UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of McDermott International, Inc. (Name of Filing Person (Offeror)) (Names of Filing Persons (identifying status as offeror, issuer or other person)) Common Stock, EUR 0.01 par value (Title of Class of Securities) 167250109 (CUSIP Number of Class of Securities) John M. Freeman Senior Vice President, General Counsel & Corporate Secretary McDermott International, Inc. 4424 West Sam Houston Parkway North Houston, Texas 77041 (281) 870-5000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) Copies to: Ted W. Paris James H. Mayor Travis J. Wofford Baker Botts L.L.P. 910 Louisiana Street Houston, Texas 77002 (713) 229-1234 CALCULATION OF FILING FEE Transaction Valuation* Amount Of Filing Fee** $1,701,832,879 $211,878.19 * Estimated for purposes of calculating the amount of filing fee only. This amount is based on the product of (1) $16.07, the average of the high and low prices per share of Chicago Bridge & Iron Company N.V. common stock, par value EUR 0.01 per share ( CB&I Common Stock ), on the New York Stock Exchange on March 26, 2018, multiplied by (2) 105,901,237, the maximum number of shares of CB&I Common Stock that may be exchanged in the Exchange Offer (including shares of CB&I Common Stock underlying unexercised options to purchase shares of CB&I Common Stock and outstanding restricted stock unit awards, in each case outstanding under CB&I s equity-based incentive or other compensation plans as of March 26, 2018, as well as an estimate with respect to awards anticipated to be issued before the completion of the Combination).
** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and SEC Fee Advisory #1 for Fiscal Year 2018 equals 0.0001245 multiplied by the estimated transaction valuation. Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $251,101.30 Filing Parties: McDermott International, Inc. and Comet I B.V. Form or Registration No.: Form S-4 Date Filed: January 24, 2018 Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: third-party tender offer subject to Rule 14d-1. issuer tender offer subject to Rule 13e-4. going-private transaction subject to Rule 13e-3. amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Tender Offer Statement on Schedule TO (this Schedule TO ) is filed by McDermott International, Inc., a Panamanian corporation ( McDermott ), and McDermott Technology, B.V., a company organized under the laws of the Netherlands and a direct wholly owned subsidiary of McDermott ( McDermott Bidco ). This Schedule TO relates to the offer by McDermott Bidco to exchange (the Exchange Offer ) shares of McDermott common stock, par value $1.00 per share ( McDermott Common Stock ) for any and all issued and outstanding common shares, par value EUR 0.01 per share ( CB&I Common Stock ), of Chicago Bridge & Iron Company N.V., a public company with limited liability incorporated under the laws of the Netherlands ( CB&I ), upon the terms and subject to the conditions set forth in the Exchange Offer Prospectus (as defined below) and the related Letter of Transmittal (as defined below). McDermott Bidco is offering to exchange each share of CB&I Common Stock that is validly tendered and not properly withdrawn pursuant to the Exchange Offer for 2.47221 shares of McDermott Common Stock, or, if a 3-to-1 reverse stock split of the McDermott Common Stock has occurred prior to the time at which McDermott Bidco accepts all shares of CB&I Common Stock validly tendered and not properly withdrawn in the Exchange Offer, 0.82407 shares of McDermott Common Stock, subject to the terms and conditions described in this Schedule TO. In connection with the Exchange Offer, McDermott filed with the U.S. Securities and Exchange Commission (the SEC ) a Registration Statement on Form S-4 on January 24, 2018 (as it may be amended or supplemented from time to time, the Registration Statement ) to, among other things, register the offer of shares of McDermott Common Stock in exchange for shares of CB&I Common Stock validly tendered and not properly withdrawn and accepted by McDermott Bidco in the Exchange Offer. The terms and conditions of the Exchange Offer are set forth in the Exchange Offer Prospectus, which is a part of the Registration Statement and filed as Exhibit (a)(4) hereto (as it may be amended or supplemented from time to time, the Exchange Offer Prospectus ) and the related Letter of Transmittal filed as Exhibit (a)(1)(i) hereto (as it may be amended or supplemented from time to time, the Letter of Transmittal ). Pursuant to General Instruction F to Schedule TO, the information set forth in the Exchange Offer Prospectus and the Letter of Transmittal and the instructions to the Letter of Transmittal therein, including any prospectus supplement or other supplement thereto related to the Exchange Offer hereafter filed with the SEC by McDermott or McDermott Bidco, is hereby expressly incorporated into this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Exchange Offer is being made pursuant to the Business Combination Agreement, dated as of December 18, 2017 and amended as of January 24, 2018, as it may be amended or supplemented from time to time, by and among McDermott, McDermott Bidco, CB&I and the other parties thereto (the Business Combination Agreement ), copies of which are incorporated as Exhibits (d)(1) and (d)(2) to this Schedule TO and are incorporated into this Schedule TO by reference. Item 1. Summary Term Sheet. The information set forth in the sections of the Exchange Offer Prospectus entitled Questions and Answers and Summary is incorporated into this Schedule TO by reference. Item 2. (a) (b) Subject Company Information. Name and Address. The subject company of the Exchange Offer is Chicago Bridge & Iron Company N.V., a public company with limited liability incorporated under the laws of the Netherlands. CB&I s principal executive offices are located at Prinses Beatrixlaan 35, 2595 AK, The Hague, The Netherlands and its telephone number at that location is 011-31-70-373-2010. The CB&I group s administrative headquarters are located at One CB&I Plaza, 2103 Research Forest Drive, The Woodlands, TX 77380, USA and its telephone number at that location is (832) 513-1000. Securities. Shares of CB&I Common Stock are the subject securities in the Exchange Offer. Reference is made to the information relating to CB&I Common Stock set forth in Amendment No. 4 to CB&I s Registration Statement on Form 8-A, filed with the SEC on January 8, 2004, which is incorporated into this Schedule TO by reference. As of March 27, 2018, there were 102,544,213 shares of CB&I Common Stock outstanding.
(c) Trading market and price. The information set forth in the section of the Exchange Offer Prospectus entitled Comparative Per Share Market Information and Dividend Information is incorporated into this Schedule TO by reference. Item 3. (a)-(c) Identity and Background of Filing Person. Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the sections of the Exchange Offer Prospectus entitled Summary Information About the Companies McDermott Technology, B.V., Summary Information About the Companies McDermott International, Inc., Business of McDermott and Other Information Regarding the Parties is incorporated into this Schedule TO by reference. Item 4. (a) Terms of the Transaction. Material Terms. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by reference: Questions and Answers, Summary, The Exchange Offer, The Combination, The Business Combination Agreement, Description of McDermott Common Stock, Comparison of Shareholder Rights, and Material Tax Consequences of the Combination, as well as the cover page and Annex A. In addition, the information set forth in the Letter of Transmittal is incorporated into this Schedule TO by reference. Item 5. (a)-(b) Past Contacts, Transactions, Negotiations and Agreements. Transactions; Significant Corporate Events. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by reference: Summary, The Combination Background of the Combination, The Combination CB&I s Reasons for the Combination; Recommendation of the CB&I Boards, The Combination McDermott s Reasons for the Combination; Recommendation of the McDermott Board, The Combination Interests of Certain Persons in the Combination, The Business Combination Agreement and Other Information Regarding the Parties. Item 6. (a) (c)(1)-(7) Purposes of the Transaction and Plans or Proposals. Purposes. The information set forth in the sections of the Exchange Offer Prospectus entitled The Exchange Offer Purpose of the Exchange Offer, The Combination and The Business Combination Agreement is incorporated into this Schedule TO by reference. Plans. The information set forth in the sections of the Exchange Offer Prospectus entitled Summary, The Exchange Offer Purpose of the Exchange Offer, The Combination, The Business Combination Agreement, Financing for the Combination and Post-Combination Governance and Management is incorporated into this Schedule TO by reference. Item 7. (a) (b) Source and Amount of Funds or Other Consideration. Source of Funds. The information set forth in the sections of the Exchange Offer Prospectus entitled Summary, The Combination, The Business Combination Agreement, The Exchange Offer and Financing for the Combination is incorporated into this Schedule TO by reference. Conditions. The information set forth in the sections of the Exchange Offer Prospectus entitled Summary, Risk Factors, The Combination Regulatory Approvals Related to the Combination, The Business Combination Agreement, The Exchange Offer and Financing for the Combination is incorporated into this Schedule TO by reference.
(d) Borrowed Funds. The information set forth in the section of the Exchange Offer Prospectus entitled Summary and Financing for the Combination is incorporated into this Schedule TO by reference. Item 8. (a)-(b) Interest in Securities of the Subject Company. Securities Ownership; Securities Transactions. The information set forth in the section of the Exchange Offer Prospectus entitled Other Information Regarding the Parties is incorporated into this Schedule TO by reference. Item 9. (a) Persons/Assets, Retained, Employed, Compensated or Used. Solicitations or Recommendations. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by reference: Opinion of Financial Advisors to McDermott Goldman, Sachs & Co. LLC, Opinion of Financial Advisors to McDermott Greenhill & Co., LLC, Opinion of Financial Advisor to CB&I and The Business Combination Agreement Additional Agreements Expenses. Item 10. (a) (b) (c) Financial Statements. Financial Information. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by reference: Summary Selected Historical Consolidated Financial Information of McDermott, Comparative Per Share Market Information and Dividend Information and Where You Can Find More Information. Additionally, the financial information set forth under Item 8 of McDermott s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 21, 2017 (the McDermott 10-K ), including the audited financial statements of McDermott as of December 31, 2016, 2015 and 2014 and for the years ended December 31, 2016, 2015 and 2014, the financial information set forth under Item 1 of McDermott s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2017 (the McDermott 10-Q ), including the unaudited financial statements of McDermott as of September 30, 2017 and for the nine months ended September 30, 2017, the information set forth under Exhibit 12.1 of the McDermott 10-K and the McDermott 10-Q is incorporated into this Schedule TO by reference. Pro Forma Information. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by reference: Summary Selected Unaudited Pro Forma Combined Financial Information, Comparative Historical and Pro Forma Per Share Information and Unaudited Pro Forma Combined Financial Statements. Summary Information. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by reference: Summary Selected Historical Consolidated Financial Information of McDermott and Comparative Per Share Market Information and Dividend Information. Item 11. (a) Additional Information. Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO by reference: Summary, The Combination, The Business Combination Agreement, The Exchange Offer and Post-Combination Governance and Management. The shares of CB&I Common Stock are currently margin securities under the Regulations of the Board of Governors of the Federal Reserve System (the Federal Reserve Board ), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the shares. Depending upon factors similar to those described above regarding the market for the shares and listing, it is possible that, following the Exchange Offer, the shares would no longer constitute margin securities for the purposes of the margin regulations of the Federal Reserve Board and, therefore, could no longer be used as collateral for loans made by brokers.
(c) Other Material Information. The information contained in the Exchange Offer Prospectus, the Letter of Transmittal and the documents incorporated by reference in the Exchange Offer Prospectus, to the extent not already incorporated into this Schedule TO by reference, is incorporated into this Schedule TO by reference. Item 12. Exhibits. (a)(1)(i) Letter of Transmittal and Instructions for Letter of Transmittal.* (a)(1)(ii) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(iv) Notice of Withdrawal of CB&I Common Stock.* (a)(1)(v) Letter to CB&I 401(k) Plan Participants.* (a)(1)(vi) Letter to Lutech Resources Savings Plan Participants.* (a)(2) Solicitation/Recommendation Statement on Schedule 14D-9 of CB&I (incorporated by reference to the Schedule 14D-9 filed by CB&I on March 29, 2018). (a)(4) Exchange Offer Prospectus, dated March 29, 2018.* (a)(5)(i) (a)(5)(ii) Joint Press Release, dated December 18, 2017, issued by McDermott and CB&I, dated December 18, 2017, announcing entry into the Business Combination Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McDermott on December 18, 2017). Joint Investor Presentation, dated December 18, 2017, entitled McDermott International + CB&I (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by McDermott on December 18, 2017). (a)(5)(ii) Letter to Employees by Scott Munro (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(iv) Employee Video Transcript by David Dickson (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(v) Employee Questions (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(vi) Conference call invitation (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(vii) Letter to Employees by David Dickson (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(viii) McDermott webpage entitled McDermott and CB&I to Combine (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(ix) Employee Guidelines (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(x) Integration Team Presentation (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(xi) (a)(5)(xii) Transcript of conference call held by McDermott on December 18, 2017 (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). McDermott Slide Presentation entitled Town Hall (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017).
(a)(5)(xiii) Social media posts (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 19, 2017). (a)(5)(xiv) (a)(5)(xv) Email from Tony Brown, Chief Integration Officer, to McDermott employees (incorporated by reference to McDermott s filing pursuant to Rule 425 on December 26, 2017). Joint Investor Presentation, dated January 8, 2018 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McDermott on January 8, 2018). (a)(5)(xvi) Press Release issued by McDermott, dated January 8, 2018 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by McDermott on January 8, 2018). (a)(5)(xvii) Article written by Bloomberg Markets entitled McDermott CEO Bets on Next Turnaround at Ailing Chicago Bridge (incorporated by reference to McDermott s filing pursuant to Rule 425 on January 9, 2018). (a)(5)(xviii) Social media posts (incorporated by reference to McDermott s filing pursuant to Rule 425 on January 11, 2018). (a)(5)(xix) (a)(5)(xx) (a)(5)(xxi) (a)(5)(xxii) (a)(5)(xxiii) (a)(5)(xxiv) (a)(5)(xxv) (a)(5)(xxvi) (a)(5)(xxvii) Integration communication to McDermott employees (incorporated by reference to McDermott s filing pursuant to Rule 425 on January 16, 2018). Joint Press Release issued by McDermott and CB&I, dated January 25, 2018 (incorporated by reference to McDermott s filing pursuant to Rule 425 on January 25, 2018). Integration communication to CB&I employees (incorporated by reference to McDermott s filing pursuant to Rule 425 on January 30, 2018). Integration communication to McDermott employees (incorporated by reference to McDermott s filing pursuant to Rule 425 on February 5, 2018). Press Release issued by McDermott announcing McDermott s financial results for the quarter and year ended December 31, 2017, dated February 21, 2018 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McDermott on February 21, 2018). McDermott Slide Presentation entitled Q4 2017 Supplemental Information (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed by McDermott on February 21, 2018). Annual Report on Form 10-K of McDermott for the fiscal year ended December 31, 2017 (filed with the SEC on February 21, 2018 and incorporated herein by reference). Annual Report on Form 10-K of CB&I for the fiscal year ended December 31, 2017 (filed with the SEC on February 21, 2018 and incorporated herein by reference). McDermott Fourth Quarter 2017 Earnings Call Transcript (incorporated by reference to McDermott s filing pursuant to Rule 425 on February 22, 2018). (a)(5)(xxviii) Email to McDermott and CB&I employees, dated February 26, 2018 (incorporated by reference to McDermott s filing pursuant to Rule 425 on February 27, 2018).
(a)(5)(xxix) (a)(5)(xxx) (a)(5)(xxxi) (a)(5)(xxxii) (a)(5)(xxxiii) (b) (d)(1) (d)(2) Integration communication to McDermott and CB&I employees (incorporated by reference to McDermott s filing pursuant to Rule 425 on March 13, 2018). Joint Press Release issued by McDermott and CB&I, dated March 13, 2018 (incorporated by reference to McDermott s filing pursuant to Rule 425 on March 13, 2018). Joint Press Release issued by McDermott and CB&I, dated March 14, 2018 (incorporated by reference to McDermott s filing pursuant to Rule 425 on March 15, 2018). McDermott Slide Presentation entitled McDermott International + CB&I (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McDermott on March 22, 2018). Joint Press Release issued by McDermott and CB&I dated March 29, 2018 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McDermott on March 29, 2018). Commitment Letter, dated December 18, 2017 to which McDermott International, Inc., Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA are parties (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by McDermott on December 18, 2017). Business Combination Agreement, dated December 18, 2017, by and among McDermott International, Inc., McDermott Technology, B.V., McDermott Technology (Americas), LLC, McDermott Technology (US), LLC, Chicago Bridge & Iron Company N.V., Comet I B.V., Comet II B.V, CB&I Oil & Gas Europe B.V., CB&I Group UK Holdings, CB&I Nederland B.V. and The Shaw Group, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by McDermott on December 18, 2017). Amendment No. 1 to Business Combination Agreement and Partial Assignment and Assumption of Business Combination Agreement, dated January 24, 2018, by and among McDermott International, Inc., McDermott Technology, B.V., McDermott Technology (2), B.V., McDermott Technology (3), B.V., McDermott Technology (Americas), LLC, McDermott Technology (US), LLC, Chicago Bridge & Iron Company N.V., Comet I B.V., Comet II B.V., CB&I Oil & Gas Europe B.V., CB&I Group UK Holdings, CB&I Nederland B.V. and The Shaw Group, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by McDermott on January 24, 2018). * Filed herewith Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. McDermott Bidco hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, however, that McDermott Bidco may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished Item 13. Not applicable. Information Required by Schedule 13E-3. Participants in Proxy Solicitation McDermott, CB&I and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from McDermott s and CB&I s shareholders in connection with the proposed transactions. Information regarding the officers and directors of McDermott is included in its annual report on Form 10-K/A for the year ended December 31, 2017 filed with SEC on March 8, 2018. Information regarding the officers and directors of CB&I is included in its annual report on Form 10-K/A
for the year ended December 31, 2017 filed with the SEC on March 22, 2018. Additional information regarding the persons who may be deemed participants and their interests will be set forth in the Registration Statement and joint proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transactions. Free copies of these documents may be obtained as described in the paragraphs above. Forward-Looking Statements McDermott and CB&I caution that statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott, CB&I and the combined business. These forward-looking statements include, among other things, statements about anticipated cost and revenue synergies, accretion, risks related to CB&I projects, best-in-class operations, opportunities to capture additional value from market trends, maintenance of a consistent customer approach to pricing, safety and transition issues, free cash flow, plans to de-lever, targeted credit ratings, expected completion date, and permanent debt financing. 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: the ability of McDermott and CB&I to obtain the shareholder approvals necessary to complete the proposed combination on the proposed timeline or at all; the risk that a condition to the closing of the proposed combination may not be satisfied or that the proposed combination may fail to close, including as the result of any inability to obtain the financing for the combination; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed combination; the costs incurred to consummate the proposed combination; the possibility that the expected synergies from the proposed combination will not be realized, or will not be realized within the expected time period; difficulties related to the integration of the two companies, the credit ratings of the combined business following the proposed combination; disruption from the proposed combination making it more difficult to maintain relationships with customers, employees, regulators or suppliers; the diversion of management time and attention on the proposed combination; adverse changes in the markets in which McDermott and CB&I operate or credit markets; the inability of McDermott or CB&I 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, change orders and other modifications and actions by customers and other business counterparties of McDermott and CB&I; or changes in industry norms; 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. You should not place undue reliance on forward looking statements. For a more complete discussion of these and other risk factors, please see each of McDermott s and CB&I s annual and quarterly filings with the SEC, including their respective annual reports on Form 10-K for the year ended December 31, 2017. This communication reflects the views of McDermott s management and CB&I s management as of the date hereof. Except to the extent required by applicable law, McDermott and CB&I undertake no obligation to update or revise any forward-looking statement.
SIGNATURES After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 29, 2018 MCDERMOTT INTERNATIONAL, INC. By: /s/ David Dickson Name: David Dickson Title: President and Chief Executive Officer MCDERMOTT TECHNOLOGY, B.V. By: /s/ Stuart Spence Name: Stuart Spence Title: Managing Director
Exhibit 99(a)(1)(i) DESCRIPTION OF SHARES TENDERED Name(s) and Address(s) of Registered Holder(s) Total Number of Share(s) Tendered* * Unless otherwise indicated, it will be assumed that all shares of CB&I Common Stock presented with this Letter of Transmittal, along with all shares held as book-entry within the account are being tendered hereby. If the indicated number exceeds the number of book-entry shares within the account, it will be assumed that the number of shares tendered is equal to the number of book-entry shares within the account. By signing and submitting this Letter of Transmittal you warrant that these shares will not be sold, including through limit order request, unless properly withdrawn from the Exchange Offer. Letter of Transmittal for the Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. for 2.47221 shares of common stock of McDermott International, Inc. ( McDermott ) or, if a 3-to-1 reverse stock split of McDermott Common Stock (as defined herein) has occurred prior to the time at which McDermott Technology, B.V. accepts shares of CB&I Common Stock (as defined herein) in the Exchange Offer, 0.82407 shares of McDermott Common Stock by MCDERMOTT TECHNOLOGY, B.V. Pursuant to the Exchange Offer Prospectus dated March 29, 2018 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., EASTERN TIME, ON MAY 10, 2018, UNLESS THE EXCHANGE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE EXCHANGE OFFER EXPIRATION TIME ) OR EARLIER TERMINATED. SHARES OF CB&I COMMON STOCK TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXCHANGE OFFER EXPIRATION TIME. The Exchange Agent for the Exchange Offer is: Computershare Trust Company, N.A. By Overnight Mail: Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer Suite V 250 Royall Street Canton, MA 02021 By First Class Mail: Computershare Trust Company, N.A. Attn: Corporate Actions Voluntary Offer P.O. Box 43011 Providence, RI 02940-3011 Corporate Actions Voluntary COY - CBIC
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Exchange Agent. You must sign this Letter of Transmittal in the appropriate space provided below, with signature guarantee if required, and complete the Internal Revenue Service ( IRS ) Form W-9 enclosed herein or the appropriate IRS Form W-8, as applicable. The Exchange Offer is not being made to (nor will tender of shares be accepted from or on behalf of) shareholders in any jurisdiction where it would be illegal to do so. The instructions contained within this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Time is critical. Please complete and return promptly in accordance with the enclosed instructions. If you have questions or requests for assistance, or would like additional copies of this Letter of Transmittal or any of the other documents delivered in connection with the Exchange Offer, you should contact MacKenzie Partners, Inc., the Information Agent for the Exchange Offer (the Information Agent ), using the contact information on the last page of this Letter of Transmittal. You should use this Letter of Transmittal to deliver to Computershare Trust Company, N.A. (the Exchange Agent ) common shares, par value EUR 0.01 per share ( CB&I Common Stock ), of Chicago Bridge & Iron Company N.V, a public limited liability company incorporated under the laws of the Netherlands ( CB&I ), for exchange, if (a) your shares are directly registered in your own name in CB&I s shareholders register, including if you are a record holder and hold shares in book-entry form on the books of CB&I s transfer agent, or (b) if you hold shares in street name through The Depository Trust Company ( DTC ) in book-entry form, unless an Agent s Message (as defined in Instruction 3 below) in lieu of this Letter of Transmittal is utilized. If you wish to tender shares of CB&I Common Stock that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact your broker, dealer, commercial bank, trust company or other nominee and request that your broker, dealer, commercial bank, trust company or other nominee tenders such shares. BECAUSE MCDERMOTT TECHNOLOGY, B.V. ( MCDERMOTT BIDCO ) IS NOT PROVIDING FOR GUARANTEED DELIVERY PROCEDURES, A HOLDER MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETED DURING THE NORMAL BUSINESS HOURS OF THE EXCHANGE AGENT PRIOR TO THE EXCHANGE OFFER EXPIRATION TIME. TENDERS NOT COMPLETED PRIOR TO THE EXCHANGE OFFER EXPIRATION TIME WILL BE DISREGARDED AND OF NO EFFECT. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY OTHER DOCUMENTS TO MCDERMOTT, MCDERMOTT BIDCO OR CB&I. SEND THESE DOCUMENTS ONLY TO THE EXCHANGE AGENT. SUBJECT TO (ONDER OPSCHORTENDE VOORWAARDE), AND EFFECTIVE UPON, ACCEPTANCE FOR EXCHANGE OF THE SHARES OF CB&I COMMON STOCK VALIDLY TENDERED HEREWITH AND NOT PROPERLY WITHDRAWN ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER AND CONFIRMATION BY THE EXCHANGE AGENT THAT THE APPROPRIATE NUMBER OF SHARES OF MCDERMOTT COMMON STOCK ARE HELD FOR THE BENEFIT OF THE TENDERING HOLDER OF CB&I COMMON STOCK AS PAYMENT FOR SUCH TENDERED SHARES, THE PROPER COMPLETION AND DULY SIGNING OF THIS LETTER OF TRANSMITTAL WILL CONSTITUTE A PRIVATE DEED OF TRANSFER AS REQUIRED BY DUTCH LAW FOR THE TRANSFER OF THE SHARES TENDERED HEREWITH TO MCDERMOTT BIDCO (OR TO MCDERMOTT BIDCO s ASSIGNEE, IF MCDERMOTT BIDCO DESIGNATES SUCH ASSIGNEE AND THIS LETTER OF TRANSMITTAL IS SUBSEQUENTLY SIGNED BY THE EXCHANGE AGENT ON BEHALF OF SUCH ASSIGNEE, IN EACH CASE PRIOR TO THE ACCEPTANCE FOR EXCHANGE OF AND EXCHANGE OF THE TENDERED SHARES FOR SHARES OF MCDERMOTT COMMON STOCK), AND CB&I S ACKNOWLEDGEMENT OF SUCH TRANSFER OF SUCH TENDERED SHARES. Corporate Actions Voluntary COY - CBIC 2
Number of Shares Reflected in CB&I s Shareholders Register: (Please contact the Information Agent (using the contact information on the last page of this Letter of Transmittal) if your shares of CB&I Common Stock are directly registered in your own name on CB&I s shareholders register and you do not have the numbers reflected in that register readily available). Corporate Actions Voluntary COY - CBIC 3
IMPORTANT SHAREHOLDER: SIGN HERE (Please complete the IRS Form W-9 enclosed herein or the appropriate IRS Form W-8, as applicable.) X (Signature(s) of Registered Holder(s)) Dated: (Must be signed by the registered holder(s) exactly as name(s) appear(s) in CB&I s shareholders register, or on a security position listing, or by the person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 2.) Name(s): Capacity (Full Title): (See Instructions) Address: (Include Zip Code) Area Code/Phone Number: Taxpayer Identification Number (Social Security Number or Employer Identification Number): GUARANTEE OF SIGNATURE(S) (If required See Instructions 1 and 2.) APPLY MEDALLION GUARANTEE STAMP BELOW Corporate Actions Voluntary COY - CBIC 4
SPECIAL EXCHANGE INSTRUCTIONS (See Instructions 1, 2 and 5.) To be completed ONLY if the shares (and cash in lieu of fractional shares) are to be issued in the name of someone other than the undersigned. Please print. Issue To: Name: Address: Taxpayer Identification Number (Social Security Number or Employer Identification Number): (First, Middle and Last Name) (Number and Street) (Include Zip Code) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 2 and 5.) To be completed ONLY if the shares (and cash in lieu of fractional shares) are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled Description of Shares Tendered. Please print. Mail To: Name: Address: (First, Middle and Last Name) (Number and Street) (Include Zip Code) (Recipient must complete the IRS Form W-9 enclosed herein or the appropriate IRS Form W-8, as applicable.) Corporate Actions Voluntary COY - CBIC 5
Ladies and Gentlemen: IMPORTANT PLEASE READ THIS INSTRUCTION BOOKLET CAREFULLY BEFORE COMPLETING THE ENCLOSED LETTER OF TRANSMITTAL The undersigned herewith tenders to McDermott Bidco the above-described shares of CB&I Common Stock pursuant to McDermott Bidco s offer to exchange shares of McDermott Common Stock for any and all issued and outstanding shares of CB&I Common Stock, on the terms and subject to the conditions set forth in the exchange offer prospectus, dated March 29, 2018 (as it may be amended or supplemented from time to time, the Exchange Offer Prospectus ) and this Letter of Transmittal. On the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, (i) acceptance for exchange of the shares of CB&I Common Stock validly tendered herewith, and not properly withdrawn, prior to the Exchange Offer Expiration Time, and (ii) confirmation by the Exchange Agent that the appropriate number of shares of McDermott Common Stock are held for the benefit of the undersigned, the undersigned hereby sells, assigns and transfers to, or upon the order of, McDermott Bidco (or McDermott Bidco s assignee, if McDermott Bidco designates such assignee and this Letter of Transmittal is subsequently signed by the Exchange Agent on behalf of such assignee, in each case prior to the acceptance for exchange of and exchange of the tendered shares of CB&I Common Stock), all right, title and interest in and to all of the shares of CB&I Common Stock being tendered hereby and any and all dividends, distributions, rights, other shares of CB&I Common Stock or other securities issued or issuable in respect of such shares of CB&I Common Stock on or after the date hereof (collectively, Distributions ) and, to the extent the tendered shares of CB&I Common Stock are directly registered in the name of the undersigned in CB&I s shareholders register, the proper completion and signing of this Letter of Transmittal by the undersigned and by the Exchange Agent on behalf of McDermott Bidco (or McDermott Bidco s assignee, if applicable) and CB&I will constitute a private deed of transfer as required under Dutch law for the transfer of the shares of CB&I Common Stock tendered herewith and CB&I s acknowledgement of such transfer of such tendered shares of CB&I Common Stock. In addition, subject to, and effective upon, (i) acceptance for exchange of the shares of CB&I Common Stock validly tendered herewith, and not properly withdrawn, prior to the Exchange Offer Expiration Time, and (ii) confirmation by the Exchange Agent that the appropriate number of shares of McDermott Common Stock are held for the benefit of the undersigned, the undersigned hereby irrevocably appoints and authorizes McDermott Bidco as the true and lawful agent and attorney-in-fact and proxy with respect to such shares of CB&I Common Stock and any Distributions with full power of substitution (such proxy and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered shares of CB&I Common Stock) to the fullest extent of the rights of the undersigned with respect to such shares of CB&I Common Stock and any Distributions (a) to deliver any Distributions, or transfer ownership of such shares of CB&I Common Stock and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of McDermott Bidco, (b) to transfer such shares of CB&I Common Stock directly registered in the undersigned s name in CB&I s shareholders register and any Distributions in respect of such shares of CB&I Common Stock to or upon the order of McDermott Bidco (or McDermott Bidco s assignee, if applicable) to the extent not already transferred pursuant to this Letter of Transmittal, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such shares of CB&I Common Stock and any Distributions, all in accordance with the terms and subject to the conditions of the Exchange Offer. The undersigned hereby irrevocably appoints each of the designees of McDermott Bidco as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the fullest extent of the rights of the undersigned with respect to the shares of CB&I Common Stock tendered hereby which have been accepted for exchange and with respect to any Distributions, all in accordance with the terms and subject to the conditions set forth in the Exchange Offer Prospectus and this Letter of Transmittal. The designees of McDermott Bidco will, with respect to the shares of CB&I Common Stock tendered hereby and any associated Distributions for which the appointment is effective, be empowered to exercise all of the undersigned s voting and any other rights, as they, in their sole discretion, may deem proper at any annual, extraordinary, adjourned, postponed, convened or reconvened general meeting of CB&I shareholders. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered shares of CB&I Common Stock. Such appointment is Corporate Actions Voluntary COY - CBIC 6
effective when, and only to the extent that, McDermott Bidco accepts the shares of CB&I Common Stock tendered with this Letter of Transmittal for exchange pursuant to the Exchange Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such shares of CB&I Common Stock and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). McDermott Bidco reserves the right to require that, in order for shares of CB&I Common Stock to be deemed validly tendered, immediately upon McDermott Bidco s acceptance for exchange of such shares of CB&I Common Stock, McDermott Bidco or its designees must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such shares of CB&I Common Stock and any associated Distributions, including voting at any meeting of shareholders, or executing a written consent, concerning any matter. Non-tendering CB&I shareholders who receive shares of McDermott Common Stock pursuant to the Liquidation Distribution rather than the Exchange Offer generally will be subject to a Dutch Dividend Withholding Tax. See the sections of the Exchange Offer Prospectus entitled McDermott Common Stock Sale to Satisfy Dutch Dividend Withholding Tax Obligations and Material Tax Consequences of the Combination Dutch Dividend Withholding Tax. CB&I shareholders who participate in the Exchange Offer will be able to exchange their shares of CB&I Common Stock for shares of McDermott Common Stock without incurring Dutch Dividend Withholding Tax on the receipt of such shares of McDermott Common Stock. In connection with the Exchange Offer and the undersigned s tender of shares of CB&I Common Stock, by executing the Letter of Transmittal, the undersigned hereby represent and warrant to McDermott Bidco that: 1. the undersigned has full power and authority to tender, sell, assign and transfer the shares that the undersigned has tendered (and any and all other shares of CB&I Common Stock or other securities issued or issuable in respect of such shares); 2. when McDermott Bidco accepts such shares for exchange pursuant to the Exchange Offer, McDermott Bidco will acquire good, marketable and unencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; 3. the undersigned is the registered holder of the shares of CB&I Common Stock tendered hereby, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the shares of CB&I Common Stock tendered hereby; 4. the undersigned will, upon reasonable request, promptly execute and deliver any additional documents deemed by the Exchange Agent or McDermott Bidco to be necessary or desirable to complete the sale, assignment and transfer of the shares of CB&I Common Stock and any Distributions tendered hereby; 5. the undersigned shall promptly remit and transfer to the Exchange Agent for the account of McDermott Bidco (or McDermott Bidco s assignee, if applicable) any and all Distributions in respect of the shares of CB&I Common Stock tendered hereby, accompanied by documentation sufficient for such transfer and, pending such remittance or appropriate assurance thereof, McDermott Bidco (or McDermott Bidco s assignee, if applicable) shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by McDermott Bidco in its sole discretion; 6. the undersigned acknowledges that all authority the undersigned has conferred or agreed to confer in the Letter of Transmittal and all of the undersigned s obligations hereunder shall be binding upon the undersigned s successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives, and shall survive and not be affected by the undersigned s death or incapacity. 7. the undersigned s participation in the Exchange Offer and tender of such shares complied with the applicable laws of both the jurisdiction where the undersigned received the materials relating to the Exchange Offer and the jurisdiction from which the tender is being made; and Corporate Actions Voluntary COY - CBIC 7
8. FOR NON-U.S. PERSONS: The undersigned acknowledges that McDermott Bidco has advised the undersigned that it has not taken any action under the laws of any country outside the United States to facilitate a public offer to exchange CB&I Common Stock or McDermott Common Stock in that country; that there may be restrictions that apply in other countries, including with respect to transactions in CB&I Common Stock or McDermott Common Stock in the undersigned s home country; that, if the undersigned is located outside the United States, the undersigned s ability to tender CB&I Common Stock in the Exchange Offer will depend on whether there is an exemption available under the laws of the undersigned s home country that would permit the undersigned to participate in the Exchange Offer without the need for McDermott Bidco or McDermott to take any action to facilitate a public offering in that country or otherwise; that McDermott Bidco will rely on the undersigned s representation that the undersigned s participation in the Exchange Offer is made pursuant to and in compliance with the applicable laws in the jurisdiction in which the undersigned is resident or from which the undersigned is tendering the undersigned s shares and in a manner that will not require McDermott Bidco or McDermott to take any action to facilitate a public offering in that country or otherwise; and that McDermott Bidco will rely on the undersigned s representations concerning the legality of the undersigned s participation in the Exchange Offer in determining to accept any shares that the undersigned is tendering for exchange. By executing the Letter of Transmittal, the undersigned understands and agrees that, among other matters described in the Exchange Offer Prospectus: With respect to withdrawal, acceptance, exchange and delivery: (i) (ii) (iii) (iv) (v) the undersigned can withdraw its tender only in accordance with the procedures described in the Exchange Offer Prospectus under The Exchange Offer Procedures for Tendering and in Instruction 8 hereof; once McDermott Bidco accepts any of the shares that the undersigned has tendered, the undersigned s tender is irrevocable, and the undersigned will be (a) deemed to have accepted the shares of McDermott Common Stock exchanged for such shares and to have relinquished all rights with respect to the tendered and accepted shares of CB&I Common Stock and (b) entitled to receive such shares of McDermott Common Stock in book-entry form in a direct registered account in the undersigned s name; the number of shares of McDermott Common Stock the undersigned may receive in the Exchange Offer is determined by the Exchange Offer Ratio, as described in the Exchange Offer Prospectus under The Exchange Offer; McDermott s transfer agent will (a) cause to be credited, in book-entry form to a direct registered account in the undersigned s name, the shares of McDermott Common Stock to which the undersigned is entitled in the name(s) of the registered holder(s) shown on the Letter of Transmittal (or, in the case of shares delivered through The Depository Trust Company ( DTC ), to the account of DTC so that DTC can credit the relevant DTC participant and such participant can credit its respective account holders) as soon as practicable after acceptance of shares of CB&I Common Stock in the Exchange Offer, and (b) mail a statement from McDermott s transfer agent evidencing the undersigned s holdings, as well as general information on the book-entry form of ownership; no fractional shares of McDermott Common Stock will be issued in the Merger, as described in the Exchange Offer Prospectus under The Exchange Offer Cash in Lieu of Fractional Shares of McDermott Common Stock ; to the extent that the undersigned otherwise would be entitled to a fractional share of McDermott Common Stock as a result of the application of the Exchange Offer Ratio, the undersigned will instead receive an amount in cash equal to the product of the fractional share of McDermott Common Stock the undersigned otherwise would be entitled to and the closing price for a share of McDermott Common Stock on the business day immediately preceding the Closing Date; With respect to the return of any shares of CB&I Common Stock not accepted for exchange: (vi) if any shares of CB&I Common Stock are delivered and not accepted by McDermott Bidco for any reason pursuant to the terms and conditions of the Exchange Offer, the Exchange Agent will (a) in the case of Corporate Actions Voluntary COY - CBIC 8