HOUSTON, May 18, 2018 /PRNewswire/ -- McDermott
International, Inc. ("McDermott" or the "Company") (NYSE:MDR) today
announced that, in connection with its combination with Chicago
Bridge & Iron Company N.V. ("CB&I"), the Dutch dividend
withholding tax obligation incurred in connection with the
liquidation of Comet I B.V., a company organized under the laws of
the Netherlands as a direct wholly
owned subsidiary of CB&I, has been satisfied by a payment
finalized on May 17, 2018.
As previously announced, the consideration provided to former
shareholders of CB&I who did not validly tender in McDermott's
exchange offer is subject to a Dutch dividend withholding
tax. As part of the overall business combination transaction,
those shareholders became shareholders of CB&I Newco and became
entitled to receive, in connection with the liquidation of CB&I
Newco, the same consideration offered in the exchange offer
(i.e. 0.82407 shares of McDermott common stock for each
share of CB&I common stock, together with cash in lieu of
fractional shares), subject to reduction by the Dutch dividend
withholding tax.
Based on final computations made as of May 10, 2018, taking into account the number of
shares of CB&I common stock not tendered in the exchange offer,
the average paid-up capital of CB&I recognized for Dutch
dividend withholding tax purposes with respect to such shares
(approximately $319 million), the
Euros/Dollars exchange rate in effect at the time of the tax
payment and other applicable amounts, the aggregate amount of
applicable Dutch dividend withholding tax was approximately
$40.8 million. The liquidator of
Comet I B.V. caused payment obligations with respect to such tax to
be satisfied by directing the exchange agent to (1) sell shares of
McDermott common stock that were previously deposited with the
exchange agent in an amount necessary to fund the payment of the
aggregate Dutch dividend withholding tax and (2) remit the proceeds
of such sale to the Dutch tax authorities, all as contemplated by
McDermott's previously filed Registration Statement on Form S-4,
the related exchange offer prospectus and various other related
documents that were circulated to CB&I stockholders in
connection with the exchange offer. Accordingly, the exchange
agent sold approximately 1.9 million shares of McDermott common
stock at an average price of $21.44
per share and remitted the proceeds to the relevant Dutch tax
authority. As a result, approximately 27.7 million shares of
McDermott common stock remained to be distributed to the former
shareholders of CB&I who did not validly tender in McDermott's
exchange offer, and, after giving effect to the payment of the
Dutch dividend withholding tax, those holders are entitled to
receive 0.771059 shares of McDermott common stock, and cash in lieu
of fractional shares, in respect of each former share of CB&I
common stock. The final distribution of those shares is being
effected today.
About McDermott
McDermott is a premier, fully integrated provider of technology,
engineering and construction solutions to the energy industry. For
more than a century, customers have trusted McDermott to design and
build end-to-end infrastructure and technology solutions—from the
wellhead to the storage tank—to transport and transform oil and gas
into the products the world needs today. Our proprietary
technologies, integrated expertise and comprehensive solutions
deliver certainty, innovation and added value to energy projects
around the world. Customers rely on McDermott to deliver certainty
to the most complex projects, from concept to commissioning. It is
called the "One McDermott Way." Operating in over 54 countries,
McDermott's locally focused and globally-integrated resources
include approximately 40,000 employees and engineers, a diversified
fleet of specialty marine construction vessels and fabrication
facilities around the world. To learn more, visit
www.mcdermott.com.
Forward-Looking Statements
In accordance with the
Safe Harbor provisions of the Private Securities Litigation Reform
Act of 1995, McDermott cautions that statements in this press
release which are forward-looking, and provide other than
historical information, involve risks, contingencies and
uncertainties that may impact McDermott's actual results of
operations. These forward-looking statements include, among other
things, statements about the expected scope, execution and timing
of the project discussed in this press release. Although we believe
that the expectations reflected in those forward-looking statements
are reasonable, we can give no assurance that those expectations
will prove to have been correct. Those statements are made by using
various underlying assumptions and are subject to numerous risks,
contingencies and uncertainties, including, among others: adverse
changes in the markets in which we operate or credit markets, our
inability to successfully execute on contracts in backlog, changes
in project design or schedules, the availability of qualified
personnel, changes in the terms, scope or timing of contracts,
contract cancellations, change orders and other modifications and
actions by our customers and other business counterparties, changes
in industry norms and adverse outcomes in legal or other dispute
resolution proceedings. If one or more of these risks materialize,
or if underlying assumptions prove incorrect, actual results may
vary materially from those expected. For a more complete discussion
of these and other risk factors, please see McDermott's annual and
quarterly filings with the Securities and Exchange Commission,
including its annual report on Form 10-K for the year ended
December 31, 2017 and subsequent
quarterly reports on Form 10-Q. This press release reflects
management's views 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.
Investors: Scott Lamb, +1 832
513 1068, Scott.Lamb@McDermott.com
Media:
Gentry Brann, +1 832 513 1031 or +1 281 870 5269,
Gentry.Brann@McDermott.com
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SOURCE McDermott International, Inc.