MDR McDermott International Inc

On April 9, 2018, McDermott International, Inc. (“McDermott”) gave conditional notice of optional full redemption pursuant to the Indenture, dated as of April 16, 2014 (as amended, supplemented, or otherwise modified, the “Indenture”), by and among McDermott, the guarantors party thereto and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), that, subject to the satisfaction of the Condition (as defined below), McDermott has elected to redeem (the “Redemption”), on May 10, 2018 or such later date on or before June 8, 2018 on which the Condition shall have occurred or otherwise been satisfied or waived by McDermott (the “Redemption Date”) all of its outstanding 8.000% Senior Secured Notes due 2021 (together with the related subsidiary guarantees, the “Senior Secured Notes”).

The redemption price with respect to any redeemed Senior Secured Note will be equal to 102.000% of the principal amount of such Senior Secured Note, plus accrued and unpaid interest thereon up to, but not including, the Redemption Date. The Redemption is subject to and conditioned on McDermott’s deposit with the Trustee of funds from one or more debt financing transactions completed after April 9, 2018 and prior to the Redemption Date, together with cash on hand, in an amount sufficient to pay the redemption price for all of the Senior Secured Notes, plus accrued and unpaid interest thereon up to, but not including, the Redemption Date (the “Condition”). The Redemption will not occur in the event that the Condition has not been satisfied or waived by McDermott by the Redemption Date.

A copy of the conditional notice of optional full redemption referred to above is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K does not constitute a notice of redemption under the Indenture.

All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release relate to, among other things, the intention to consummate the Redemption. Although McDermott believes that the expectations reflected in those forward-looking statements are reasonable, McDermott can give no assurance that those expectations will prove to have been correct. Those statements are made by using various underlying assumptions and are subject to various uncertainties. Factors which could cause actual results to differ from those expectations include, but are not limited to, the ability of the Condition to be met and any additional factors identified in McDermott’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including those in its Annual Report on Form 10-K for the year ended December 31, 2017 under the heading entitled “Risk Factors.” This Current Report on Form 8-K reflects expectations as of the date hereof. Except to the extent required by applicable law, McDermott undertakes no obligation to update or revise any forward-looking statement.