McDermott International, Inc. Announces Public Offering Of Tangible Equity Units

McDermott International, Inc. (MDR) today announced that it intends, subject to market and other conditions, to offer 10,000,000 tangible equity units (the “Units”), each with a stated value of $25.00, in an underwritten public offering. In addition, McDermott intends to grant the underwriter an option to purchase up to an additional 1,500,000 Units. Each Unit will consist of a prepaid stock purchase contract and an amortizing note. Unless earlier settled, each stock purchase contract will automatically settle on April 1, 2017 for shares of McDermott’s common stock (subject to postponement in limited circumstances). The amortizing notes will pay proportionally equal quarterly installments that will constitute a payment of interest and a partial repayment of principal. The amortizing notes will have a final installment payment date of April 1, 2017 and will be unsecured senior obligations of McDermott. All of the securities to be offered will be issued under McDermott’s currently effective shelf registration statement. McDermott's common stock is listed on the New York Stock Exchange under the symbol “MDR.”

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

There can be no assurance that the financing transactions described in this press release will occur, and, even if they do occur, there can be no assurance as to what their terms will be. In addition, McDermott reserves the right to pursue other financing transactions in place of, or in addition to, the transactions described in this press release.

Goldman, Sachs & Co. will serve as the sole book-running manager for the offering.

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

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Units or any other securities, nor shall there be any sale of the Units or any other securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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