McDermott International, Inc. Announces Pricing of Tangible Equity Units
02 April 2014 - 2:27AM
Business Wire
McDermott International, Inc. (NYSE:MDR) today announced the
pricing of an underwritten public offering of 10,000,000 6.25%
tangible equity units (the “Units”), each with a stated value of
$25.00, which will result in net proceeds to McDermott of
approximately $242 million. In addition, the underwriter has a
13-day option to purchase up to an additional 1,500,000 Units from
McDermott. Settlement of the offering is subject to customary
closing conditions and is expected to occur on April 7, 2014. Each
Unit will consist of a prepaid stock purchase contract and an
amortizing note. Unless earlier settled, each stock purchase
contract will automatically settle on April 1, 2017 (subject to
postponement in limited circumstances) for a number of shares of
McDermott’s common stock that will equal at least 2.9030 and not
more than 3.5562 shares (subject to adjustment in certain
circumstances). The amortizing notes will pay proportionally equal
cash quarterly installments of $0.3906 per note (except the first
such installment, which will be $0.3646 per note), which will
constitute a payment of interest and a partial repayment of
principal, and which in the aggregate will be equivalent to a 6.25%
cash payment per year with respect to each $25.00 stated amount of
each Unit. The amortizing notes will have a final installment
payment date of April 1, 2017 and will be unsecured senior
obligations of McDermott. All of the securities to be offered will
be issued under McDermott’s currently effective shelf registration
statement. McDermott's common stock is listed on the New York Stock
Exchange under the symbol “MDR.”
McDermott intends to use the net proceeds from the offering,
together with proceeds expected to be received from other
previously announced financing transactions relating to the
refinancing of its outstanding credit agreement, for general
corporate purposes, including the funding of working capital
requirements and capital expenditures.
There can be no assurance that the financing transactions
described in this press release will occur, and, even if they do
occur, there can be no assurance as to what their terms will be. In
addition, McDermott reserves the right to pursue other financing
transactions in place of, or in addition to, the transactions
described in this press release.
Goldman, Sachs & Co. is serving as the sole book-running
manager for the offering.
This press release is being issued pursuant to and in accordance
with Rule 134 under the Securities Act of 1933, as amended. The
offering of these securities may be made only by means of a
prospectus and a related prospectus supplement, forming a part of
the effective registration statement, a copy of which may be
obtained by contacting: Goldman, Sachs & Co., Prospectus
Department, 200 West Street, New York, NY 10282, telephone: (866)
471-2526, facsimile: (212) 902-9316, e-mail:
prospectus-ny@ny.email.gs.com.
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy the Units or any other securities, nor shall there be any sale
of the Units or any other securities, in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful.
About McDermott
McDermott is a leading provider of integrated engineering,
procurement, construction and installation (EPCI) services for
upstream field developments worldwide. McDermott delivers fixed and
floating production facilities, pipelines and subsea systems from
concept to commissioning for complex Offshore and Subsea oil and
gas projects to help oil companies safely produce and transport
hydrocarbons. Operating in more than 20 countries across the world,
McDermott’s locally focused and globally integrated resources
include approximately 14,000 employees, a diversified fleet of
specialty marine construction vessels, fabrication facilities and
engineering offices.
Forward-Looking Statements
All statements other than statements of historical fact included
in this release 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 timing of the closing, the expected use of
proceeds and other aspects of the offering and expected proceeds
from other transactions. 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 various uncertainties. This news
release 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.
McDermott International, Inc.Investors, Analysts and Financial
Media:Steven D. Oldham, 281-870-5147Vice President, Treasurer and
Investor Relationssoldham@mcdermott.com
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