0001027884-18-000098.txt : 20180514 0001027884-18-000098.hdr.sgml : 20180514 20180514115545 ACCESSION NUMBER: 0001027884-18-000098 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180510 FILED AS OF DATE: 20180514 DATE AS OF CHANGE: 20180514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEO RICHARD W. CENTRAL INDEX KEY: 0001729576 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12815 FILM NUMBER: 18829374 MAIL ADDRESS: STREET 1: 2103 RESEARCH FOREST DRIVE CITY: THE WOODLANDS STATE: TX ZIP: 77380 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_152631333185643.xml FORM 4 X0306 4 2018-05-10 0 0001027884 CHICAGO BRIDGE & IRON CO N V CBI 0001729576 HEO RICHARD W. 2103 RESEARCH FOREST DRIVE THE WOODLANDS TX 77380 0 1 0 0 Executive Vice President Common Stock 2018-05-10 4 D 0 13402 D 37920 D Common Stock 2018-05-10 4 D 0 37920 D 0 D Performance Share Award 0.0 2018-05-10 4 D 0 8880 D Common Stock 8880.0 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owned subsidiary of McDermott, to exchange each share of CB&I common stock that was validly tendered and not properly withdrawn in the Exchange Offer for the right to receive 0.82407 shares of McDermott common stock, then upon the closing of the Combination, each such tendered share was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. The restricted stock unit award vests in three equal installments on February 14, 2019, February 14, 2020 and February 14, 2021. Pursuant to the BCA, upon the closing of the Combination, the restricted stock unit award was assumed by McDermott and converted into a restricted stock unit award relating to a number of shares of McDermott common stock equal to the number of shares of Company common stock subject to the restricted stock unit award multiplied by 0.82407, rounded to the nearest whole number of shares. Pursuant to the BCA, upon the closing of the Combination, each performance share award, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to (a) the product of (i) the number of shares of the Companys common stock issuable upon vesting of such performance share award at 100% of target multiplied by (ii) 2.47221 multiplied by (iii) $6.64 and (b) a cash amount equal to the amount of accrued dividend equivalents. Cindy A. McMinn as attorney in fact 2018-05-14 EX-24 2 heo.htm HEO POA
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS

    Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Regina N. Hamilton  and Cindy A. McMinn as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)    prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Chicago Bridge & Iron Company N.V., a limited liability company organized under the laws of The Netherlands, (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(2)    seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information in connection with the foregoing; and

(3)    perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)    this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

(2)    any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

(3)    neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)    this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

    The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

    This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of January, 2018.



                                                     /s/ Richard W. Heo                                                                                 Signature:
                                                RICHARD W. HEO
                                        (Print Name)


STATE OF TEXAS

COUNTY OF MONTGOMERY

    On this 29th day of January, 2018, Richard W. Heo personally appeared before me, and acknowledged that he executed the foregoing instrument for the purposes therein contained.

    IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


            /s/ Cynthia A. McMinn
        Cynthia A. McMinn
              Notary Public


My Commission Expires:   July 28, 2019