8-K

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): November 4, 2019

MCDERMOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Republic of Panama	001-08430	72-0593134
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

757 N. Eldridge Parkway Houston, Texas	77079
(Address of principal executive offices)	(Zip code)

Registrant’s 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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	MDR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2019, McDermott International, Inc. (“McDermott”) announced that Stuart A. Spence, Executive Vice President and Chief Financial Officer, had resigned from his positions with McDermott, effective November 4, 2019, and that Christopher A. Krummel has been appointed Executive Vice President, Chief Financial Officer of McDermott.

Mr. Krummel, age 51, has served as our Global Vice President, Finance and Chief Accounting Officer since May 2018, and previously served as our Vice President, Finance and Chief Accounting Officer from October 2016 to April 2018. Prior to joining McDermott, Mr. Krummel served as a consultant of American Industrial Partners, a firm engaging in private equity investments in industrial businesses in the United States and Canada, from November 2015 through July 2016; Chief Financial Officer and Vice President of EnTrans International, LLC, a global manufacturer of aluminum tank trailers, heavy lift trailers and oilfield pressure pumping equipment used in hydraulic fracturing and other well services, from September 2014 to October 2015; and Chief Accounting Officer, Vice President and Corporate Controller / Vice President of Finance of Cameron International, a worldwide provider of flow equipment products, systems and services to oil, gas and process industries from April 2008 until August 2014. In his role as Chief Financial Officer, Mr. Krummel will be McDermott’s principal financial and accounting officer.

There are no family relationships existing between Mr. Krummel and any director or executive officer of McDermott. Mr. Krummel does not have any interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K and there are no arrangements or understandings between Mr. Krummel and any other person pursuant to which he was appointed as an officer of McDermott.

A copy of McDermott’s press release relating to the above-referenced announcement is furnished with this report as Exhibit 99.1.

Item 8.01 Other Events.

On November 4, 2019, McDermott filed a prospectus supplement to the registration statement on Form S-3ASR (File No. 333-227609) (the “Registration Statement”) to register (i) 2,027,157 shares of McDermott’s common stock, par value $1.00 per share (the “Common Stock”), which are issuable upon exercise of the Series A Warrants (the “Warrants”) held by the selling stockholders identified in the prospectus supplement and (ii) an indeterminate number of shares of Common Stock that may be issued upon redemption of McDermott’s 12% redeemable preferred stock, par value $1.00 per share, held by the selling stockholders identified in the prospectus supplement.

This Current Report on Form 8-K is being filed to report as an exhibit a legal opinion relating to the shares of Common Stock offered through the prospectus supplement for incorporation by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit Number		Description
	5.1	Opinion of Arias, Fabrega and Fabrega.
	99.1	Press Release dated November 5, 2019.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	MCDERMOTT INTERNATIONAL, INC.
Dated: November 5, 2019	By:	/s/ John M. Freeman
		John M. Freeman Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-5.1

Exhibit 5.1

November 5, 2019

McDermott International, Inc.

757 N. Eldridge Parkway

Houston, Texas 77079

Ladies and Gentlemen:

As set forth in the prospectus supplement dated the date hereof pursuant to Rule 424(b)(7) (the “Prospectus Supplement”) and the base prospectus dated September 28, 2018 Form S-3 (the “Registration Statement”) of McDermott International, Inc., a Panamanian corporation (“McDermott”), each as filed or to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of an additional 2,027,157 shares of common stock of McDermott, par value $1.00 per share (“Common Stock”) that may be issued by McDermott to the selling shareholders named in the Registration Statement (or certain transferees thereof) upon the exercise of warrants that may be settled solely for shares of Common Stock (the “Warrants”) and an indeterminate number of shares of Common Stock that may be issued upon redemption of McDermott’s 12% redeemable preferred stock, par value $1.00 per share (the “Redeemable Preferred Stock”), in conjunction with certain change-of-control transactions, as well as upon exercise of the Warrants as a result of anti-dilution adjustments (collectively, the “Shares”), which Shares may be sold by such selling shareholders (or transferees) from time to time pursuant to Rule 415 under the Act, certain legal matters in connection with the Shares are being passed upon for you by us.

In our capacity as Panamanian counsel for McDermott, we have examined originals, or copies certified or otherwise identified, of McDermott’s Amended and Restated Articles of Incorporation and Amended and Restated By-laws, each as amended to date (the “Charter Documents”); the Registration Rights Agreement, dated November 29, 2018, as amended by Amendment No. 1 dated October 25, 2019, between McDermott, the selling stockholders and other parties thereto (as amended, the “Registration Rights Agreement”); the Warrant Agreement dated October 25, 2019 between McDermott and Computershare Inc. and Cumputershare Trust, N.A., as Warrant Agent (the “Warrant Agreement”); the Consent and Waiver Agreement dated October 21, 2019 between McDermott and certain selling stockholders (as amended by Amendment No. 1 on October 28, 2019, the “Consent and Waiver Agreement”); the certificate of the Assistant Secretary of the Company certifying the minutes of the meeting

of the Board of Directors of the Company held on October 20, 2019; and the Certificate of Designation relating to the issuance of the Redeemable Preferred Stock, dated as of October 30, 2018, as amended by the Certificate of Amendment to the Certificate of Designation dated October 21, 2019.

In addition to the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, corporate records, certificates of public officials, certificates from the transfer agent, certificates of officers of McDermott, and other documents, and have made such investigations of law, as we have deemed necessary or advisable as a basis for the opinions set forth herein. We have further examined such provisions of Panamanian laws and regulations as we have deemed relevant for purposes of this opinion.

In giving the opinions set forth herein, we have relied, to the extent we deemed appropriate, with respect to factual matters, upon certificates, statements or other representations of officers or other representatives of McDermott and of public officials, and we have assumed, without independent investigation, that all signatures on documents we have examined are genuine, all documents submitted to us as originals are authentic and complete, all documents submitted to us as certified or photostatic copies conform to the original copies of those documents and those original copies are authentic. In connection with the opinions set forth herein, we have assumed that:

(a) the Registration Statement and any amendments thereto (including post-effective amendments) remains effective under the Act;

(b) the Prospectus Supplement describing the Shares offered thereby will have been filed with the Commission;

(c) all Shares will be offered, issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus Supplement;

(d) the Shares and any certificates in respect thereof, upon exercise of the Warrants, will be delivered in accordance with the terms and provisions of the Warrants and the Warrant Agreement;

(e) any redemption of the Redeemable Preferred Stock effected with the Shares and any issuance of Shares upon exercise of the Warrants will be made in accordance with the Charter Documents and the applicable laws of the Republic of Panama;

(f) certificates representing the Shares will have been duly executed, countersigned, registered and delivered, or if uncertificated, valid book-entry notations will have been made in the share register of McDermott, in each case in accordance with the provisions of the Charter Documents;

(f) that all Warrants will be issued, sold and held in accordance with the terms of the Warrant Agreement and the Consent and Waiver Agreement.

On the basis of and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:

1. McDermott is a corporation duly incorporated and validly existing in good standing under the laws of the Republic of Panama.

2. The Shares, when issued and delivered by the Company upon the exercise of the Warrants and the Warrant Agreement or upon redemption of the Redeemable Preferred Stock, will have been duly authorized and validly issued and will be fully paid and nonassessable.

We are licensed to practice law in Panama and we do not purport to be experts on, or to express any opinion herein concerning, any laws other than the laws of Panama as in effect on the date hereof. This opinion is to be governed by, and construed in accordance with, the laws of the Republic of Panama and is limited to, and is given on the basis of, current practice in Panama.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into Registration Statement.

Very truly yours,
/s/ ARIAS,	FABREGA & FABREGA

EX-99.1

Exhibit 99.1

NEWS RELEASE

McDermott Appoints Chris Krummel as Chief Financial Officer

HOUSTON – November 5, 2019 – McDermott International, Inc. (NYSE: MDR) today announced the appointment of Chris Krummel as Executive Vice President, Chief Financial Officer effective immediately. Mr. Krummel joined McDermott in 2016 and previously served as the company’s Global Vice President, Finance and Chief Accounting Officer. He replaces Stuart Spence, who has resigned from McDermott to pursue other opportunities.

“Chris has worked closely and collaboratively with our leadership team for the past three years and has clearly demonstrated the business and financial acumen that McDermott needs,” said David Dickson, McDermott’s President and Chief Executive Officer. “I’m confident in his ability to lead our Finance organization as we work to rebuild our capital structure to match and support the strength of our operating business. We wish Stuart success in his future endeavors and appreciate his significant contributions to McDermott over the past five years.”

Mr. Krummel has 25 years of finance leadership experience. Prior to joining McDermott, he served as a consultant of American Industrial Partners, a firm engaging in private equity investments in industrial businesses in the United States and Canada; Chief Financial Officer and Vice President of EnTrans International, LLC, a global manufacturer of aluminum tank trailers, heavy lift trailers and oilfield pressure pumping equipment used in hydraulic fracturing and other well services; and Chief Accounting Officer, Vice President and Corporate Controller/Vice President of Finance of Cameron International, a worldwide provider of flow equipment products, systems and services to oil, gas and process industries.

About McDermott

McDermott is a premier, fully integrated provider of technology, engineering and construction solutions to the energy industry. For more than a century, customers have trusted McDermott to design and build end-to-end infrastructure and technology solutions to transport and transform oil and gas into the products the world needs today. Our proprietary technologies, integrated expertise and comprehensive solutions deliver certainty, innovation and added value to energy projects around the world. Customers rely on McDermott to deliver certainty to the most complex projects, from concept to commissioning. It is called the “One McDermott Way.” Operating in over 54 countries, McDermott’s locally focused and globally-integrated resources include approximately 32,000 employees, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world. To learn more, visit www.mcdermott.com.

Forward-Looking Statements

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, contingencies and uncertainties that may impact McDermott’s actual results of operations. These forward-looking statements include, among other things, statements about rebuilding our capital structure to match and support the strength of our operating business. 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 numerous risks, contingencies and uncertainties, including, among others: adverse changes in the markets in which McDermott operates or credit or capital markets; the inability of McDermott to execute on contracts in backlog successfully; changes in project design or schedules; the availability of qualified personnel; changes in the terms, scope or timing of contracts; contract cancellations; negotiations with lenders and noteholders; change orders and other modifications and actions by customers and other business counterparties of McDermott; changes in industry norms; negotiations with third parties with respect to the strategic alternatives process for our Lummus Technology business and the sale of our pipe fabrication business; and adverse outcomes in legal or other dispute resolution proceedings. If one or more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. For a more complete discussion of these and other risk factors, please see McDermott’s annual and quarterly filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018 and subsequent quarterly reports on Form 10-Q. This press release reflects management’s views 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.

Contacts:

Investor Relations

Scott Lamb

Vice President, Investor Relations

+1 832 513 1068

Scott.Lamb@McDermott.com

Global Media Relations

Gentry Brann

Senior Vice President, Communications, Marketing and Administration

+1 281 870 5269

Gentry.Brann@McDermott.com

XML

Document and Entity Information	Nov. 04, 2019
Cover [Abstract]
Entity Registrant Name	MCDERMOTT INTERNATIONAL INC
Amendment Flag	false
Entity Central Index Key	0000708819
Document Type	8-K
Document Period End Date	Nov. 04, 2019
Entity Incorporation State Country Code	R1
Entity File Number	001-08430
Entity Tax Identification Number	72-0593134
Entity Address, Address Line One	757 N. Eldridge Parkway
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77079
City Area Code	(281)
Local Phone Number	870-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00 per share
Trading Symbol	MDR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false