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Item 1.01
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Entry into a Material Definitive Agreement.
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New Warrant Agreement
On December 2, 2019, McDermott International, Inc., a Panamanian corporation (“McDermott”) entered into a Warrant Agreement with Computershare Inc. and Computershare Trust Company, N.A (the “Series B Warrant Agreement”), to among other things, authorize and establish the terms for the issuance of 91,406 Series B Warrants (the “Series B Warrants”) issuable to the lenders under McDermott’s superpriority senior secured credit agreement, dated October 21, 2019 (as amended, the “Superpriority Credit Agreement”), with a syndicate of lenders and letter of credit issuers (collectively, the “Superpriority Lenders”), Barclays Bank PLC, as administrative agent for the Term Facility (as defined in the Superpriority Credit Agreement), and Crédit Agricole Corporate and Investment Bank, as administrative agent for the LC Facility (as defined in the Superpriority Credit Agreement). These Series B Warrants entitle each Superpriority Lender to purchase one share of common stock of McDermott, par value $1.00 per share (the “Common Stock”), at a purchase price of $0.01 per share. Pursuant to the Series B Warrant Agreement, the Series B Warrants issued thereunder shall be exercisable from the date of issuance until 5:00 p.m., New York City time, on December 2, 2029.
The foregoing description of the Series B Warrant Agreement is qualified in its entirety by reference to the full text of the Series B Warrant Agreement, a copy of which is filed hereto as Exhibit 10.1 to this report and is incorporated herein by reference.
New Registration Rights Agreement
On December 2, 2019, McDermott entered into a new Registration Rights Agreement between McDermott and the purchasers signatory thereto to (the “New Registration Rights Agreement”), relating to the registration of the resale of the shares of Common Stock issuable upon the exercise of the Series B Warrants, the Common Stock and the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”). Pursuant to the New Registration Rights Agreement, McDermott is required to use its commercially reasonable efforts to prepare and file, within 15 days of the issuance of the shares of Common Stock underlying the Series B Warrants, the Common Stock and the Preferred Stock, a registration statement (or a prospectus supplement to an already effective registration statement) under the Securities Act of 1933 (the “Securities Act”) and to permit the public resale of the shares of Common Stock underlying the Series B Warrants, the Common Stock and the Preferred Stock.
The foregoing description of the New Registration Rights Agreement is qualified in its entirety by reference to the full text of the New Registration Rights Agreement, a form of which is filed hereto as Exhibit 10.2 to this report and is incorporated herein by reference.
Forbearance Agreement
On December 6, 2019, McDermott Technology (Americas), Inc. (“MTA”), McDermott Technology (US), Inc. (“MTUS” and, together with MTA, the “Issuers”) and certain subsidiaries of McDermott entered into an Amended and Restated Forbearance Agreement (the “Forbearance Agreement”), which amends and restates the Forbearance Agreement that was previously entered into by McDermott, MTA, MTUS, certain subsidiaries of McDermott and an ad hoc group of holders of approximately 35% of the Issuers’ 10.625% Senior Notes due 2024, pursuant to that certain Indenture, dated as of April 18, 2018 (the “Indenture”), by and among McDermott, certain subsidiaries of McDermott and Wells Fargo Bank, National Association, as trustee.
The foregoing description of the Forbearance Agreement is qualified in its entirety by reference to the full text of the Forbearance Agreement, a copy of which is filed hereto as Exhibit 10.3 to this report and is incorporated herein by reference.
