MDR McDermott International Inc

J. Ray McDermott, S.A. ("J. Ray"), a subsidiary of McDermott International, Inc. ("McDermott") (NYSE:MDR), announced today the pricing terms of its previously announced cash tender offer and consent solicitation (collectively, the "Offer") to purchase all of J. Ray's outstanding 11% Senior Secured Notes due 2013 (the "Notes"), with an aggregate principal amount of $200 million outstanding. The Offer remains open and is scheduled to expire at 5:00 p.m., New York City time, on June 1, 2006, unless otherwise extended (the "Expiration Date"). Through May 16, 2006, 100 percent of the Notes have been tendered in the Offer. In connection with the Offer, J. Ray is soliciting consents from holders of the Notes to (i) amend the indenture governing the Notes to eliminate or modify most of the restrictive covenants and certain other provisions of the Notes and the indenture and (ii) authorize amendments to collateral documents that provide security for the Notes, in order to allow J. Ray and its subsidiaries to grant second-priority liens on the collateral. The total consideration for the Notes was determined as of 10:00 a.m., New York City time, May 17, 2006 by reference to a fixed spread of 50 basis points over the yield on the 3.375% U.S. Treasury Note due December 15, 2008. The total consideration per $1,000 principal amount of the Notes validly tendered at or prior to 5:00 p.m., New York City time, on May 16, 2006 (the "Consent Date") and accepted for payment will be $1,187.19. The total consideration includes a cash consent payment of $30 per $1,000 principal amount of the Notes. Holders of Notes validly tendered and accepted for payment will also receive accrued and unpaid interest (including additional interest payable pursuant to the Registration Rights Agreement relating to the Notes) on their Notes up to, but not including, the settlement date for the tender offer and consent solicitation, which will be promptly following the Expiration Date. As of the Consent Date, J. Ray had received tenders and consents for $200 million in aggregate principal amount of the Notes, representing all of the outstanding Notes, and satisfying a condition to the Offer that J. Ray receive consents from holders of at least two-thirds of the principal amount of the Notes. The Offer is subject to the satisfaction of certain conditions, including, among other things, the receipt of consents from holders of at least two-thirds of the principal amount of the Notes (which J. Ray has obtained) and completion of a proposed senior secured credit facility of up to $500 million. All terms and conditions of the Offer are set forth in J. Ray's Offer to Purchase and Consent Solicitation Statement dated May 3, 2006 (the "Statement") and the related Letter of Transmittal and Consent. Subject to applicable law, J. Ray may, at its sole discretion, waive any condition applicable to the Offer or extend, terminate or otherwise amend the Offer. Neither Notes tendered pursuant to the Offer nor the related consents may be withdrawn or revoked unless the Offer is not consummated, except to the extent required by applicable law. Credit Suisse Securities (USA) LLC is serving as Dealer Manager and Solicitation Agent, Morrow & Company, Inc. is serving as Information Agent and The Bank of New York is acting as Depositary in connection with the Offer. Questions regarding the Offer may be directed toll-free to the Dealer Manager at 800-820-1653 or collect at 212-538-0652. Requests for documentation may be directed toll-free to the Information Agent at 800-607-0088. This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of an offer to sell securities, with respect to any of the Notes. The Offer is being made solely pursuant to the terms of the Statement and related Letter of Transmittal and Consent. Each Note holder should read the Statement and accompanying documents, as they contain important information. None of the companies referenced herein, including J. Ray McDermott or any of the agents, make any recommendation in connection with the Offer. J. Ray McDermott is a leading provider of engineering, procurement, construction, and installation services for offshore oil and gas field developments worldwide. McDermott International, Inc. is a leading worldwide energy services company. McDermott's subsidiaries provide engineering, construction, installation, procurement, research, manufacturing, environmental systems, project management and facility management services to a variety of customers in the energy and power industries, including the U.S. Department of Energy. 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 and uncertainties that may impact actual outcomes. These forward-looking statements include our statements regarding the costs, terms, conditions, completion and schedule of the Offer. Those statements are subject to numerous uncertainties and risks including, without limitation, that the Offer may not be consummated on the terms described herein or that Notes tendered pursuant to the Offer may not be accepted for payment. For a more complete discussion of these risk factors, please see McDermott's filings with the Securities and Exchange Commission, including its annual report for the year ended December 31, 2005.