McDermott International, Inc. Announces $500 Million Offering of Second-Lien Senior Secured Notes
March 28 2014 - 6:45AM
Business Wire
McDermott International, Inc. (MDR) today announced that it
intends, subject to market and other conditions, to offer $500
million aggregate principal amount of its second-lien senior
secured notes due 2021.
The notes will be offered only to qualified institutional buyers
under Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”) and to certain non-U.S. persons in transactions
outside the United States under Regulation S under the Securities
Act.
McDermott intends to use the net proceeds from the offering of
the notes, together with other financing sources (including
proceeds expected to be received in connection with the refinancing
of its outstanding credit agreement with a new first-lien credit
facility), to refinance revolving credit facility indebtedness
outstanding under its existing credit agreement and for other
general corporate purposes, including the funding of working
capital requirements and capital expenditures. The new first-lien
credit facility may include a term loan of up to $400 million and,
potentially, a letter of credit facility.
The notes will be unconditionally guaranteed, jointly and
severally, on a senior secured second-lien basis, by McDermott’s
existing and future subsidiaries that guarantee indebtedness under
its credit agreement.
The notes and the guarantees will be secured on a second-lien
basis by pledges of capital stock of certain subsidiaries of
McDermott and mortgages and other security interests covering (1)
substantially all personal property of McDermott and substantially
all of its wholly owned subsidiaries, subject to certain
exceptions, and (2) certain vessels owned by McDermott’s wholly
owned subsidiaries.
There can be no assurance that the financing transactions
described in this press release will occur, and, even if they do
occur, there can be no assurance as to what their terms will be. In
addition, McDermott reserves the right to pursue other financing
transactions in place of, or in addition to, the transactions
described in this press release.
The notes have not been and will not be registered under the
Securities Act or any state securities laws; and unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws.
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy the notes or any other securities, nor shall there be any sale
of notes or any other securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Forward-Looking Statements
All statements other than statements of historical fact included
in this release are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements in this press release relate to, among
other things, the offering of the notes and the expected use of
proceeds from such offering and proceeds from other transactions.
Although we believe that the expectations reflected in those
forward-looking statements are reasonable, we can give no assurance
that those expectations will prove to have been correct. Those
statements are made by using various underlying assumptions and are
subject to various uncertainties. This news release reflects
expectations as of the date hereof. Except to the extent required
by applicable law, McDermott undertakes no obligation to update or
revise any forward-looking statement.
Investors, Analysts and Financial Media:McDermott International,
Inc.Steven D. Oldham, 281-870-5147Vice President, Treasurer and
Investor Relationssoldham@mcdermott.com
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