McDermott International, Inc. Announces Pricing of Tangible Equity Units

HOUSTON--()--McDermott International, Inc. (NYSE:MDR) today announced the pricing of an underwritten public offering of 10,000,000 6.25% tangible equity units (the “Units”), each with a stated value of $25.00, which will result in net proceeds to McDermott of approximately $242 million. In addition, the underwriter has a 13-day option to purchase up to an additional 1,500,000 Units from McDermott. Settlement of the offering is subject to customary closing conditions and is expected to occur on April 7, 2014. Each Unit will consist of a prepaid stock purchase contract and an amortizing note. Unless earlier settled, each stock purchase contract will automatically settle on April 1, 2017 (subject to postponement in limited circumstances) for a number of shares of McDermott’s common stock that will equal at least 2.9030 and not more than 3.5562 shares (subject to adjustment in certain circumstances). The amortizing notes will pay proportionally equal cash quarterly installments of $0.3906 per note (except the first such installment, which will be $0.3646 per note), which will constitute a payment of interest and a partial repayment of principal, and which in the aggregate will be equivalent to a 6.25% cash payment per year with respect to each $25.00 stated amount of each Unit. The amortizing notes will have a final installment payment date of April 1, 2017 and will be unsecured senior obligations of McDermott. All of the securities to be offered will be issued under McDermott’s currently effective shelf registration statement. McDermott's common stock is listed on the New York Stock Exchange under the symbol “MDR.”

McDermott intends to use the net proceeds from the offering, together with proceeds expected to be received from other previously announced financing transactions relating to the refinancing of its outstanding credit agreement, for general corporate purposes, including the funding of working capital requirements and capital expenditures.

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.

Goldman, Sachs & Co. is serving as the sole book-running manager for the offering.

This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended. The offering of these securities may be made only by means of a prospectus and a related prospectus supplement, forming a part of the effective registration statement, a copy of which may be obtained by contacting: Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: (212) 902-9316, e-mail: prospectus-ny@ny.email.gs.com.

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 Units or any other securities, nor shall there be any sale of the Units or any other securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About McDermott

McDermott is a leading provider of integrated engineering, procurement, construction and installation (EPCI) services for upstream field developments worldwide. McDermott delivers fixed and floating production facilities, pipelines and subsea systems from concept to commissioning for complex Offshore and Subsea oil and gas projects to help oil companies safely produce and transport hydrocarbons. Operating in more than 20 countries across the world, McDermott’s locally focused and globally integrated resources include approximately 14,000 employees, a diversified fleet of specialty marine construction vessels, fabrication facilities and engineering offices.

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 timing of the closing, the expected use of proceeds and other aspects of the offering and expected 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.

Contacts

McDermott International, Inc.
Investors, Analysts and Financial Media:
Steven D. Oldham, 281-870-5147
Vice President, Treasurer and Investor Relations
soldham@mcdermott.com

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Contacts

McDermott International, Inc.
Investors, Analysts and Financial Media:
Steven D. Oldham, 281-870-5147
Vice President, Treasurer and Investor Relations
soldham@mcdermott.com