0001027884-18-000080.txt : 20180511
0001027884-18-000080.hdr.sgml : 20180511
20180511150545
ACCESSION NUMBER: 0001027884-18-000080
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180510
FILED AS OF DATE: 20180511
DATE AS OF CHANGE: 20180511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRETZ DEBORAH M
CENTRAL INDEX KEY: 0001020062
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12815
FILM NUMBER: 18826500
MAIL ADDRESS:
STREET 1: 1801 MARKET STREET
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHICAGO BRIDGE & IRON CO N V
CENTRAL INDEX KEY: 0001027884
STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700]
IRS NUMBER: 000000000
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: PRINSES BEATRIXLAAN 35
CITY: THE HAGUE
STATE: P7
ZIP: 2595 AK
BUSINESS PHONE: 31-70-373-2010
MAIL ADDRESS:
STREET 1: PRINSES BEATRIXLAAN 35
CITY: THE HAGUE
STATE: P7
ZIP: 2595 AK
4
1
wf-form4_152606553202847.xml
FORM 4
X0306
4
2018-05-10
0
0001027884
CHICAGO BRIDGE & IRON CO N V
CBI
0001020062
FRETZ DEBORAH M
2103 RESEARCH FOREST DRIVE
THE WOODLANDS
TX
77380
1
0
0
0
Common Stock
2018-05-10
4
D
0
18741
D
0
D
Phantom Stock Unit
0.0
2018-05-10
4
D
0
1343.968
D
Common Stock
1343.968
0
D
Chicago Bridge and Iron Company N.V. (the Company), McDermott International, Inc. (McDermott) and certain other parties entered into the Business Combination Agreement, dated December 18, 2017, as amended on January 24, 2018 (the BCA), pursuant to which the Company and McDermott combined their businesses through a series of transactions completed on May 10, 2018 (the Combination).
If shares of Company common stock were disposed of pursuant to the offer (the Exchange Offer) by McDermott Technology, B.V., a wholly owned subsidiary of McDermott, to exchange each share of CB&I common stock that was validly tendered and not properly withdrawn in the Exchange Offer for the right to receive 0.82407 shares of McDermott common stock, then upon the closing of the Combination, each such tendered share was exchanged into the right to receive 0.82407 shares of McDermott common stock.If shares of Company common stock were not validly tendered in the Exchange Offer, shares of Company common stock were disposed of pursuant to a series of transactions involving a merger, share sale and liquidation, as a result of which former Company shareholders who did not validly tender in the Exchange Offer became entitled to receive, in respect of each former share of Company common stock, 0.82407 shares of McDermott common stock.
Pursuant to the BCA, all vested shares held by non-employee directors for which settlement has been deferred were cancelled in exchange for the right to receive (a) a number of shares of McDermott common stock equal to the number of deferred shares of Company common stock multiplied by 0.82407, rounded to the nearest whole number of shares plus (b) a cash amount equal to the amount of accrued dividend equivalents.
Cindy A. McMinn as attorney in fact
2018-05-11