As filed with the Securities and Exchange Commission on February 28, 2020
REGISTRATION STATEMENT NO. 333-227609
REGISTRATION STATEMENT NO. 333-229820
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-227609
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-229820
UNDER
THE SECURITIES ACT OF 1933
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) | (I.R.S. Employer Identification Number) |
757 N. Eldridge Parkway
Houston, Texas 77079
(281) 870-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
John M. Freeman
Executive Vice President,
Chief Legal Officer & Corporate Secretary
757 N. Eldridge Parkway
Houston, Texas 77079
(281) 870-5000
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Brooks W. Antweil
Kirkland & Ellis LLP
609 Main Street, 45th Floor
Houston, Texas 77002
(713) 836-3600
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to these registration statements.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (these Post-Effective Amendments) relate to the following Registration Statements on Form S-3 (each a Registration Statement and, collectively, the Registration Statements), filed by McDermott International, Inc., a Panamanian corporation (McDermott), with the Securities and Exchange Commission:
| Registration Statement No. 333-227609 on Form S-3, filed on September 28, 2018, registering an indeterminate number of shares of common stock, par value $1.00 per share (the Common Stock), senior debt securities, subordinated debt securities, preferred stock, warrants, stock purchase contracts and stock purchase units of McDermott; and |
| Registration Statement No. 333-229820 on Form S-3, filed on February 25, 2019, registering (i) 6,733,094 shares of Common Stock issuable upon the exercise of the Series A warrants that McDermott issued to certain selling stockholders in a November 2018 private placement (the Warrants), and (ii) an indeterminate number of shares of Common Stock issuable (1) upon exercise of the Warrants pursuant to anti-dilution adjustments of the Warrants and (2) upon redemption of McDermotts 12% redeemable preferred stock, par value $1.00 per share, in connection with certain change-of-control transactions. |
On January 21, 2020, McDermott, and certain of its subsidiaries (together with McDermott, the Debtors), filed voluntary petitions (the Chapter 11 Cases) for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas to pursue a Joint Repackaged Chapter 11 Plan of Reorganization of the Debtors. The Chapter 11 Cases are being jointly administered under the caption In re McDermott International, Inc., et al., No. 20-30336.
As a result of the Chapter 11 Cases, McDermott has terminated all offerings of securities pursuant to the Registration Statements. In accordance with the undertakings made by McDermott in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, McDermott hereby removes from registration all of such securities of McDermott registered but unsold under the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and McDermott hereby terminates the effectiveness of each Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 28, 2020.
MCDERMOTT INTERNATIONAL, INC. | ||
By: | /s/ John M. Freeman | |
John M. Freeman | ||
Executive Vice President, Chief Legal Officer and Corporate Secretary |
Pursuant to the requirements of the Securities Act, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities indicated on February 28, 2020.
Signature |
Title | |
/s/ David Dickson David Dickson |
President and Chief Executive Officer Director | |
/s/ Chris Krummel Chris Krummel |
Executive Vice President and Chief Financial Officer | |
/s/ Dale Suderman Dale Suderman |
Vice President, Chief Accounting Officer | |
/s/ Gary P. Luquette Gary P. Luquette |
Non-Executive Chairman of the Board of Directors | |
/s/ Forbes I.J. Alexander Forbes I.J. Alexander |
Director | |
/s/ Philippe Barril Philippe Barril |
Director | |
/s/ John F. Bookout, III John F. Bookout, III |
Director | |
/s/ Alan J. Carr Alan J. Carr |
Director | |
/s/ L. Richard Flury L. Richard Flury |
Director | |
/s/ W. Craig Kissel W. Craig Kissel |
Director |
Signature |
Title | |
/s/ James H. Miller James H. Miller |
Director | |
/s/ William H. Schumann, III William H. Schumann, III |
Director | |
/s/ Mary Shafer-Malicki Mary Shafer-Malicki |
Director | |
/s/ Heather L. Summerfield Heather L. Summerfield |
Director | |
/s/ Marsha C. Williams Marsha C. Williams |
Director |