- Current report filing (8-K)
25 August 2011 - 12:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2011
McDermott International, Inc.
(Exact name of registrant as specified in its charter)
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REPUBLIC OF PANAMA
(State or other jurisdiction
of incorporation)
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001-08430
(Commission
File Number)
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72-0593134
(IRS Employer
Identification No.)
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757 N. Eldridge Parkway
Houston, Texas
(Address of principal executive offices)
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77079
(Zip Code)
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Registrants Telephone Number, including Area Code:
(281) 870-5000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On August 19, 2011, McDermott International, Inc. (the Borrower) and certain of its wholly
owned subsidiaries, as guarantors, entered into an amendment and consent (Amendment No. 1) to the
credit agreement dated May 3, 2010, among the Borrower, Crédit Agricole Corporate and Investment
Bank (Crédit Agricole), as administrative agent and collateral agent, and certain lenders and
letter of credit issuers party thereto (the Credit Agreement).
Amendment No. 1 amended the Credit Agreement to, among other things, (1) extend the scheduled
maturity date of the credit facility from May 3, 2014 to August 19, 2016; (2) increase the
aggregate lender commitments from $900.0 million to $950.0 million for all revolving loan and
letter of credit commitments under the Credit Agreement; (3) reduce the interest rate, commitment
fee and letter of credit fee payable under the Credit Agreement; (4) increase permitted capital
expenditures (prior to adjustment based on amount of restricted payments and allowed carry forward)
from $400.0 million to $600.0 million per year; (5) permit the incurrence of unsecured debt so long
as the Borrower is in pro forma compliance with a maximum 2.75:1.00 leverage ratio, which replaced
a pre-existing limit of $400.0 million on unsecured debt, and increase the maximum permitted
leverage ratio from 2.50:1.00 to 3.00:1.00; (6) permit the Borrower to use the net proceeds from
the issuance of debt (other than loans under the Credit Agreement) to make investments in joint
ventures and subsidiaries that are not guarantors under the Credit Agreement; (7) increase the
annual basket for restricted payments from $50.0 million to $100.0 million; (8) permit the sale of
certain vessels and other assets; (9) eliminate the annual limit on asset sales, so long as certain
conditions are met; and (10) release certain assets from the liens securing the credit facility.
In connection with entering into Amendment No. 1, the Borrower paid certain up-front fees to
the lenders party thereto, and the Borrower paid certain advisory fees to Crédit Agricole.
Upon the closing of Amendment No. 1 on August 19, 2011, the Borrower had zero outstanding
borrowings and approximately $285.9 million of outstanding letters of credit under the Credit
Agreement, leaving the Borrower with approximately $664.1 million of available capacity for
borrowings and additional letters of credit under the Credit Agreement.
The foregoing summary is qualified in its entirety by reference to the complete text of
Amendment No. 1, which is filed as Exhibit 4.1 to this report and is incorporated by reference
herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
The information provided under Item 1.01 above is incorporated by reference.
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Item 9.01 Financial Statements and Exhibits.
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4.1
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Amendment No. 1 and Consent, dated as of August 19, 2011, entered into by and
among McDermott International, Inc., as borrower, certain of its wholly owned
subsidiaries, as guarantors, certain banks and financial institutions executing the
signature pages thereto, as lenders and letter of credit issuers, and Crédit Agricole
Corporate and Investment Bank, as administrative agent and collateral agent.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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McDERMOTT INTERNATIONAL, INC.
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By:
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/s/ Perry L. Elders
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Perry L. Elders
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Senior Vice President and
Chief Financial Officer
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August 25, 2011
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