Item 1.01
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Entry into a Material Definitive Agreement.
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Amended and Restated Financing Commitments
On April 4, 2018, McDermott International, Inc. (McDermott) amended and restated the Commitment Letter dated as
of December 18, 2017, among McDermott, Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA by entering into an amended and restated commitment letter (the Amended and Restated Commitment
Letter) with Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, Goldman Sachs Bank USA, ABN AMRO Capital USA LLC, MUFG Bank, LTD., Royal Bank of Canada and Standard Chartered Bank (collectively, the Commitment
Parties). The Amended and Restated Commitment Letter provides for a fully committed senior secured term loan facility in the aggregate principal amount of $2.260 billion (the Term Facility), a $1.000 billion senior
secured revolving credit facility (the Revolving Facility), a $1.390 billion senior secured letter of credit facility (the LC Facility and, together with the Term Facility and the Revolving Facility, the Senior
Credit Facilities) and a fully committed senior unsecured bridge facility in an aggregate principal amount of $1.300 billion, the availability of which is subject to reduction upon the issuance of the notes contemplated by the Amended and
Restated Commitment Letter (the Bridge Facility and, together with the Senior Credit Facilities, the Facilities).
The Commitment Parties commitments are subject to satisfaction of certain conditions, including (1) the execution and delivery of
definitive documentation with respect to the Facilities in accordance with the terms sets forth in the Amended and Commitment Letter, (2) the consummation of the Combination in accordance with the Business Combination Agreement dated of
December 18, 2017 to which McDermott and CB&I are parties, as amended, and (3) the absence of any material adverse effect with respect to CB&Is business. The foregoing description of the Amended and Restated Commitment Letter
does not purport to be complete and is subject to and qualified in its entirety by reference to the Amended and Restated Commitment Letter, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated by reference
herein.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxy,
vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the proposed transactions, McDermott has filed a Registration Statement on Form S-4 (the Registration Statement) with the U.S. Securities and Exchange Commission (the
SEC) that includes (1) a joint proxy statement of McDermott and Chicago Bridge & Iron Company N.V. (CB&I), which also constitutes a prospectus of McDermott and (2) an offering prospectus of McDermott Technology, B.V.
in connection with McDermott Technology, B.V.s offer to acquire CB&I shares. The Registration Statement was declared effective by the SEC on March 29, 2018. McDermott and CB&I have mailed the definitive joint proxy statement/prospectus
to stockholders of McDermott and shareholders of CB&I. In addition, McDermott and McDermott Technology, B.V. have filed a Tender Offer Statement on Schedule TO-T (the Schedule TO) with the SEC and CB&I has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule 14D-9) with respect to the exchange offer. The solicitation and offer to purchase shares of CB&Is common stock is only being made pursuant to the Schedule TO
and related offer to purchase. This material is not a substitute for the joint proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or the Registration Statement or for any other document that McDermott or CB&I may file with the SEC
and send to McDermotts and/or CB&Is shareholders in connection with the proposed transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION OR DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF CB&I AND
MCDERMOTT TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY MCDERMOTT AND CB&I WITH THE SEC CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MCDERMOTT, CB&I AND THE PROPOSED TRANSACTIONS.
Investors are able to obtain free copies of the Registration Statement, joint proxy statement/prospectus, Schedule TO and Schedule 14D-9, as
each may be amended from time to time, and other relevant documents filed by McDermott and CB&I with the SEC at
http://www.sec.gov
, the SECs website, or free of charge from McDermotts website (
http://www.mcdermott.com
)
under the tab, Investors and under the heading Financial Information or by contacting McDermotts Investor Relations Department at (281) 870-5147. These documents are also available free of charge from CB&Is
website (
http://www.cbi.com
) under the tab Investors and under the heading SEC Filings or by contacting CB&Is Investor Relations Department at (832) 513-1068.
Participants in Proxy Solicitation
McDermott, CB&I and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be
participants in the solicitation of proxies from McDermotts and CB&Is shareholders in connection with the proposed transactions. Information regarding the officers and directors of McDermott is included in its annual report on Form
10-K for the year ended December 31, 2017, filed with the SEC on February 21, 2018, as amended by its annual report on Form 10-K/A filed with the SEC on March 8, 2018. Information regarding the officers and directors of CB&I is included in its
annual report on Form 10-K for the year ended December 31, 2017, filed with the SEC on February 21, 2018, as amended by its annual report on Form 10-K/A filed with the SEC on March 22, 2018. Additional information regarding the persons who may be
deemed participants and their interests is set forth in the Registration Statement and joint proxy statement/prospectus and other materials filed with the SEC in connection with the proposed transactions. Free copies of these documents may be
obtained as described in the paragraphs above.