Confirmation of the Plan

As previously disclosed, on January 21, 2020, McDermott International, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to pursue a Joint Prepackaged Chapter 11 Plan of Reorganization. The Chapter 11 Cases are being jointly administered under the caption In re McDermott International, Inc., et al., No. 20-30336.

On March 12, 2020, the Bankruptcy Court entered the Order Approving the Debtors’ Disclosure Statement and Confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (Technical Modifications) of McDermott International, Inc. and its Debtor Affiliates [Docket No. 665] (the “Confirmation Order”), which approved and confirmed the the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (Technical Modifications) of McDermott International, Inc. and Its Debtor Affiliates [Docket No. 651] (the “Plan”).

The Debtors expect that the effective date of the Plan will occur as soon as all conditions precedent to the Plan have been satisfied (the “Effective Date”). Although the Debtors are expecting the occurrence of the Effective Date as soon as reasonably practicable, the Debtors can make no assurance as to when, or ultimately if, the Plan will become effective. It is also possible that amendments could be made to the Plan prior to the Effective Date.

Summary of Material Features of the Plan

The following is a summary of the material terms of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Confirmation Order and the Plan, which are attached hereto as Exhibits 99.1 and 2.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. Any capitalized terms not defined in this Current Report on Form 8-K have the meanings assigned to them in the Plan.

Treatment of Claims and Interests under the Plan

The Plan contemplates the following treatment of claims against and interests in the Debtors:

Lummus Technology Sale

As previously announced, on January 21, 2020, certain subsidiaries of the Company entered into a share and asset purchase agreement (“Purchase Agreement”) with a buyer, Illuminate Buyer, LLC (the “Buyer”), pursuant to which the Buyer agreed to purchase, subject to the terms and conditions contained therein, all of the equity interests in each of Lummus Technology LLC, McDermott Technology (2), B.V., and certain other affiliated entities and ventures, along with certain other assets which, collectively, constitute the “Technology Business.”

The Plan requires that, on or prior to the Effective Date, the Debtors will complete the Lummus Technology Sale. Under the terms of the Purchase Agreement, the Buyer has agreed, absent any higher or otherwise better bid, to acquire the Lummus Technology business for a purchase price of $2.725 billion, subject to certain adjustments. On February 24, 2020, the Bankruptcy Court approved the selection of the Buyer and the contractual protections provided to the Buyer under the Purchase Agreement, as well as the bidding procedures for the ultimate sale process. In connection with entry of the Confirmation Order on

March 12, 2020, the Bankruptcy Court approved the Lummus Technology sale in its entirety. The sale is required to close on or prior to the Effective Date.

Capital Structure

As of the Effective Date, Reorganized McDermott will issue New Common Stock to certain holders of claims against and interests in the Debtors, and the Company’s shares of each existing equity interest in any of the Debtors outstanding prior to the Effective Date will be cancelled, in each case as provided in the Plan. As of February 26, 2020, there were 193,081,224 shares of the Company’s existing common stock outstanding. Under the Plan, Reorganized McDermott’s new organizational documents will become effective on the Effective Date. Reorganized McDermott’s new organizational documents will authorize Reorganized McDermott to issue shares of New Common Stock and New Warrants pursuant to the Plan. The shares of New Common Stock and New Warrants issued pursuant to the Plan will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by section 1145 of the Bankruptcy Code.

Exit Financing

The Plan is expected to be funded by the following exit financings, subject to certain customary conditions:

The aggregate amount of commitments under the LC Exit Facilities and the Cash Secured LC Exit Facility will be approximately $2.4 billion.

Management Incentive Plan

Effective on the Effective Date, Reorganized McDermott will (i) reserve 7.5% of New Common Stock (on a fully diluted and fully distributed basis, but subject to dilution on account of the New Warrants) which may be granted in the form of options, restricted stock, restricted stock units, warrants, stock appreciations rights or any combination thereof (each an “Award” and such reserve, the “MIP Pool”) for grant to management employees and members of the board of directors of Reorganized McDermott (the “New Board”) in accordance with the terms of the Plan and as set forth in the Plan Supplement and (ii) enter into

severance and change in control arrangements (“Severance Arrangements”) with senior executives of the Debtors that are insiders pursuant to Section 16 of the Exchange Act (“Senior Executives”) in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders. The New Board shall grant no less than 53.33% of the MIP Pool to the employees of the Debtors no later than 60 days following the Effective Date (the “Emergence Awards”) with the terms of the Emergence Awards to be determined as set forth in the Plan Supplement and the remainder of the MIP Pool will be available for future grants to management, employees, and members of the New Board with allocations, terms, and conditions to be determined by the New Board. A Senior Executive will be permitted to voluntarily terminate for “Good Reason” and receive the severance benefits under the Severance Arrangements if the Senior Executive does not receive an Emergence Award.

Certain Information Regarding Assets and Liabilities of the Debtors

Information regarding the assets and liabilities of the Debtors as of the most recent practicable date is hereby incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2019, filed with the Securities and Exchange Commission on February 28, 2020.