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Item 1.01
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Entry into a Material Definitive Agreement.
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Amendment to Registration Rights Agreement
On October 25, 2019, McDermott International, Inc. (“McDermott”) and the several holders party thereto entered into Amendment No. 1 (the “RRA Amendment”) to the Registration Rights Agreement, dated November 29, 2018, between McDermott and the purchasers signatory thereto to (the “Registration Rights Agreement”), to, among other things, amend the definition of “Registrable Securities” (as defined in the Registration Rights Agreement) to include shares of McDermott’s common stock, par value $1.00 per share, issuable upon the conversion of McDermott’s Series A warrants (the “New Warrants”) that will be issued to holders of McDermott’s 12% Redeemable Preferred Stock (the “Preferred Stock”) pursuant to that certain Consent and Waiver Agreement, dated October 21, 2019 (the “Consent and Waiver Agreement”), with West Street Capital Partners VII Offshore Investments, L.P., West Street Capital Partners VII - Parallel B, L.P., West Street Capital Partners VII B, L.P. and Apicorp Managed Account Investment Vehicle, L.P. (collectively, the “Preferred Stockholders”).
Amendment to Warrant Agreement
On October 25, 2019, pursuant to the terms of the Consent and Waiver Agreement, McDermott entered into Amendment No. 1 to Warrant Agreement with Computershare Inc. and Computershare Trust Company, N.A (the “Warrant Agreement Amendment”). The Warrant Agreement Amendment amends McDermott’s existing Warrant Agreement, dated as of November 29, 2018 (the “Original Warrant Agreement”), to, among other things, provide that the Series A warrants issued thereunder (the “Warrants”) be exercisable from and after October 25, 2019.
New Warrant Agreement
On October 25, 2019, McDermott entered into a Warrant Agreement with Computershare Inc. and Computershare Trust Company, N.A. (the “New Warrant Agreement”) to, among other things, authorize and establish the terms of the New Warrants issuable to the Preferred Stockholders pursuant to the Consent and Waiver Agreement. The New Warrants are exercisable from and after the date of their issuance. The terms of the New Warrants are substantially identical to the terms of the Warrants issued under the Original Warrant Agreement, provided however, the New Warrants expire on October 25, 2029.
Amendment to Securities Purchase Agreement
On October 25, 2019, pursuant to the terms of the Consent and Waiver Agreement, McDermott entered into Amendment No. 1 to Securities Purchase Agreement (the “SPA Amendment”), which amends McDermott’s existing Securities Purchase Agreement, dated as of October 30, 2018, between McDermott and the parties thereto, to remove the transfer restrictions on McDermott’s Preferred Stock, Warrants and New Warrants.
Amendment to Consent and Waiver Agreement
On October 28, 2019, McDermott entered into Amendment No. 1 to the Consent and Waiver Agreement (the “Amendment to the Consent and Waiver Agreement”) with the Preferred Stockholders which amends, among other things, the delivery date of the New Warrants to the Preferred Stockholders.
The foregoing descriptions of the RRA Amendment, the Warrant Agreement Amendment, the New Warrant Agreement and the SPA Amendment are qualified in their entirety by reference to the full text of the RRA Amendment, the Warrant Agreement Amendment, the New Warrant Agreement, the SPA Amendment and the Amendment to the Consent and Waiver Agreement, copies of which are filed hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this report and are incorporated into this Item 1.01 by reference.