MCDBF / Mcdermott International Ltd. - Equity Warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Mcdermott International Ltd. - Equity Warrant
US ˙ OTCPK ˙ BMG5924V1220

Mga Batayang Estadistika
LEI ZAKWBIG8QLOPMZ888610
CIK 708819
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Mcdermott International Ltd. - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
June 30, 2020 15-12B

- 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-08430 McDermott International, Inc. (Exact Name of Registrant as

May 29, 2020 EX-1.01

McDermott International, Inc. Conflict Minerals Report For the reporting period from January 1, 2019 to December 31, 2019

EX-1.01 Exhibit 1.01 McDermott International, Inc. Conflict Minerals Report For the reporting period from January 1, 2019 to December 31, 2019 1. Introduction This Conflict Minerals Report (this “Report”) of McDermott International, Inc. (together with its consolidated subsidiaries, “McDermott,” “we” or “us”) has been prepared pursuant to Rule 13p-1 promulgated by the U.S. Securities and Exchange

May 29, 2020 SD

- SD

SD 1 d919038dsd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report McDermott International, Inc. (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 001-08430 72-0593134 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 757 N. Eldridge Parkway Houston, Tex

May 8, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-08430 McDERMOTT INT

May 8, 2020 EX-10.5

McDermott International, Inc. Amended and Restated 2020 Key Employee Retention Plan.

Exhibit 10.5 McDermott International, Inc. AMENDED AND RESTATED 2020 Key Employee Retention Plan 1.Purpose. This McDermott International, Inc. Amended and Restated 2020 Key Employee Retention Plan (the “Plan”) is designed to align the interests of McDermott International, Inc. (the “Company”) and eligible key employees of the Company. 2.Effective Date. The Company, intending to be legally bound, h

April 24, 2020 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-0

March 18, 2020 EX-99.2

McDermott International, Inc. Announces Confirmation of Plan of Reorganization

EX-99.2 Exhibit 99.2 NEWS RELEASE McDermott International, Inc. Announces Confirmation of Plan of Reorganization • Court Approves Sale of Lummus Technology to The Chatterjee Group and Rhône Capital • Emergence from Chapter 11 Expected Following Regulatory Approval of Lummus Technology Sale HOUSTON – March 12, 2020 –McDermott International, Inc. (“McDermott” or the “Company”) today announced that t

March 18, 2020 8-K

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2020 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorporati

March 18, 2020 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) MCDERMOTT INTERNATIONAL, INC., et al.,1 ) Case No. 20-30336 (DRJ) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. 651 ORDER APPRO

EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) MCDERMOTT INTERNATIONAL, INC., et al.,1 ) Case No. 20-30336 (DRJ) ) Debtors. ) (Jointly Administered) ) ) Re: Docket No. 651 ORDER APPROVING THE DEBTORS’ DISCLOSURE STATEMENT AND CONFIRMING THE SECOND AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION (TEC

March 6, 2020 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Traci D.

March 6, 2020 EX-24

EX-24

Exhibit 24 LIMITED POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Traci D.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08430 McDERMOTT INTER

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 EX-21.1

Significant Subsidiaries of the Registrant.

Exhibit 21.1 McDERMOTT INTERNATIONAL, INC. SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT YEAR ENDED DECEMBER 31, 2019 McDermott International, Inc. Panama McDermott International Management, S. de RL. Panama J. Ray McDermott, S.A. Panama Hydro Marine Services, Inc. Panama J. Ray McDermott International, Inc. Panama McDermott Technology (US), Inc. Delaware McDermott Technology, B.V. The Netherlands Co

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 EX-10.35

Form of Retention Bonus Award Agreement.

Exhibit 10.35 McDermott International, Inc. Personal and Confidential October 17, 2019 Re: Retention Bonus Dear [●]: On behalf of McDermott International, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute

February 28, 2020 EX-4.23

Amendment No. 1 to Superpriority Senior Secured Debtor-in-Possession Credit Agreement, dated as of February 24, 2020, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V. as borrowers, a syndicate of lenders and issuers party thereto, Crédit Agricole Corporate and Investment Bank, as revolving administrative agent. Barclays Bank PLC, as term loan administrative agent, Barclays Bank PLC, Royal Bank of Canada, Crédit Agricole Corporate and Investment Bank and ABN AMRO Capital USA LLC, as lead arrangers for the term facilities and the revolving facility, Barclays Bank PLC, as sole bookrunner for the term facilities and Crédit Agricole Corporate and Investment Bank, as sole bookrunner for the revolving facility.

Exhibit 4.23 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of February 24, 2020 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a private

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 EX-10.35

Form of Retention Bonus Award Agreement.

Exhibit 10.35 McDermott International, Inc. Personal and Confidential October 17, 2019 Re: Retention Bonus Dear [●]: On behalf of McDermott International, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute

February 28, 2020 EX-10.53

McDermott International, Inc. 2020 Key Employee Incentive Plan

Exhibit 10.53 McDermott International, Inc. 2020 Key employee Incentive Plan 1.Purpose. This McDermott International, Inc. 2020 Key Employee Incentive Plan (the “Plan”) is designed to align the interests of McDermott International, Inc. (the “Company”) and eligible key employees of the Company. 2.Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan on February 1

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 EX-4.8

Supplemental Indenture, dated December 20, 2019, among CB&I (US) Holdings, Limited, McDermott Technology, LLC, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., and UMB Bank, N.A.

Exhibit 4.8 FOURTH SUPPLEMENTAL INDENTURE AND GUARANTEE This Fourth Supplemental Indenture and Guarantee, dated as of December 20, 2019 (this “Supplemental Indenture” or “Guarantee”), among CB&I (US) Holdings, Limited, a company organized under the laws of England and Wales, and McDermott Technology, LLC, a Delaware limited liability company (collectively, the “New Guarantors”), McDermott Technolo

February 28, 2020 POSASR

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 EX-10.36

Form of Retention Bonus Award Agreement for Certain Executives.

Exhibit 10.36 McDermott International, Inc. Personal and Confidential October 17, 2019 Re: Retention Bonus Dear [●]: On behalf of McDermott International, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus in the aggregate amount of $[ ● ] (the “Retention Bonus”), if you agree to the terms and conditions contained in this letter agreement (this “Agree

February 28, 2020 POSASR

MDR / McDermott International, Inc. POSASR - - POSASR

POSASR As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 S-8 POS

MDR / McDermott International, Inc. S-8 POS - - S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 EX-4.22

Superpriority Senior Secured Debtor-in-Possession Credit Agreement, dated as of January 23, 2020, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V. as borrowers, a syndicate of lenders and issuers party thereto, Crédit Agricole Corporate and Investment Bank, as revolving administrative agent. Barclays Bank PLC, as term loan administrative agent, Barclays Bank PLC, Royal Bank of Canada, Crédit Agricole Corporate and Investment Bank and ABN AMRO Capital USA LLC, as lead arrangers for the term facilities and the revolving facility, Barclays Bank PLC, as sole bookrunner for the term facilities and Crédit Agricole Corporate and Investment Bank, as sole bookrunner for the revolving facility.

Exhibit 4.22 SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of January 23, 2020 among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., and McDermott Technology, B.V., each a Borrower and a debtor and debtor-in-possession under the Bankruptcy Code and McDermott International, Inc., as Parent and a debtor and debtor-in-possession under the Bankrupt

February 28, 2020 EX-4.1

Description of Common Stock

Exhibit 4.1 Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended As of February 28, 2020, McDermott International, Inc. (“we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $1.00 per share (“common stock”). The following des

February 28, 2020 EX-10.53

McDermott International, Inc. 2020 Key Employee Incentive Plan

Exhibit 10.53 McDermott International, Inc. 2020 Key employee Incentive Plan 1.Purpose. This McDermott International, Inc. 2020 Key Employee Incentive Plan (the “Plan”) is designed to align the interests of McDermott International, Inc. (the “Company”) and eligible key employees of the Company. 2.Adoption of the Plan. The Company, intending to be legally bound, hereby adopts the Plan on February 1

February 28, 2020 EX-4.23

Amendment No. 1 to Superpriority Senior Secured Debtor-in-Possession Credit Agreement, dated as of February 24, 2020, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V. as borrowers, a syndicate of lenders and issuers party thereto, Crédit Agricole Corporate and Investment Bank, as revolving administrative agent. Barclays Bank PLC, as term loan administrative agent, Barclays Bank PLC, Royal Bank of Canada, Crédit Agricole Corporate and Investment Bank and ABN AMRO Capital USA LLC, as lead arrangers for the term facilities and the revolving facility, Barclays Bank PLC, as sole bookrunner for the term facilities and Crédit Agricole Corporate and Investment Bank, as sole bookrunner for the revolving facility.

Exhibit 4.23 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of February 24, 2020 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a private

February 28, 2020 EX-4.1

Description of Common Stock

Exhibit 4.1 Description of Common Stock Registered Under Section 12 of the Securities Exchange Act of 1934, as Amended As of February 28, 2020, McDermott International, Inc. (“we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $1.00 per share (“common stock”). The following des

February 28, 2020 S-8 POS

As filed with the Securities and Exchange Commission on February 28, 2020

As filed with the Securities and Exchange Commission on February 28, 2020 REGISTRATION STATEMENT NO.

February 28, 2020 EX-10.52

McDermott International, Inc. 2020 Key Employee Retention Plan

Exhibit 10.52 McDermott International, Inc. 2020 Key Employee Retention Plan 1.Purpose. This McDermott International, Inc. 2020 Key Employee Retention Plan (the “Plan”) is designed to align the interests of McDermott International, Inc. (the “Company”) and eligible key employees of the Company. 2.Effective Date. The Company, intending to be legally bound, hereby adopts the Plan effective as of Jan

February 14, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2020 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpor

February 12, 2020 SC 13G/A

MDR / McDermott International, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* MCDERMOTT INTL INC (Name of Issuer) Common Stock (Title of Class of Securities) 580037703 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 12, 2020 SC 13G/A

MDR / McDermott International, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: McDermott International Inc Title of Class of Securities: Common Stock CUSIP Number: 580037703 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is

February 11, 2020 SC 13G/A

MDR / McDermott International, Inc. / Chatterjee Fund Management Lp - AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MCDERMOTT INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 580037703 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

February 11, 2020 EX-99.1

Joint Filing Agreement, dated October 4, 2019.

EX-99.1 2 eh2000270ex9901.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $1.00 per share, of McD

February 6, 2020 EX-99.25

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of the common stock ('Common Stock') of McDermott International, Inc. (the 'Company') from listing and regist

January 28, 2020 EX-99.1

IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) MCDERMOTT INTERNATIONAL, INC., et al.,1 ) Case No. 20-30336 (DRJ) ) Debtors. ) (Jointly Administered) ) NOTICE OF DISCLOSURE PROCEDURES APPLICAB

EX-99.1 Exhibit 99.1 IN THE UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) MCDERMOTT INTERNATIONAL, INC., et al.,1 ) Case No. 20-30336 (DRJ) ) Debtors. ) (Jointly Administered) ) NOTICE OF DISCLOSURE PROCEDURES APPLICABLE TO CERTAIN HOLDERS OF COMMON STOCK AND PREFERRED STOCK, DISCLOSURE PROCEDURES FOR TRANSFERS OF AND DECLARATIONS OF WORTHLESSNE

January 28, 2020 8-K

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2020 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

January 23, 2020 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2020 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

January 22, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2020 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

January 21, 2020 EX-10.2

Share and Asset Purchase Agreement, dated January 21, 2020, by and among MTA, MTUS, MTBV and J. Ray Holdings, Inc. and Illuminate Buyer, LLC (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on January 21, 2020 (File No. 1-08430)).

EX-10.2 2 d858406dex102.htm EX-10.2 Exhibit 10.2 SHARE AND ASSET PURCHASE AGREEMENT BY AND BETWEEN SELLERS AND ILLUMINATE BUYER, LLC Dated as of January 21, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Defined Terms 25 ARTICLE II PURCHASE AND SALE; CLOSING 28 Section 2.1 Purchase and Sale 28 Section 2.2 Purchase Price 28 Section 2.3 Escrow Amounts

January 21, 2020 EX-99.1

MCDERMOTT INTERNATIONAL, INC. ANNOUNCES COMPREHENSIVE PREPACKAGED RESTRUCTURING TRANSACTION TO DE-LEVER BALANCE SHEET AND IMMEDIATELY POSITION COMPANY FOR LONG-TERM GROWTH

EX-99.1 3 d858406dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE MCDERMOTT INTERNATIONAL, INC. ANNOUNCES COMPREHENSIVE PREPACKAGED RESTRUCTURING TRANSACTION TO DE-LEVER BALANCE SHEET AND IMMEDIATELY POSITION COMPANY FOR LONG-TERM GROWTH • Financial restructuring transaction supported by more than two-thirds of all funded debt creditors • Transaction to equitize nearly all funded debt; company to emer

January 21, 2020 EX-10.2

Share and Asset Purchase Agreement, dated January 21, 2020, by and among MTA, MTUS, MTBV and J. Ray Holdings, Inc. and Illuminate Buyer, LLC (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on January 21, 2020 (File No. 1-08430)).

EX-10.2 2 d858406dex102.htm EX-10.2 Exhibit 10.2 SHARE AND ASSET PURCHASE AGREEMENT BY AND BETWEEN SELLERS AND ILLUMINATE BUYER, LLC Dated as of January 21, 2020 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Defined Terms 25 ARTICLE II PURCHASE AND SALE; CLOSING 28 Section 2.1 Purchase and Sale 28 Section 2.2 Purchase Price 28 Section 2.3 Escrow Amounts

January 21, 2020 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 17, 2020 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

January 21, 2020 EX-99.4

Confidential These materials have been prepared by Evercore Group L.L.C., AlixPartners LLP and Kirkland & Ellis LLP (collectively the “Advisors”), for the creditors (the “Creditors”) to McDermott International, Inc. (the “Company”) to whom such mater

EX-99.4 Exhibit 99.4 Confidential All post-Q3’19 information presented in this document is estimated Project Sprint Updated Business Plan Review – MB 2020 December 18, 2019 Supplemental Materials December 30, 2019 – January 7, 2020 Private and ConfidentialExhibit 99.4 Confidential All post-Q3’19 information presented in this document is estimated Project Sprint Updated Business Plan Review – MB 20

January 21, 2020 EX-99.3

Confidential These materials have been prepared by Evercore Group L.L.C., AlixPartners UK LLP and Kirkland & Ellis LLP (collectively the “Advisors”), for the creditors (the “Creditors”) to McDermott International, Inc. (the “Company”) to whom such ma

EX-99.3 Exhibit 99.3 Confidential All post-Q3’19 information presented in this document is estimated Project Sprint: Business Plan Report Excerpt For Lenders November 13, 2019 Customer Assistance Plan Excerpt for Lenders November 21, 2019 Private and Confidential. Distribution limited to Board of Directors and Meeting Attendees. Private and Confidential Distribution limited to Board of Directors a

January 21, 2020 EX-99.2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) MCDERMOTT INTERNATIONAL, INC., et al.,1 ) Case No. 20-[_____] (___) ) Debtors. ) (Joint Administration Requested) ) DISCLOSURE STATEMENT

EX-99.2 Exhibit 99.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ) In re: ) Chapter 11 ) MCDERMOTT INTERNATIONAL, INC., et al.,1 ) Case No. 20-[] () ) Debtors. ) (Joint Administration Requested) ) DISCLOSURE STATEMENT FOR THE JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF MCDERMOTT INTERNATIONAL, INC. AND ITS DEBTOR AFFILIATES JACKSON WALKER L.

January 15, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2020 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorporat

January 15, 2020 EX-10.3

Amendment No. 2 to Superpriority Senior Secured Credit Agreement, dated as of January 9, 2020, by and among McDermott International, Inc., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2020 (File No. 1-08430))).

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of January 9, 2020 (the “Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a p

January 15, 2020 EX-10.3

Amendment No. 2 to Superpriority Senior Secured Credit Agreement, dated as of January 9, 2020, by and among McDermott International, Inc., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2020 (File No. 1-08430))).

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of January 9, 2020 (the “Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a p

January 15, 2020 EX-10.2

Amendment No. 3 to Letter of Credit Agreement, dated as of January 9, 2020, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2020 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 3 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 3 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of January 9, 2020 (the “Amendment No. 3 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott

January 15, 2020 EX-10.1

Amendment No. 3 to Credit Agreement, dated as of January 9, 2020, by and among McDermott International, Inc., McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on January 15, 2020 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of January 9, 2020 (the “Amendment No. 3 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a p

January 15, 2020 EX-10.2

Amendment No. 3 to Letter of Credit Agreement, dated as of January 9, 2020, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on January 15, 2020 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 3 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 3 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of January 9, 2020 (the “Amendment No. 3 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott

January 15, 2020 EX-10.1

Amendment No. 3 to Credit Agreement, dated as of January 9, 2020, by and among McDermott International, Inc., McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on January 15, 2020 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of January 9, 2020 (the “Amendment No. 3 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a p

December 13, 2019 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2019 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpor

December 13, 2019 EX-99.1

McDermott Receives Continued Listing Standard Notice from NYSE

EX-99.1 Exhibit 99.1 NEWS RELEASE McDermott Receives Continued Listing Standard Notice from NYSE HOUSTON, December 13, 2019 — McDermott International, Inc. (NYSE:MDR) (“McDermott” or the “Company”) announced that it was formally notified today by the New York Stock Exchange (the “NYSE”) that the average closing price of the Company’s shares of common stock had fallen below $1.00 per share over a p

December 6, 2019 EX-3.2

Certificate of Amendment to the Certificate of Designation of 12% Redeemable Preferred Stock of McDermott International, Inc., dated December 2, 2019 (incorporated by reference to Exhibit 3.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 6, 2019 (File No. 1-08430)).

EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. MCDERMOTT INTERNATIONAL, INC., a corporation incorporated and existing under the laws of the Republic of Panama (the “Corporation”), in accordance with the provisions of Section III, Article 20 of Law 32 of February 26, 1927 on Corporations of the Republi

December 6, 2019 EX-10.2

Form of Registration Rights Agreement by and among McDermott International, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG MCDERMOTT INTERNATIONAL, INC. AND THE PURCHASERS PARTY HERETO TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Registrable Securities 6 Section 1.03. Rules of Construction 6 ARTICLE II REGISTRATION RIGHTS 7 Section 2.01. Shelf Registration 7 Section 2.02. Delay Rights 8 Section

December 6, 2019 EX-10.1

Warrant Agreement, dated as of December 2, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 6, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version MCDERMOTT INTERNATIONAL, INC. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of December 2, 2019 Warrants Exercisable for Shares of Common Stock TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Rules of Construction 5 ARTICLE II APPOINTMENT OF WARRANT

December 6, 2019 EX-10.1

Warrant Agreement, dated as of December 2, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 6, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version MCDERMOTT INTERNATIONAL, INC. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of December 2, 2019 Warrants Exercisable for Shares of Common Stock TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Rules of Construction 5 ARTICLE II APPOINTMENT OF WARRANT

December 6, 2019 EX-3.1

Certificate of Designation of Series A Preferred Stock of McDermott International, Inc., dated December 2, 2019 (incorporated by reference to Exhibit 3.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 6, 2019 (File No. 1-08430)).

EX-3.1 2 d101402dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. MCDERMOTT INTERNATIONAL, INC., a corporation incorporated and existing under the laws of the Republic of Panama (the “Corporation”), in accordance with the provisions of Section III, Article 20 of Law 32 of February 26, 1927 on Corporations of the Republic of Panama,

December 6, 2019 EX-10.3

Amended and Restated Forbearance Agreement, dated as of December 6, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., McDermott International, Inc., each of the guarantors party thereto, and each of the holders party thereto.

EX-10.3 7 d101402dex103.htm EX-10.3 Exhibit 10.3 Execution Version AMENDED AND RESTATED FORBEARANCE AGREEMENT This AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of December [6], 2019 (this “Agreement”), by and among McDermott Technology (Americas), Inc. (“MTA”), a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation (“MTUS” and, together with MTA, the “Issuers”), Mc

December 6, 2019 EX-10.2

Form of Registration Rights Agreement by and among McDermott International, Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG MCDERMOTT INTERNATIONAL, INC. AND THE PURCHASERS PARTY HERETO TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.01. Definitions 1 Section 1.02. Registrable Securities 6 Section 1.03. Rules of Construction 6 ARTICLE II REGISTRATION RIGHTS 7 Section 2.01. Shelf Registration 7 Section 2.02. Delay Rights 8 Section

December 6, 2019 EX-10.3

Amended and Restated Forbearance Agreement, dated as of December 6, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., McDermott International, Inc., each of the guarantors party thereto, and each of the holders party thereto.

EX-10.3 7 d101402dex103.htm EX-10.3 Exhibit 10.3 Execution Version AMENDED AND RESTATED FORBEARANCE AGREEMENT This AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of December [6], 2019 (this “Agreement”), by and among McDermott Technology (Americas), Inc. (“MTA”), a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation (“MTUS” and, together with MTA, the “Issuers”), Mc

December 6, 2019 EX-3.1

Certificate of Designation of Series A Preferred Stock of McDermott International, Inc., dated December 2, 2019 (incorporated by reference to Exhibit 3.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 6, 2019 (File No. 1-08430)).

EX-3.1 2 d101402dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. MCDERMOTT INTERNATIONAL, INC., a corporation incorporated and existing under the laws of the Republic of Panama (the “Corporation”), in accordance with the provisions of Section III, Article 20 of Law 32 of February 26, 1927 on Corporations of the Republic of Panama,

December 6, 2019 EX-10.3

Amended and Restated Forbearance Agreement, dated as of December 6, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., McDermott International, Inc., each of the guarantors party thereto, and each of the holders party thereto.

EX-10.3 7 d101402dex103.htm EX-10.3 Exhibit 10.3 Execution Version AMENDED AND RESTATED FORBEARANCE AGREEMENT This AMENDED AND RESTATED FORBEARANCE AGREEMENT, dated as of December [6], 2019 (this “Agreement”), by and among McDermott Technology (Americas), Inc. (“MTA”), a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation (“MTUS” and, together with MTA, the “Issuers”), Mc

December 6, 2019 EX-4.1

Tripartite Agreement, dated as of December 2, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., Wells Fargo Bank, National Association and UMB Bank, N.A. (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2019 (File No. 1-08430)).

EX-4.1 4 d101402dex41.htm EX-4.1 Exhibit 4.1 Execution Version AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of November 18, 2019 by and among McDermott Technology (Americas), Inc., a Delaware corporation, (“Survivor Corp. 1”), McDermott Technology (US), Inc., a Delaware corporation (“Survivor Corp. 2”, and, together with Survivor Corp. 1, the “Issuers”), UMB Ban

December 6, 2019 EX-4.1

Tripartite Agreement, dated as of December 2, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., Wells Fargo Bank, National Association and UMB Bank, N.A. (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on December 6, 2019 (File No. 1-08430)).

EX-4.1 4 d101402dex41.htm EX-4.1 Exhibit 4.1 Execution Version AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of November 18, 2019 by and among McDermott Technology (Americas), Inc., a Delaware corporation, (“Survivor Corp. 1”), McDermott Technology (US), Inc., a Delaware corporation (“Survivor Corp. 2”, and, together with Survivor Corp. 1, the “Issuers”), UMB Ban

December 6, 2019 EX-10.1

Warrant Agreement, dated as of December 2, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 6, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version MCDERMOTT INTERNATIONAL, INC. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of December 2, 2019 Warrants Exercisable for Shares of Common Stock TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Rules of Construction 5 ARTICLE II APPOINTMENT OF WARRANT

December 6, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2019 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

December 2, 2019 EX-10.4

Forbearance Agreement, dated as of December 1, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., McDermott International, Inc., each of the guarantors party thereto, and each of the holders party thereto (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on December 2, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 Execution Version FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of December 1, 2019 (this “Agreement”), by and among McDermott Technology (Americas), Inc. (“MTA”), a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation (“MTUS” and, together with MTA, the “Issuers”), McDermott International, Inc., a Panamanian corporation (the “Company”), e

December 2, 2019 EX-10.5

Second Consent and Waiver Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., 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.

EX-10.5 6 d745701dex105.htm EX-10.5 Exhibit 10.5 Execution Version SECOND CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. December 1, 2019 Reference is made to (i) that certain Certificate of Designation providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and the qualifi

December 2, 2019 EX-10.1

Amendment No. 2 to Credit Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a

December 2, 2019 EX-10.5

Second Consent and Waiver Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., 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.

EX-10.5 6 d745701dex105.htm EX-10.5 Exhibit 10.5 Execution Version SECOND CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. December 1, 2019 Reference is made to (i) that certain Certificate of Designation providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and the qualifi

December 2, 2019 EX-10.2

Amendment No. 2 to Letter of Credit Agreement, dated as of December 1, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott

December 2, 2019 EX-10.3

Amendment No. 1 to Superpriority Senior Secured Credit Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a

December 2, 2019 EX-10.5

Second Consent and Waiver Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., 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.

EX-10.5 6 d745701dex105.htm EX-10.5 Exhibit 10.5 Execution Version SECOND CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. December 1, 2019 Reference is made to (i) that certain Certificate of Designation providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and the qualifi

December 2, 2019 EX-10.3

Amendment No. 1 to Superpriority Senior Secured Credit Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a

December 2, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2019 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

December 2, 2019 EX-10.4

Forbearance Agreement, dated as of December 1, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., McDermott International, Inc., each of the guarantors party thereto, and each of the holders party thereto (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on December 2, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 Execution Version FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of December 1, 2019 (this “Agreement”), by and among McDermott Technology (Americas), Inc. (“MTA”), a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation (“MTUS” and, together with MTA, the “Issuers”), McDermott International, Inc., a Panamanian corporation (the “Company”), e

December 2, 2019 EX-10.2

Amendment No. 2 to Letter of Credit Agreement, dated as of December 1, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott

December 2, 2019 EX-99.1

McDermott to Access $350 Million Tranche B Financing Under Superpriority Senior Secured Credit Facility Enters into Forbearance Agreement with 2024 Noteholders

EX-99.1 Exhibit 99.1 McDermott to Access $350 Million Tranche B Financing Under Superpriority Senior Secured Credit Facility Enters into Forbearance Agreement with 2024 Noteholders HOUSTON, December 2, 2019 — McDermott International, Inc. (NYSE:MDR) (“McDermott” or the “Company”) announced today that it has been granted access to the second tranche (“Tranche B”) of the $1.7 billion superpriority s

December 2, 2019 EX-10.1

Amendment No. 2 to Credit Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a

December 2, 2019 EX-10.2

Amendment No. 2 to Letter of Credit Agreement, dated as of December 1, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 2 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 2 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott

December 2, 2019 EX-10.3

Amendment No. 1 to Superpriority Senior Secured Credit Agreement, dated as of December 1, 2019, by and among McDermott International, Inc., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on December 2, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of December 1, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology B.V., a

December 2, 2019 EX-10.4

Forbearance Agreement, dated as of December 1, 2019, by and among McDermott Technology (Americas), Inc., McDermott Technology (US), Inc., McDermott International, Inc., each of the guarantors party thereto, and each of the holders party thereto (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on December 2, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 Execution Version FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of December 1, 2019 (this “Agreement”), by and among McDermott Technology (Americas), Inc. (“MTA”), a Delaware corporation, McDermott Technology (US), Inc., a Delaware corporation (“MTUS” and, together with MTA, the “Issuers”), McDermott International, Inc., a Panamanian corporation (the “Company”), e

November 22, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 18, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of incorpor

November 13, 2019 EX-10.1

Separation Agreement dated effective November 6, 2019 by and between Stuart Spence and McDermott, Inc. (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on November 13, 2019 (File No. 1-08430)).

EX-10.1 2 d831189dex101.htm EX-10.1 Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is entered into by and between, and shall inure to the benefit of and be binding upon, the following parties: STUART SPENCE, hereinafter referred to as “Employee”; and MCDERMOTT, INC., a Delaware corporation, hereinafter referred to as the “Company.” W I T N E S S E T H: WHEREAS, Empl

November 13, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 6, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of incorpora

November 13, 2019 EX-10.2

Form of Change in Control Agreement among McDermott International, Inc., McDermott, Inc. and Christopher A. Krummel (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on November 13, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), McDermott, Inc. (the “Employer”), and Christopher A. Krummel (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel

November 13, 2019 EX-10.2

Form of Change in Control Agreement among McDermott International, Inc., McDermott, Inc. and Christopher A. Krummel (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on November 13, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), McDermott, Inc. (the “Employer”), and Christopher A. Krummel (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel

November 13, 2019 EX-10.2

Form of Change in Control Agreement among McDermott International, Inc., McDermott, Inc. and Christopher A. Krummel (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on November 13, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), McDermott, Inc. (the “Employer”), and Christopher A. Krummel (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel

November 5, 2019 EX-99.1

McDermott Appoints Chris Krummel as Chief Financial Officer

EX-99.1 Exhibit 99.1 NEWS RELEASE McDermott Appoints Chris Krummel as Chief Financial Officer HOUSTON – November 5, 2019 – McDermott International, Inc. (NYSE: MDR) today announced the appointment of Chris Krummel as Executive Vice President, Chief Financial Officer effective immediately. Mr. Krummel joined McDermott in 2016 and previously served as the company’s Global Vice President, Finance and

November 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2019 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

November 4, 2019 424B7

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Proposed Maximum Aggregate Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of registration fee Common Stock, par v

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-227609 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Proposed Maximum Aggregate Offering Price Per Share Proposed Maximum Aggregate Offering Price Amount of registration fee Common Stock, par value $1.00 per share, to be issued upon exercise of warrants 2,02

November 4, 2019 EX-99.1

McDermott Reports Third Quarter 2019 Results Backlog remains strong at $20.1 billion, and revenue opportunity pipeline remains robust at $89.1 billion Net loss for Q3 2019 driven by asset impairments and project charges Continuing collaborative effor

EX-99.1 2 d819497dex991.htm EX-99.1 Exhibit 99.1 McDermott Reports Third Quarter 2019 Results Backlog remains strong at $20.1 billion, and revenue opportunity pipeline remains robust at $89.1 billion Net loss for Q3 2019 driven by asset impairments and project charges Continuing collaborative effort with lenders and noteholders to achieve a long-term balance sheet solution HOUSTON – November 4, 20

November 4, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 4, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of incorpora

November 4, 2019 EX-4.2

Fifth Supplemental Indenture, dated October 22, 2019, among McDermott Servicos offshore Do Brasil Ltda., McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. and Wells Fargo Bank, National Association. (incorporated by reference to Exhibit 4.2 to McDermott International, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2019 (File No. 1-08430)).

Exhibit 4.2 Execution Version FIFTH SUPPLEMENTAL INDENTURE AND GUARANTEE This Fifth Supplemental Indenture and Guarantee, dated as of October 22, 2019 (this “Supplemental Indenture” or “Guarantee”), among McDermott Serviços Offshore Do Brasil Ltda., a Brazilian limited liability company (the “New Guarantor”), McDermott Technology (Americas), Inc., a Delaware corporation, and McDermott Technology (

November 4, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-08430 McDERMOTT

November 4, 2019 EX-4.1

Fourth Supplemental Indenture, dated September 3, 2019, among CB&I STS Delaware LLC, CB&I STS Holdings LLC CBI Company Ltd., McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2019 (File No. 1-08430)).

Exhibit 4.1 Execution Version FOURTH SUPPLEMENTAL INDENTURE AND GUARANTEE This Fourth Supplemental Indenture and Guarantee, dated as of September 3, 2019 (this “Supplemental Indenture” or “Guarantee”), among CB&I STS Delaware LLC, a Delaware limited liability company, CB&I STS Holdings LLC, a Delaware limited liability company and CBI Company Ltd., a Delaware corporation (collectively, the “New Gu

November 4, 2019 EX-4.1

Fourth Supplemental Indenture, dated September 3, 2019, among CB&I STS Delaware LLC, CB&I STS Holdings LLC CBI Company Ltd., McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2019 (File No. 1-08430)).

Exhibit 4.1 Execution Version FOURTH SUPPLEMENTAL INDENTURE AND GUARANTEE This Fourth Supplemental Indenture and Guarantee, dated as of September 3, 2019 (this “Supplemental Indenture” or “Guarantee”), among CB&I STS Delaware LLC, a Delaware limited liability company, CB&I STS Holdings LLC, a Delaware limited liability company and CBI Company Ltd., a Delaware corporation (collectively, the “New Gu

November 4, 2019 EX-4.2

Fifth Supplemental Indenture, dated October 22, 2019, among McDermott Servicos offshore Do Brasil Ltda., McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. and Wells Fargo Bank, National Association. (incorporated by reference to Exhibit 4.2 to McDermott International, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2019 (File No. 1-08430)).

Exhibit 4.2 Execution Version FIFTH SUPPLEMENTAL INDENTURE AND GUARANTEE This Fifth Supplemental Indenture and Guarantee, dated as of October 22, 2019 (this “Supplemental Indenture” or “Guarantee”), among McDermott Serviços Offshore Do Brasil Ltda., a Brazilian limited liability company (the “New Guarantor”), McDermott Technology (Americas), Inc., a Delaware corporation, and McDermott Technology (

October 29, 2019 EX-10.5

Amendment No. 1 to Consent and Waiver Agreement, dated October 28, 2019, by and among McDermott International, Inc., 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. (incorporated by reference to Exhibit 10.5 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 1 TO CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. October 28, 2019 This Amendment No. 1 to Consent and Waiver Agreement (this “Amendment”) is entered into on October 28, 2019 (the “Execution Date”), by and between McDermott International, Inc., a corporation incorporated and e

October 29, 2019 EX-10.2

Amendment No. 1 to Warrant Agreement, dated as of October 25, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO WARRANT AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019 by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and Computershare Inc. a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally cha

October 29, 2019 EX-10.4

Amendment No. 1 to Securities Purchase Agreement, dated as of October 25, 2019, by and between McDermott International, Inc. and the parties thereto (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019, by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and the parties specified on the signature pages hereto, constitutes an amendment to that certain Securities Purchase Agreement,

October 29, 2019 EX-10.2

Amendment No. 1 to Warrant Agreement, dated as of October 25, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO WARRANT AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019 by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and Computershare Inc. a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally cha

October 29, 2019 EX-10.3

Warrant Agreement, dated as of October 25, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version MCDERMOTT INTERNATIONAL, INC. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of October 25, 2019 Warrants Exercisable for Shares of Common Stock TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construction 5 ARTICLE II APPOINTMENT OF WARRANT

October 29, 2019 EX-10.3

Warrant Agreement, dated as of October 25, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version MCDERMOTT INTERNATIONAL, INC. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of October 25, 2019 Warrants Exercisable for Shares of Common Stock TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construction 5 ARTICLE II APPOINTMENT OF WARRANT

October 29, 2019 EX-10.2

Amendment No. 1 to Warrant Agreement, dated as of October 25, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO WARRANT AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019 by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and Computershare Inc. a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally cha

October 29, 2019 EX-10.4

Amendment No. 1 to Securities Purchase Agreement, dated as of October 25, 2019, by and between McDermott International, Inc. and the parties thereto (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019, by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and the parties specified on the signature pages hereto, constitutes an amendment to that certain Securities Purchase Agreement,

October 29, 2019 EX-10.4

Amendment No. 1 to Securities Purchase Agreement, dated as of October 25, 2019, by and between McDermott International, Inc. and the parties thereto (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 Execution Version AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019, by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and the parties specified on the signature pages hereto, constitutes an amendment to that certain Securities Purchase Agreement,

October 29, 2019 EX-10.1

Amendment No. 1 to Registration Rights Agreement, dated as of October 25, 2019, by and between McDermott International, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019 by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and the parties specified on the signature pages hereto, and constitutes an amendment to that certain Registration Rights Agreemen

October 29, 2019 EX-10.5

Amendment No. 1 to Consent and Waiver Agreement, dated October 28, 2019, by and among McDermott International, Inc., 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. (incorporated by reference to Exhibit 10.5 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 1 TO CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. October 28, 2019 This Amendment No. 1 to Consent and Waiver Agreement (this “Amendment”) is entered into on October 28, 2019 (the “Execution Date”), by and between McDermott International, Inc., a corporation incorporated and e

October 29, 2019 EX-10.1

Amendment No. 1 to Registration Rights Agreement, dated as of October 25, 2019, by and between McDermott International, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019 by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and the parties specified on the signature pages hereto, and constitutes an amendment to that certain Registration Rights Agreemen

October 29, 2019 EX-3.1

Certificate of Amendment to the Certificate of Designation of 12% Redeemable Preferred Stock of McDermott International, Inc., dated October 24, 2019 (incorporated by reference to Exhibit 3.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. MCDERMOTT INTERNATIONAL, INC., a corporation incorporated and existing under the laws of the Republic of Panama (the “Corporation”), in accordance with the provisions of Section III, Article 20 of Law 32 of February 26, 1927 on Corporations of the Republi

October 29, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2019 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

October 29, 2019 EX-10.3

Warrant Agreement, dated as of October 25, 2019, by and between McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version MCDERMOTT INTERNATIONAL, INC. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of October 25, 2019 Warrants Exercisable for Shares of Common Stock TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construction 5 ARTICLE II APPOINTMENT OF WARRANT

October 29, 2019 EX-10.5

Amendment No. 1 to Consent and Waiver Agreement, dated October 28, 2019, by and among McDermott International, Inc., 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. (incorporated by reference to Exhibit 10.5 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.5 Exhibit 10.5 Execution Version AMENDMENT NO. 1 TO CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. October 28, 2019 This Amendment No. 1 to Consent and Waiver Agreement (this “Amendment”) is entered into on October 28, 2019 (the “Execution Date”), by and between McDermott International, Inc., a corporation incorporated and e

October 29, 2019 EX-10.1

Amendment No. 1 to Registration Rights Agreement, dated as of October 25, 2019, by and between McDermott International, Inc. and the holders party thereto (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of October 25, 2019 by and between McDermott International, Inc., a corporation organized under the laws of the Republic of Panama, and the parties specified on the signature pages hereto, and constitutes an amendment to that certain Registration Rights Agreemen

October 29, 2019 EX-3.1

Certificate of Amendment to the Certificate of Designation of 12% Redeemable Preferred Stock of McDermott International, Inc., dated October 24, 2019 (incorporated by reference to Exhibit 3.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 29, 2019 (File No. 1-08430)).

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF DESIGNATION OF 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. MCDERMOTT INTERNATIONAL, INC., a corporation incorporated and existing under the laws of the Republic of Panama (the “Corporation”), in accordance with the provisions of Section III, Article 20 of Law 32 of February 26, 1927 on Corporations of the Republi

October 21, 2019 EX-10.2

Consent and Amendment No. 1 to Letter of Credit Agreement, dated as of October 21, 2019, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.2 3 d24467dex102.htm EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corp

October 21, 2019 EX-10.1

Consent and Amendment No. 1 to Credit Agreement, dated October 21, 2019, by and among McDermott International, Inc., McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.1 2 d24467dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology

October 21, 2019 EX-10.2

Consent and Amendment No. 1 to Letter of Credit Agreement, dated as of October 21, 2019, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.2 3 d24467dex102.htm EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corp

October 21, 2019 EX-10.4

Consent and Waiver Agreement, dated October 21, 2019, by and among McDermott International, Inc., 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. (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.4 5 d24467dex104.htm EX-10.4 Exhibit 10.4 CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. October 21, 2019 Reference is made to (i) that certain Certificate of Designation (the “Certificate of Designation”) providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and th

October 21, 2019 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2019 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or Other Jurisdiction of Incorpora

October 21, 2019 EX-10.1

Consent and Amendment No. 1 to Credit Agreement, dated October 21, 2019, by and among McDermott International, Inc., McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.1 2 d24467dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology

October 21, 2019 EX-99.1

McDermott International Enters into Agreement for up to $1.7 Billion of New Financing • New facility underscores strong lender support for McDermott • Sale process continues for Lummus Technology

EX-99.1 6 d24467dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE McDermott International Enters into Agreement for up to $1.7 Billion of New Financing • New facility underscores strong lender support for McDermott • Sale process continues for Lummus Technology HOUSTON – October 21, 2019 – McDermott International, Inc. (NYSE: MDR) (collectively with its subsidiaries, the “Company”) today announced that

October 21, 2019 EX-10.3

Superpriority Senior Secured Credit Agreement, dated as of October 21, 2019, by and among McDermott International, Inc., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version SUPERPRIORITY SENIOR SECURED CREDIT AGREEMENT Dated as of October 21, 2019 among MCDERMOTT TECHNOLOGY (AMERICAS), INC., MCDERMOTT TECHNOLOGY (US), INC., and MCDERMOTT TECHNOLOGY, B.V., as Borrowers and MCDERMOTT INTERNATIONAL, INC., as Parent and THE LENDERS AND ISSUERS PARTY HERETO and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Revolving Administrativ

October 21, 2019 EX-99.2

Important Notice to Recipients THIS CONFIDENTIAL PRESENTATION CONTAINS MATERIAL NON-PUBLIC INFORMATION CONCERNING MCDERMOTT INTERNATIONAL, INC., ITS AFFILIATES, OR THEIR RESPECTIVE SECURITIES (COLLECTIVELY, “COMPANY SECURITIES”). BY ACCEPTING THIS CO

EX-99.2 Exhibit 99.2 Project Sprint Lender Presentation October 2019 Highly Confidential Exhibit 99.2 Project Sprint Lender Presentation October 2019 Highly Confidential Important Notice to Recipients THIS CONFIDENTIAL PRESENTATION CONTAINS MATERIAL NON-PUBLIC INFORMATION CONCERNING MCDERMOTT INTERNATIONAL, INC., ITS AFFILIATES, OR THEIR RESPECTIVE SECURITIES (COLLECTIVELY, “COMPANY SECURITIES”).

October 21, 2019 EX-10.4

Consent and Waiver Agreement, dated October 21, 2019, by and among McDermott International, Inc., 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. (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.4 5 d24467dex104.htm EX-10.4 Exhibit 10.4 CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. October 21, 2019 Reference is made to (i) that certain Certificate of Designation (the “Certificate of Designation”) providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and th

October 21, 2019 EX-10.4

Consent and Waiver Agreement, dated October 21, 2019, by and among McDermott International, Inc., 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. (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.4 5 d24467dex104.htm EX-10.4 Exhibit 10.4 CONSENT AND WAIVER AGREEMENT BY THE HOLDERS OF THE 12% REDEEMABLE PREFERRED STOCK OF MCDERMOTT INTERNATIONAL, INC. October 21, 2019 Reference is made to (i) that certain Certificate of Designation (the “Certificate of Designation”) providing for the designations, preferences, limitations and relative rights, voting, redemption and other rights and th

October 21, 2019 EX-10.2

Consent and Amendment No. 1 to Letter of Credit Agreement, dated as of October 21, 2019, by and among McDermott International, Inc., as a guarantor, McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., as co-applicants, a syndicate of participants and letter of credit issuers, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.2 3 d24467dex102.htm EX-10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT This AMENDMENT NO. 1 TO LETTER OF CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corp

October 21, 2019 EX-10.3

Superpriority Senior Secured Credit Agreement, dated as of October 21, 2019, by and among McDermott International, Inc., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 Execution Version SUPERPRIORITY SENIOR SECURED CREDIT AGREEMENT Dated as of October 21, 2019 among MCDERMOTT TECHNOLOGY (AMERICAS), INC., MCDERMOTT TECHNOLOGY (US), INC., and MCDERMOTT TECHNOLOGY, B.V., as Borrowers and MCDERMOTT INTERNATIONAL, INC., as Parent and THE LENDERS AND ISSUERS PARTY HERETO and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Revolving Administrativ

October 21, 2019 EX-10.1

Consent and Amendment No. 1 to Credit Agreement, dated October 21, 2019, by and among McDermott International, Inc., McDermott Technology (Americas), Inc., McDermott Technology (US), Inc. and McDermott Technology, B.V., a syndicate of lenders and letter of credit issuers, and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent, and Barclays Bank PLC, as administrative agent (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on October 21, 2019 (File No. 1-08430)).

EX-10.1 2 d24467dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment”) entered into and effective as of October 21, 2019 (the “Amendment No. 1 Effective Date”) is by and among McDermott Technology (Americas), Inc., a Delaware corporation (“MTA”), McDermott Technology (US), Inc. a Delaware corporation (“MTUS”), McDermott Technology

October 10, 2019 SC 13G/A

MDR / McDermott International, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: McDermott International Inc Title of Class of Securities: Common Stock CUSIP Number: 580037703 Date of Event Which Requires Filing of this Statement: September 30, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is

October 4, 2019 SC 13G/A

MDR / McDermott International, Inc. / Chatterjee Fund Management Lp - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 eh190113313ga1-mic.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MCDERMOTT INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $1.00 PER SHARE (Title of Class of Securities) 580037703 (CUSIP Number) September 30, 2019 (Date of Event which Requires Filing of th

October 4, 2019 EX-99.1

Joint Filing Agreement, dated October 4, 2019.

EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $1.00 per share, of McDermott International, Inc., a Panamanian co

July 30, 2019 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 29, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of incorporat

July 30, 2019 EX-99.1

McDermott Reports Second Quarter 2019 Financial and Operational Results $7.3 billion of new awards and book-to-bill ratio of 3.4x 34% sequential-quarter increase in backlog to $21 billion, including a record level of $8.9 billion for offshore/subsea

EX-99.1 Exhibit 99.1 McDermott Reports Second Quarter 2019 Financial and Operational Results $7.3 billion of new awards and book-to-bill ratio of 3.4x 34% sequential-quarter increase in backlog to $21 billion, including a record level of $8.9 billion for offshore/subsea Strong revenue coverage expected for 2020, with $7.4 billion already in current backlog Revenue opportunity pipeline remains stro

July 29, 2019 EX-99.1

McDermott Reports Second Quarter 2019 Financial and Operational Results $7.3 billion of new awards and book-to-bill ratio of 3.4x 34% sequential-quarter increase in backlog to $21 billion, including a record level of $8.9 billion for offshore/subsea

EX-99.1 Exhibit 99.1 McDermott Reports Second Quarter 2019 Financial and Operational Results $7.3 billion of new awards and book-to-bill ratio of 3.4x 34% sequential-quarter increase in backlog to $21 billion, including a record level of $8.9 billion for offshore/subsea Strong revenue coverage expected for 2020, with $7.4 billion already in current backlog Revenue opportunity pipeline remains stro

July 29, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d755079d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 29, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jur

July 29, 2019 EX-10.1

Form of 2019 Non-Employee Director Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 1-08430)).

Exhibit 10.1 McDERMOTT INTERNATIONAL, INC. Director Restricted Stock Unit Grant Agreement (May 2, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has approved a grant to you of 18,541 Restricted Stock Units (“RSUs”) under the 2019 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”), to be m

July 29, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-08430 McDERMOTT INTE

July 29, 2019 EX-4.1

Third Supplemental Indenture, dated July 8, 2019, among CB&I Storage Tank Solutions LLC, McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2019 (File No. 1-08430)).

Exhibit 4.1 Execution Version THIRD SUPPLEMENTAL INDENTURE AND GUARANTEE This Third Supplemental Indenture and Guarantee, dated as of July 8, 2019 (this “Supplemental Indenture” or “Guarantee”), among CB&I Storage Tank Solutions LLC, a Delaware limited liability company (the “New Guarantor”), McDermott Technology (Americas), Inc., a Delaware corporation, and McDermott Technology (US), Inc., a Dela

July 29, 2019 EX-4.1

Third Supplemental Indenture, dated July 8, 2019, among CB&I Storage Tank Solutions LLC, McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2019 (File No. 1-08430)).

Exhibit 4.1 Execution Version THIRD SUPPLEMENTAL INDENTURE AND GUARANTEE This Third Supplemental Indenture and Guarantee, dated as of July 8, 2019 (this “Supplemental Indenture” or “Guarantee”), among CB&I Storage Tank Solutions LLC, a Delaware limited liability company (the “New Guarantor”), McDermott Technology (Americas), Inc., a Delaware corporation, and McDermott Technology (US), Inc., a Dela

July 29, 2019 EX-4.1

Third Supplemental Indenture, dated July 8, 2019, among CB&I Storage Tank Solutions LLC, McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc., and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2019 (File No. 1-08430)).

Exhibit 4.1 Execution Version THIRD SUPPLEMENTAL INDENTURE AND GUARANTEE This Third Supplemental Indenture and Guarantee, dated as of July 8, 2019 (this “Supplemental Indenture” or “Guarantee”), among CB&I Storage Tank Solutions LLC, a Delaware limited liability company (the “New Guarantor”), McDermott Technology (Americas), Inc., a Delaware corporation, and McDermott Technology (US), Inc., a Dela

July 29, 2019 EX-10.1

Form of 2019 Non-Employee Director Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 1-08430)).

Exhibit 10.1 McDERMOTT INTERNATIONAL, INC. Director Restricted Stock Unit Grant Agreement (May 2, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has approved a grant to you of 18,541 Restricted Stock Units (“RSUs”) under the 2019 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”), to be m

July 29, 2019 EX-10.1

Form of 2019 Non-Employee Director Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No. 1-08430)).

Exhibit 10.1 McDERMOTT INTERNATIONAL, INC. Director Restricted Stock Unit Grant Agreement (May 2, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has approved a grant to you of 18,541 Restricted Stock Units (“RSUs”) under the 2019 McDermott International, Inc. Long-Term Incentive Plan (the “Plan”), to be m

June 14, 2019 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $1.

June 14, 2019 SC 13G

MDR / McDermott International, Inc. / Chatterjee Fund Management Lp - MCDERMOTT 13G Passive Investment

SC 13G 1 mdm13gjune142019.htm MCDERMOTT 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MCdERmott international, inc. (Name of Issuer) Common Stock, PAR VALUE $1.00 per share (Title of Class of Securities) 580037703 (CUSIP Number) JUNE 4, 2019 (Date of Event Which Requires Filing of this Statement)

June 14, 2019 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $1.

June 14, 2019 EX-1

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, par value $1.

June 7, 2019 TEXT-EXTRACT

MDR / McDermott International, Inc. TEXT-EXTRACT - -

June 7, 2019 Stuart Spence Chief Financial Officer MCDERMOTT INTERNATIONAL INC 757 N.

June 7, 2019 LETTER

LETTER

June 7, 2019 Stuart Spence Chief Financial Officer MCDERMOTT INTERNATIONAL INC 757 N.

May 31, 2019 EX-1.01

Conflict Minerals Report.

EX-1.01 2 d753604dex101.htm EX-1.01 Exhibit 1.01 McDermott International, Inc. Conflict Minerals Report For the reporting period from January 1, 2018 to December 31, 2018 1. Introduction This Conflict Minerals Report (this “Report”) of McDermott International, Inc. (together with its consolidated subsidiaries, “McDermott,” “we” or “us”) has been prepared pursuant to Rule 13p-1 promulgated by the U

May 31, 2019 EX-1.01

Conflict Minerals Report.

EX-1.01 2 d753604dex101.htm EX-1.01 Exhibit 1.01 McDermott International, Inc. Conflict Minerals Report For the reporting period from January 1, 2018 to December 31, 2018 1. Introduction This Conflict Minerals Report (this “Report”) of McDermott International, Inc. (together with its consolidated subsidiaries, “McDermott,” “we” or “us”) has been prepared pursuant to Rule 13p-1 promulgated by the U

May 31, 2019 EX-1.01

Conflict Minerals Report.

EX-1.01 2 d753604dex101.htm EX-1.01 Exhibit 1.01 McDermott International, Inc. Conflict Minerals Report For the reporting period from January 1, 2018 to December 31, 2018 1. Introduction This Conflict Minerals Report (this “Report”) of McDermott International, Inc. (together with its consolidated subsidiaries, “McDermott,” “we” or “us”) has been prepared pursuant to Rule 13p-1 promulgated by the U

May 31, 2019 SD

MDR / McDermott International, Inc. SD - - SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report McDermott International, Inc. (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 001-08430 72-0593134 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 757 N. Eldridge Parkway Houston, Texas 77079 (Address of

May 30, 2019 CORRESP

MDR / McDermott International, Inc. CORRESP - -

CORRESP 1 filename1.htm McDermott International, Inc. 757 N. Eldridge Pkwy. Houston, Texas 77079 USA Tel: +1 281 870 5000 mcdermott.com May 30, 2019 Mr. Terence O’Brien Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing and Construction 100 F. Street, N.E. Washington, D.C. 20549 Re:McDermott International, Inc. Form 10-K

May 20, 2019 TEXT-EXTRACT

MDR / McDermott International, Inc. TEXT-EXTRACT - -

May 20, 2019 Stuart Spence Chief Financial Officer MCDERMOTT INTERNATIONAL INC 757 N.

May 20, 2019 LETTER

LETTER

May 20, 2019 Stuart Spence Chief Financial Officer MCDERMOTT INTERNATIONAL INC 757 N.

May 2, 2019 S-8

MDR / McDermott International, Inc. S-8 S-8

S-8 As filed with the Securities and Exchange Commission on May 2, 2019 Registration No.

May 2, 2019 EX-99.1

McDermott Announces Results of Annual Stockholders’ Meeting

EX-99.1 Exhibit 99.1 NEWS RELEASE McDermott Announces Results of Annual Stockholders’ Meeting HOUSTON – May 2, 2019 – McDermott International, Inc. (NYSE: MDR) announced today the results of its Annual Meeting of Stockholders held Thursday, May 2, 2019 in London, England. Based on the voting results from the meeting, stockholders elected Forbes I.J. Alexander, Philippe C. Barril, John F. Bookout,

May 2, 2019 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 2, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of incor

May 2, 2019 CORRESP

MDR / McDermott International, Inc. CORRESP - -

McDermott International, Inc. 757 N. Eldridge Pkwy. Houston, Texas 77079 USA Tel: +1 281 870 5000 mcdermott.com May 2, 2019 Mr. Terence O’Brien Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing and Construction 100 F. Street, N.E. Washington, D.C. 20549 Re: McDermott International, Inc. Form 10-K for Fiscal Year Ended D

April 29, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 29, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of incorpo

April 29, 2019 EX-99.1

McDermott Reports First Quarter 2019 Financial and Operational Results New awards of $6.7 billion and book-to-bill ratio of 3.0x 41% sequential-quarter increase in backlog to $15.4 billion No material increase in cost estimates on Cameron LNG and Fre

EX-99.1 Exhibit 99.1 McDermott Reports First Quarter 2019 Financial and Operational Results New awards of $6.7 billion and book-to-bill ratio of 3.0x 41% sequential-quarter increase in backlog to $15.4 billion No material increase in cost estimates on Cameron LNG and Freeport LNG projects; Cameron commercial discussions continue to progress Focus on operational excellence drives solid portfolio ex

April 29, 2019 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-08430 McDERMOTT INT

April 22, 2019 LETTER

LETTER

April 22, 2019 Stuart Spence Chief Financial Officer MCDERMOTT INTERNATIONAL INC 757 N.

April 22, 2019 TEXT-EXTRACT

MDR / McDermott International, Inc. TEXT-EXTRACT - -

April 22, 2019 Stuart Spence Chief Financial Officer MCDERMOTT INTERNATIONAL INC 757 N.

March 22, 2019 DEFA14A

MDR / McDermott International, Inc. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 22, 2019 DEFA14A

MDR / McDermott International, Inc. DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 22, 2019 DEF 14A

DEFINITIVE PROXY STATEMENT

March 22, 2019 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14

March 5, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2019 McDermott International, Inc. (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 001-08430 72-0593134 (State or other jurisdiction of inc

March 5, 2019 EX-10.2

Form of 2019 Performance Unit Grant Agreement (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.2 3 d700356dex102.htm EX-10.2 Exhibit 10.2 McDERMOTT INTERNATIONAL, INC. Performance Unit Grant Agreement (February 27, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of performance units (“Performance Units”) under the [2016 McDermott International, Inc. Long-Ter

March 5, 2019 EX-10.5

Amended and Restated Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.5 Exhibit 10.5 CHICAGO BRIDGE & IRON 2008 LONG-TERM INCENTIVE PLAN (As amended and restated effective February 27, 2019) ARTICLE 1 Establishment, Objectives and Duration 1.1 Establishment of the Plan. McDermott International, Inc., a corporation organized and existing under the laws of the Republic of Panama (hereinafter referred to as the “Company”), having assumed sponsorship for the Chica

March 5, 2019 EX-10.2

Form of 2019 Performance Unit Grant Agreement (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.2 3 d700356dex102.htm EX-10.2 Exhibit 10.2 McDERMOTT INTERNATIONAL, INC. Performance Unit Grant Agreement (February 27, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of performance units (“Performance Units”) under the [2016 McDermott International, Inc. Long-Ter

March 5, 2019 EX-10.3

Form of Change in Control Agreement (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), [●] (the “Employer”), and [●] (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the

March 5, 2019 EX-10.4

Form of Change in Control Agreement for Operational Officers (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), [●] (the “Employer”), and [●] (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the

March 5, 2019 EX-10.4

Form of Change in Control Agreement for Operational Officers (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), [●] (the “Employer”), and [●] (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the

March 5, 2019 EX-10.1

Form of 2019 Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.1 2 d700356dex101.htm EX-10.1 Exhibit 10.1 McDERMOTT INTERNATIONAL, INC. Restricted Stock Unit Grant Agreement (February 27, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of Restricted Stock Units (“RSUs”) under the [2016 McDermott International, Inc. Long-Term I

March 5, 2019 EX-10.2

Form of 2019 Performance Unit Grant Agreement (incorporated by reference to Exhibit 10.2 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.2 3 d700356dex102.htm EX-10.2 Exhibit 10.2 McDERMOTT INTERNATIONAL, INC. Performance Unit Grant Agreement (February 27, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of performance units (“Performance Units”) under the [2016 McDermott International, Inc. Long-Ter

March 5, 2019 EX-10.1

Form of 2019 Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.1 2 d700356dex101.htm EX-10.1 Exhibit 10.1 McDERMOTT INTERNATIONAL, INC. Restricted Stock Unit Grant Agreement (February 27, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of Restricted Stock Units (“RSUs”) under the [2016 McDermott International, Inc. Long-Term I

March 5, 2019 EX-10.5

Amended and Restated Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.5 Exhibit 10.5 CHICAGO BRIDGE & IRON 2008 LONG-TERM INCENTIVE PLAN (As amended and restated effective February 27, 2019) ARTICLE 1 Establishment, Objectives and Duration 1.1 Establishment of the Plan. McDermott International, Inc., a corporation organized and existing under the laws of the Republic of Panama (hereinafter referred to as the “Company”), having assumed sponsorship for the Chica

March 5, 2019 EX-10.3

Form of Change in Control Agreement (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), [●] (the “Employer”), and [●] (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the

March 5, 2019 EX-10.1

Form of 2019 Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.1 2 d700356dex101.htm EX-10.1 Exhibit 10.1 McDERMOTT INTERNATIONAL, INC. Restricted Stock Unit Grant Agreement (February 27, 2019) The Compensation Committee of the Board of Directors (the “Committee”) of McDermott International, Inc. (“McDermott” or the “Company”) has selected you to receive a grant of Restricted Stock Units (“RSUs”) under the [2016 McDermott International, Inc. Long-Term I

March 5, 2019 EX-10.4

Form of Change in Control Agreement for Operational Officers (incorporated by reference to Exhibit 10.4 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.4 Exhibit 10.4 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), [●] (the “Employer”), and [●] (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the

March 5, 2019 EX-10.3

Form of Change in Control Agreement (incorporated by reference to Exhibit 10.3 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.3 Exhibit 10.3 CHANGE IN CONTROL AGREEMENT This Change in Control Agreement (this “Agreement”) is by and among McDermott International, Inc. (the “Company”), [●] (the “Employer”), and [●] (“Executive”). The Company and the Employer consider it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the

March 5, 2019 EX-10.5

Amended and Restated Chicago Bridge & Iron 2008 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on March 5, 2019 (File No. 1-08430)).

EX-10.5 Exhibit 10.5 CHICAGO BRIDGE & IRON 2008 LONG-TERM INCENTIVE PLAN (As amended and restated effective February 27, 2019) ARTICLE 1 Establishment, Objectives and Duration 1.1 Establishment of the Plan. McDermott International, Inc., a corporation organized and existing under the laws of the Republic of Panama (hereinafter referred to as the “Company”), having assumed sponsorship for the Chica

February 25, 2019 S-3ASR

MDR / McDermott International, Inc. S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 25, 2019 Registration No.

February 25, 2019 EX-99.1

McDermott Reports Fourth Quarter and Full Year 2018 Financial and Operational Results Fourth quarter impacted by $2.2 billion non-cash goodwill impairment and other items Changes in estimated costs on Cameron LNG, Freeport LNG and Calpine power proje

EX-99.1 Exhibit 99.1 McDermott Reports Fourth Quarter and Full Year 2018 Financial and Operational Results Fourth quarter impacted by $2.2 billion non-cash goodwill impairment and other items Changes in estimated costs on Cameron LNG, Freeport LNG and Calpine power projects Year-end 2018 backlog of $10.9 billion and early Q1 2019 awards of approximately $5.5 billion Continued end-market inflection

February 25, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 25, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of inco

February 25, 2019 EX-21.1

Significant Subsidiaries of the Registrant.

Exhibit 21.1 McDERMOTT INTERNATIONAL, INC. SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT YEAR ENDED DECEMBER 31, 2018 McDermott International, Inc. Panama McDermott International Management, S. de RL. Panama J. Ray McDermott, S.A. Panama Hydro Marine Services, Inc. Panama McDermott Technology (Americas), Inc. Delaware McDermott Technology (US), Inc. Delaware Lummus Technology LLC Delaware McDermott T

February 25, 2019 EX-21.1

Significant Subsidiaries of the Registrant.

Exhibit 21.1 McDERMOTT INTERNATIONAL, INC. SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT YEAR ENDED DECEMBER 31, 2018 McDermott International, Inc. Panama McDermott International Management, S. de RL. Panama J. Ray McDermott, S.A. Panama Hydro Marine Services, Inc. Panama McDermott Technology (Americas), Inc. Delaware McDermott Technology (US), Inc. Delaware Lummus Technology LLC Delaware McDermott T

February 25, 2019 10-K

mdr-10k_20181231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-08430 McDERMOTT INTER

February 25, 2019 EX-21.1

Significant Subsidiaries of the Registrant.

Exhibit 21.1 McDERMOTT INTERNATIONAL, INC. SIGNIFICANT SUBSIDIARIES OF THE REGISTRANT YEAR ENDED DECEMBER 31, 2018 McDermott International, Inc. Panama McDermott International Management, S. de RL. Panama J. Ray McDermott, S.A. Panama Hydro Marine Services, Inc. Panama McDermott Technology (Americas), Inc. Delaware McDermott Technology (US), Inc. Delaware Lummus Technology LLC Delaware McDermott T

February 19, 2019 SC 13D/A

MDR / McDermott International, Inc. / GOLDMAN SACHS GROUP INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* MCDERMOTT INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 580037703 (CUSIP Number) David S. Thomas, Esq. Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 (212) 902-1000 (Name, Address

February 19, 2019 EX-99.1

Joint Filing Agreement (filed herewith)

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $1.00 per share, of McDermott International, Inc. and further agree to the filing of this agreement as an Exhibit

February 19, 2019 EX-24.8

Power of Attorney, relating to Apicorp Managed Account Investment Vehicle, L.P. (filed herewith).

EXHIBIT 24.8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that APICORP MANAGED ACCOUNT INVESTMENT VEHICLE, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Jamison Yardley and Jess J. Morrison acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually

February 19, 2019 EX-24.8

Power of Attorney, relating to Apicorp Managed Account Investment Vehicle, L.P. (filed herewith).

EXHIBIT 24.8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that APICORP MANAGED ACCOUNT INVESTMENT VEHICLE, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Jamison Yardley and Jess J. Morrison acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually

February 19, 2019 EX-24.8

Power of Attorney, relating to Apicorp Managed Account Investment Vehicle, L.P. (filed herewith).

EXHIBIT 24.8 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that APICORP MANAGED ACCOUNT INVESTMENT VEHICLE, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Jamison Yardley and Jess J. Morrison acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually

February 13, 2019 EX-99.1

McDermott Offers Comment on Cameron LNG Project

EX-99.1 Exhibit 99.1 NEWS RELEASE McDermott Offers Comment on Cameron LNG Project HOUSTON, February 13, 2019 – McDermott International, Inc. (NYSE: MDR) today commented on its assessment of the financial position of the Cameron LNG project as of the end of the fourth quarter of 2018. McDermott’s comment follows the release on February 13, 2019 of quarterly financial results by Chiyoda Corporation,

February 13, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 13, 2019 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of inco

February 11, 2019 SC 13G/A

MDR / McDermott International, Inc. / VANGUARD GROUP INC Passive Investment

mcdermottinternationalinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: McDermott International Inc Title of Class of Securities: Common Stock CUSIP Number: 580037703 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check th

February 8, 2019 SC 13G/A

MDR / McDermott International, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* MCDERMOTT INTL INC (Name of Issuer) Common Stock (Title of Class of Securities) 580037703 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

December 11, 2018 EX-24.3

POWER OF ATTORNEY

EXHIBIT 24.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII OFFSHORE INVESTMENTS, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the

December 11, 2018 EX-24.2

POWER OF ATTORNEY

EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Laura A. Molina, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney,

December 11, 2018 EX-24.3

POWER OF ATTORNEY

EXHIBIT 24.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII OFFSHORE INVESTMENTS, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the

December 11, 2018 EX-24.6

POWER OF ATTORNEY

EXHIBIT 24.6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-

December 11, 2018 EX-24.6

POWER OF ATTORNEY

EXHIBIT 24.6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-

December 11, 2018 EX-24.5

POWER OF ATTORNEY

EXHIBIT 24.5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII INVESTMENTS B, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorne

December 11, 2018 EX-24.2

POWER OF ATTORNEY

EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Laura A. Molina, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney,

December 11, 2018 EX-24.2

POWER OF ATTORNEY

EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN SACHS & CO. LLC (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Laura A. Molina, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney,

December 11, 2018 EX-24.5

POWER OF ATTORNEY

EXHIBIT 24.5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII INVESTMENTS B, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorne

December 11, 2018 EX-24.5

POWER OF ATTORNEY

EXHIBIT 24.5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII INVESTMENTS B, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorne

December 11, 2018 EX-24.7

POWER OF ATTORNEY

EXHIBIT 24.7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII ADVISORS B, LTD. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-

December 11, 2018 EX-24.1

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the

December 11, 2018 EX-24.1

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the

December 11, 2018 EX-24.1

POWER OF ATTORNEY

EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the

December 11, 2018 EX-24.3

POWER OF ATTORNEY

EXHIBIT 24.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII OFFSHORE INVESTMENTS, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the

December 11, 2018 EX-24.3

POWER OF ATTORNEY

EXHIBIT 24.3 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII OFFSHORE INVESTMENTS, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the

December 11, 2018 EX-24.6

POWER OF ATTORNEY

EXHIBIT 24.6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-

December 11, 2018 EX-24.7

POWER OF ATTORNEY

EXHIBIT 24.7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII ADVISORS B, LTD. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-

December 11, 2018 EX-24.7

POWER OF ATTORNEY

EXHIBIT 24.7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII ADVISORS B, LTD. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-

December 11, 2018 EX-24.4

POWER OF ATTORNEY

EXHIBIT 24.4 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII - PARALLEL B, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorney

December 11, 2018 EX-24.5

POWER OF ATTORNEY

EXHIBIT 24.5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII INVESTMENTS B, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorne

December 11, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 9 ml13dex991.htm EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $1.00 per share, of McDermott International, Inc. and further agree to the filing of thi

December 11, 2018 EX-24.7

POWER OF ATTORNEY

EXHIBIT 24.7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that WEST STREET CAPITAL PARTNERS VII ADVISORS B, LTD. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor, Laura A. Molina, Jamison Yardley and Jess J. Morrison (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-

December 11, 2018 SC 13D

MDR / McDermott International, Inc. / GOLDMAN SACHS GROUP INC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 MCDERMOTT INTERNATIONAL, INC. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 580037703 (CUSIP Number) David S. Thomas, Esq. Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 (212) 902-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communica

November 29, 2018 EX-10.1

Registration Rights Agreement, dated as of November 29, 2018, by and among McDermott International, Inc., West Street Capital Partners VII Offshore Investments, L.P., West Street Capital Partners VII Investments B, L.P. and West Street Capital Partners VII – Parallel B, L.P. (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on November 29, 2018 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG MCDERMOTT INTERNATIONAL, INC. AND THE PURCHASERS PARTY HERETO Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Registrable Securities 4 Section 1.03 Rules of Construction 5 ARTICLE II REGISTRATION RIGHTS 5 Section 2.01 Shelf Registration 5 Section 2.02 Delay Rights 7 Section 2.03

November 29, 2018 EX-10.1

Registration Rights Agreement, dated as of November 29, 2018, by and among McDermott International, Inc., West Street Capital Partners VII Offshore Investments, L.P., West Street Capital Partners VII Investments B, L.P. and West Street Capital Partners VII – Parallel B, L.P. (incorporated by reference to Exhibit 10.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on November 29, 2018 (File No. 1-08430)).

EX-10.1 Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT BY AND AMONG MCDERMOTT INTERNATIONAL, INC. AND THE PURCHASERS PARTY HERETO Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Registrable Securities 4 Section 1.03 Rules of Construction 5 ARTICLE II REGISTRATION RIGHTS 5 Section 2.01 Shelf Registration 5 Section 2.02 Delay Rights 7 Section 2.03

November 29, 2018 EX-4.1

Warrant Agreement, dated as of November 29, 2018, among McDermott International, Inc., Computershare Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to McDermott International, Inc.’s Current Report on Form 8-K filed with the SEC on November 29, 2018 (File No. 1-08430)).

EX-4.1 Exhibit 4.1 Execution Version MCDERMOTT INTERNATIONAL, INC. (as Issuer) and Computershare Inc. and Computershare Trust Company, N.A. (as Warrant Agent) Warrant Agreement Dated as of November 29, 2018 Warrants Exercisable for Shares of Common Stock TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Construction 5 ARTICLE II APPOINTMENT OF WARRANT

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista