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): May 210, 2018

Chicago Bridge & Iron Company N.V.

(Comet II B.V., as successor by merger to Chicago Bridge & Iron Company N.V.)

(Exact name of registrant as specified in its charter)

The Netherlands

1-12815

98-0420223

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Prinses Beatrixlaan 35

2595 AK The Hague

The Netherlands

N/A

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 31 70 373 2010

N/A

(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))

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~~Introductory ~~5.03.~~Note ~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~

OnThis ~~May 2,~~Current ~~2018,~~Report on Form 8-K for Chicago Bridge & Iron Company N.V. (the “Company” or “CB&I”) ~~held~~is being filed by Comet II B.V., a ~~special~~company ~~general~~incorporated ~~meeting~~under the laws of ~~shareholders~~the Netherlands (“Comet II”), as successor by merger to CB&I, in connection with the consummation of the transactions contemplated by the Business Combination Agreement (the “~~Special~~Agreement”), ~~General~~dated ~~Meeting~~December 18, 2017, by and among McDermott International, Inc., a corporation incorporated under the laws of the Republic of Panama (“McDermott”), McDermott Technology, B.V., Ata company incorporated under the ~~Special~~laws ~~General~~of ~~Meeting~~the Netherlands and a direct wholly owned subsidiary of McDermott (“McDermott Bidco”), ~~shareholders~~McDermott Technology (Americas), LLC, a Delaware limited liability company and a wholly owned subsidiary of McDermott (“U.S. Acquiror 1”), McDermott Technology (US), LLC, a Delaware limited liability company and a wholly owned subsidiary of McDermott (“U.S. Acquiror 2” and, together with U.S. Acquiror 1, McDermott and McDermott Bidco, the “Original McDermott Parties”), the Company, ~~approved~~Comet anI B.V., a company incorporated under the laws of the Netherlands and a direct wholly owned subsidiary of the Company (“Comet ~~amendment~~I”), toComet II, CB&I Oil & Gas Europe B.V., a company incorporated under the laws of the Netherlands and an indirect, wholly owned subsidiary of the Company’s ~~articles~~(“CT Seller 1”), CB&I Group UK Holdings, a private limited company incorporated in and registered in England and Wales and an indirect, wholly owned subsidiary of ~~association~~the Company (“CT Seller 2”), CB&I Nederland B.V., a company incorporated under the laws of the Netherlands and an indirect, wholly owned subsidiary of the Company (“~~Articles~~CT Seller 3”), toand ~~remove~~The Shaw Group, Inc., a Louisiana corporation and an indirect, wholly owned subsidiary of the ~~supermajority~~Company ~~voting~~(“CT ~~requirement~~Seller ~~for~~4” ~~certain~~and, ~~resolutions~~together ~~when~~with ~~any~~CT ~~person~~Seller 1, ~~alone~~CT orSeller 2 and CT Seller 3, the “CT Sellers”; and the CT Sellers, together with aCB&I, ~~group~~Comet I and Comet II, ~~holds~~the ~~more~~“CB&I ~~than~~Parties” ~~fifteen~~and, ~~percent~~together with the Original McDermott Parties, the “Original Parties”), as amended by Amendment No. 1 to Business Combination Agreement and Partial Assignment and Assumption of Business Combination Agreement, dated January 24, 2018, by and among the Original Parties, McDermott Technology (~~15%~~2), B.V., a company incorporated under the laws of the Netherlands and a wholly owned subsidiary of McDermott and McDermott Technology (3), B.V., a company incorporated under the laws of the Netherlands and a wholly owned subsidiary of McDermott. Pursuant to the Agreement, on May 10, ~~outstanding~~2018, ~~share~~the ~~capital~~Company and McDermott combined through a series of transactions, including an Exchange Offer, the CB&I Technology Acquisition, Merger, Share Sale and Liquidation (each as defined below and, together, the ~~Articles~~“Combination”). ~~were~~The events ~~amended~~described ~~accordingly~~in this Current Report on Form 8-K occurred in connection with the consummation of the Combination. The Combination is more fully described in Item 2.01 below.

~~The~~Item ~~full~~1.02. ~~text~~Termination of ~~the~~Material ~~Articles,~~Definitive ~~as amended and restated, is attached hereto as Exhibit 3~~Agreement.~~1 and incorporated herein by reference.~~

~~Item~~Credit ~~5.07.~~Facilities ~~Submission of Matters to a Vote of Security Holders.~~

On May 2 10, 2018, atin ~~the~~connection ~~Special~~with ~~General Meeting,~~the ~~CB&I~~closing ~~shareholders~~of ~~considered~~the ~~proposals~~Combination ~~related~~and pursuant to the ~~combination~~terms of ~~McDermott~~(A) ~~International~~the Credit Agreement, ~~Inc.~~dated as of October 28, 2013 (the “~~McDermott~~Credit Agreement”), by and CBamong the Company, Chicago Bridge &I Iron Company (Delaware), certain Subsidiaries of the Company signatory thereto, Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto, with respect to the Company’s five year $1.15 billion revolving credit facility (the “~~Combination~~Credit Facility”), ~~pursuant~~(B) tothe ~~that~~Amended ~~certain~~and ~~Business~~Restated ~~Combination~~Revolving Credit Agreement, dated as of July 8, 2015 (the “Revolving Credit Agreement”), by and among CB the Company Chicago Bridge &I Iron Company (Delaware), ~~McDermott~~certain ~~and~~Subsidiaries of the ~~other~~Company ~~parties~~signatory thereto, ~~dated~~Bank ~~December 18~~of America, ~~2017~~N.A., (as ~~amended~~administrative agent and collateral agent, ~~the~~and ~~“BCA”).~~each ~~The~~of the ~~proposals~~Lenders ~~are~~signatory ~~described~~thereto, inwith ~~detail~~respect into the Company’s ~~Definitive~~five ~~Proxy~~year ~~Statement~~$800 onmillion ~~Schedule~~revolving ~~14A~~credit ~~for~~facility (the ~~Special~~“Revolving ~~General~~Credit ~~Meeting~~Facility”), and (C) the Term Loan Agreement, dated as of July 8, 2015 (the “Term Loan ~~filed~~Agreement”, and together with the ~~Securities~~Revolving Credit Agreement and ~~Exchange~~Credit ~~Commission~~Agreement, (the “~~SEC~~Credit Agreements”), onby ~~March 29,~~and ~~2018~~among (the ~~“Proxy~~Company ~~Statement”~~Chicago Bridge & Iron Company (Delaware), certain Subsidiaries of the Company signatory thereto, Bank of America, N.A., ~~The~~as ~~final~~administrative ~~voting~~agent ~~results~~and oncollateral agent, and each of the ~~matters~~Lenders ~~submitted~~signatory tothereto, awith ~~vote~~respect ofto ~~CB&I~~the Company’s ~~shareholders~~five atyear $500 million term facility (the ~~Special~~“Term Facility” and together with the Credit ~~General~~Facility ~~Meeting~~and Revolving Credit Facility, the “Credit Facilities”), the Company has prepaid the Credit Facilities in full and all indebtedness with respect to such Credit Facilities has been cancelled. Upon the prepayment of the Credit Facilities pursuant to the Credit Agreements, all indebtedness was deemed to be and shall be paid, satisfied and discharged in full, and the Credit Agreements and the Credit Facilities have been automatically terminated and are ~~set~~of ~~forth~~no ~~below~~further force and effect. In connection with the termination of the Credit Facilities, Bank of America, N.A., released all liens held by the Lenders, holders of the Notes and certain other Secured Parties.

AsNote ofPurchase ~~April 4,~~Agreements 2018, the record date for the Special General Meeting, there were 102,544,881 shares of the Company’s common stock, par value EUR 0.01 per share (the “Common Stock”), outstanding and entitled to vote at the Special General Meeting. At the Special General Meeting, a total of 61,230,604 shares of Common Stock, representing approximately 59.71% of the outstanding shares entitled to vote, were present by proxy.

1.On May 10, ~~Resolution~~2018, ~~providing~~in ~~for~~connection anwith ~~amendment~~the closing of the Combination and pursuant to the ~~Articles~~terms asof ~~set~~(A) the ~~forth~~Note inPurchase ~~Annex~~and GGuarantee ofAgreement, dated December 27, 2012 (the ~~Proxy~~“2012 ~~Statement~~NPA”), by and among Chicago Bridge & Iron (Delaware) (together with the Company, the “Obligors”), the Company and the purchasers party thereto, with respect to ~~remove~~the Company’s (i) 9.15% Senior Notes, Series A-1, due August 31, 2018 and 9.15% Senior Notes, Series A-2 due August 31, 2018, (ii) 7.57% Senior Notes, Series B, due December 27, 2019, (iii) 8.15% Senior Notes, Series C, due December 27, 2022 and (iv) 8.30% Senior Notes, Series D, due December 27, 2024 (collectively, the ~~supermajority~~“2012 ~~voting~~Notes”) ~~requirement~~and ~~for~~(B) the ~~certain~~Note ~~resolutions~~Purchase ~~when~~and ~~any~~Guarantee ~~person~~Agreement, ~~alone~~dated oras of July 22, 2015 (the “2015 NPA” and, together with athe ~~group~~2012 NPA, ~~holds~~the “NPAs”), ~~more~~by ~~than~~and ~~fifteen~~among ~~percent~~Chicago Bridge & Iron (15Delaware), the Company and the purchasers party thereto, with respect to the Company’s 7.53% Senior Notes due 2025 (the “2015 Notes” and, together with the 2012 Notes, the “Notes”), the Company has prepaid the Notes in full and all indebtedness with respect to such Notes has been cancelled. Upon the prepayment of the ~~outstanding~~Notes ~~share~~pursuant ~~capital~~to the NPAs, all indebtedness was deemed to be and shall be paid, satisfied and discharged in full, and the NPAs and the Notes have been automatically terminated and are of ~~CB&I:~~no further force and effect.

For		Against		Abstain
59,919,392		1,080,653		230,559

-2-

Item 2.01. ~~Resolution~~Completion toof ~~enter~~Acquisition ~~into~~or ~~and~~Disposition ~~effectuate~~of ~~the Merger (as defined in the Proxy Statement) in accordance with the Merger Proposal (as defined in the BCA):~~Assets.

For		Against		Abstain
60,105,467		743,235		381,902

On May 10, 2018, pursuant to the Agreement, CB&I and McDermott combined through a series of transactions that occurred substantially concurrently, as follows:

3.• ~~Resolution~~McDermott Bidco completed an exchange offer (the “Exchange Offer”) to ~~approve~~acquire any and all of the ~~acquisition~~issued and outstanding shares of the common stock of CB&I, par value €0.01 per share (“CB&I Common Stock”), with each share of CB&I Common Stock accepted by ~~certain~~McDermott ~~subsidiaries~~Bidco in the Exchange Offer exchanged for the right to receive 0.82407 shares of common stock of McDermott, par value $1.00 per share (“McDermott Common Stock”) (the “Exchange Offer Ratio”), plus cash in lieu of any fractional shares (collectively, the ~~equity~~“Per Share Consideration”). Computershare Trust Company, N.A., the exchange agent for the Exchange Offer, has advised that, as of ~~certain~~the expiration of the Exchange Offer, a total of 66,690,236 shares of CB&I ~~subsidiaries~~Common ~~that~~Stock, ~~own~~representing approximately 65% of the outstanding shares of CB&I’s ~~technology~~Common ~~business~~Stock, ~~for~~had ~~cash:~~been validly tendered pursuant to the Exchange Offer and not properly withdrawn;

For		Against		Abstain
60,052,488		754,127		423,989

•

Subsidiaries of McDermott acquired for cash certain entities that own CB&I’s technology business (the “CB&I Technology Acquisition”) and the cash proceeds paid in the CB&I Technology Acquisition were used to repay certain existing debt of CB&I. The consideration paid in connection with the CB&I Technology Acquisition was approximately $2.65 billion;

4.• ~~Resolution~~CB&I tomerged ~~approve~~with ~~the~~and ~~sale~~into by Comet ~~I B.V.~~II, aand ~~direct~~each ~~wholly~~share ~~owned subsidiary~~ of CB&I, ofCommon ~~all~~Stock ofthat ~~the~~was ~~issued~~not ~~and~~tendered ~~outstanding shares~~ in the ~~capital~~Exchange ofOffer ~~Comet~~was IIexchanged ~~B.V.~~into ~~to McDermott Technology, B.V.,~~ a ~~wholly~~share ~~owned~~of ~~subsidiary~~Comet ofI ~~McDermott~~stock (orthe ~~its designee~~“Merger”):;

2• Comet I sold to McDermott Bidco all of the outstanding shares of Comet II (the “Share Sale”) in exchange for a note that is mandatorily exchangeable into shares of McDermott Common Stock (the “Exchangeable Note”); and

For		Against		Abstain
60,104,374		716,537		409,693

•

Comet I dissolved and subsequently liquidated in accordance with Sections 2:19 and 2:23b of the Dutch Civil Code. Pursuant to the liquidation, each holder of shares of CB&I Common Stock not tendered in the Exchange Offer is entitled to receive, as a liquidation distribution, the Per Share Consideration for each such share (reduced by applicable withholding taxes, including any Dutch withholding taxes under the Dividend Withholding Tax Act 1965) (the “Liquidation”). Any portion of the Exchangeable Note that was distributed to McDermott Bidco was extinguished.

5Treatment of Equity Awards. ~~Resolution~~At tothe closing of the Combination (athe “closing”), ~~approve~~outstanding CB&I restricted stock units that vested upon the ~~dissolution~~closing in accordance with their terms, CB&I restricted stock units held by CB&I’s non-employee directors and CB&I deferred share awards held by CB&I’s non-employee directors each converted into the right to receive the Per Share Consideration in respect of ~~Comet~~each share of CB&I BCommon Stock covered by the award, less any applicable withholding taxes.V. Also at the closing, ~~(b)~~outstanding ~~approve~~CB&I restricted stock units that did not vest at the ~~appointment~~closing ofby ~~Stichting~~their ~~Vereffening~~terms, ~~Chicago~~outstanding ~~Bridge~~CB&I options and outstanding CB&I ~~Iron~~stock ~~Company~~appreciation asrights ~~liquidator~~were each converted into corresponding awards relating to shares of McDermott ~~Comet~~Common IStock, ~~B.V.~~with ~~and~~appropriate ~~(c)~~adjustments ~~approve~~to reflect the ~~appointment~~Exchange ofOffer Ratio and remain subject to their original vesting schedule (anexcept ~~affiliate~~that ~~of)~~any ~~McDermott~~CB&I ~~Technology,~~options ~~B.V.~~vested asat the ~~custodian~~closing). ofFurther, at the ~~books~~closing, outstanding CB&I performance shares were cancelled and ~~records~~converted into a right to receive a cash payment equal to (i) the target number of ~~Comet~~shares of CB&I BCommon Stock underlying the award multiplied by (ii) 2.V47221 multiplied by (iii) $6.64, inthe ~~accordance~~closing price ~~with~~of ~~Section~~a ~~2:24~~share of McDermott Common Stock on May 9, 2018, the ~~Dutch~~business ~~Civil~~day ~~Code:~~immediately preceding the closing date.

For		Against		Abstain
60,094,780		725,920		409,904

-3-

6.Based ~~Resolution~~on tothe ~~grant~~closing ~~full~~price ~~and~~of ~~final~~$6.64 ~~discharge~~for toa ~~each~~share ~~member~~ of ~~the~~McDermott ~~CB&I~~Common ~~Supervisory~~Stock ~~Board~~on ~~and~~the ~~CB&I~~New ~~Management~~York ~~Board~~Stock Exchange ~~for~~on ~~his~~May 9, or2018, ~~her~~the ~~acts~~aggregate ofimplied ~~supervision~~value orof ~~management,~~the asconsideration ~~applicable,~~paid upin toconnection with the ~~date~~Combination of(other than the ~~Special~~CB&I ~~General~~Technology ~~Meeting:~~Acquisition) was approximately $1.7 billion.

For		Against		Abstain
59,304,243		1,497,112		429,249

For additional information regarding the consideration payable to holders of the Company’s securities, see Item 3.03 of this Current Report on Form 8-K, which is incorporated into this Item 2.01 by reference.

7.The ~~Proposal~~foregoing description of the Agreement and the Combination does not purport to ~~approve,~~be bycomplete ~~non-binding~~and ~~advisory~~is ~~vote,~~qualified in its entirety by reference to the ~~compensation~~Agreement, ~~that~~as ~~may~~amended, ~~become~~filed oras ~~has~~Exhibit ~~become~~2.1 ~~payable~~and toExhibit ~~CB&I’s~~2.2 ~~named~~hereto, ~~executive~~and ~~officers~~is inincorporated ~~connection~~into ~~with~~this ~~the~~Item 2.01 ~~Combination:~~by reference.

For		Against		Abstain
23,828,090		36,676,423		726,091

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~Item~~On 8May 10, 2018, McDermott entered into a Credit Agreement (the “Credit Agreement”) with McDermott Technology (Americas), Inc.01, McDermott Technology (US), Inc. ~~Other~~and ~~Events~~McDermott Bidco, each a wholly owned subsidiary of McDermott, as co-borrowers (collectively, the “Borrowers”), McDermott, as a guarantor, a syndicate of lenders and letter of credit issuers, Barclays Bank PLC, as administrative agent for the term facility under the Credit Agreement, and Crédit Agricole Corporate and Investment Bank, as administrative agent for the other facilities under the Credit Agreement.

OnThe ~~May 2,~~indebtedness ~~2018,~~and ~~McDermott~~other obligations ~~and~~under the ~~Company~~Credit ~~issued~~Agreement are unconditionally guaranteed on a ~~joint~~senior ~~press~~secured ~~release~~basis by McDermott and substantially all of McDermott’s wholly owned subsidiaries, ~~which~~including ~~is attached~~wholly toowned ~~this~~subsidiaries ~~Form~~resulting ~~8-K~~from the consummation of the Combination such as ~~Exhibit~~the ~~99.1~~Company’s subsidiaries (collectively, the “Guarantors”), other than several captive insurance subsidiaries and iscertain ~~incorporated~~other designated or immaterial subsidiaries. The obligations under the Credit Agreement are secured by ~~reference~~first-priority liens on substantially all of the Borrowers’, McDermott’s and the other Guarantors’ assets.

OnItem ~~March 29, 2018, McDermott Technology, B~~3.V01. ~~launched~~Notice anof ~~offer~~Delisting toor ~~exchange~~Failure ~~(the~~to ~~“Exchange~~Satisfy ~~Offer”)~~a ~~any~~Continued ~~and~~Listing ~~all~~Rule ~~issued~~or ~~and~~Standard; ~~outstanding~~Transfer ~~shares~~ of ~~Common Stock for shares of common stock of McDermott, par value $1~~Listing.~~00 per share (“McDermott Common Stock”), at the Exchange Offer Ratio (as defined herein).~~

~~The~~In ~~exchange~~connection ~~offer~~with iscompletion ~~scheduled~~of tothe ~~expire~~Combination ~~at 12:01 a.m. Eastern time,~~ on May 10, 2018, ~~unless~~the Company notified the ~~exchange~~New York Stock Exchange (“NYSE”) of ~~offer~~the iseffectiveness ~~extended~~of orthe ~~terminated~~Combination inand ~~accordance~~requested ~~with~~(i) that trading of the ~~BCA.~~Company’s ~~Shares~~common stock on NYSE be suspended before the open of ~~Common~~trading ~~Stock~~on ~~validly~~May 11, ~~tendered~~2018 and ~~not~~(ii) that ~~properly~~NYSE ~~withdrawn~~file ~~pursuant~~with to the ~~exchange~~Securities ~~offer~~Exchange ~~will~~Commission (“SEC”) bean ~~exchanged~~application ~~for~~on ~~the~~Form ~~right~~25 to ~~receive~~delist ~~0.82407~~and ~~shares~~deregister ofthe ~~McDermott~~Company’s ~~Common~~common ~~Stock~~stock under Section 12(b) of the “ Securities Exchange ~~Offer~~Act ~~Ratio”)~~of 1934, ~~together~~as ~~with~~amended ~~cash~~(the in“Exchange ~~lieu~~Act”). ofThe ~~fractional~~Company ~~shares,~~also ~~subject~~intends to ~~the~~file ~~terms~~a certification ~~and~~on ~~conditions~~Form ~~described~~15 inwith the ~~Exchange~~SEC ~~Offer~~requesting ~~Prospectus,~~the ~~filed~~termination byof ~~McDermott~~registration of its common stock with the SEC onunder ~~March~~Section ~~29,~~12(g) ~~2018~~of the Exchange Act and its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~The~~Item ~~Combination~~3.03. isMaterial ~~expected~~Modification to ~~close~~Rights ~~on May 10, 2018, subject to the satisfaction~~ of ~~customary~~Security ~~closing conditions~~Holders.

~~Forward~~The information in Item 2.01 of this Current Report on Form 8-~~Looking~~K ~~Statements~~is incorporated into this Item 3.03 by reference.

~~CB&I cautions 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 CB&I or McDermott, including after the proposed business combination with McDermott. These forward4-~~looking~~ ~~statements include, among other things, statements about the timing and completion of the combination. Although we believe~~

3At the closing of the Combination, each holder of CB&I Common Stock issued and outstanding immediately prior to the closing ceased to have any rights as a shareholder of the Company or Comet I other than the right to receive the Per Share Consideration.

~~that~~Item ~~the expectations reflected in those forward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct~~5.01. ~~Those~~Changes statements are made by using various underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: 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 businesses 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~~Control ~~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; actions by customers and other business counterparties of McDermott and CB&I; changes in industry norms; and adverse outcomes in legal or other dispute resolution proceedingsRegistrant. 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 U.S. Securities and Exchange Commission (the “SEC”), including their respective annual reports on Form 10-K for the year ended December 31, 2017. This communication reflects the views of CB&I’s management as of the date hereof. Except to the extent required by applicable law, CB&I undertakes no obligation to update or revise any forward-looking statement.

~~Additional~~The ~~Information~~information in Items 2.01 and ~~Where~~3.03 toof ~~Find~~this Current ItReport on Form 8-K is incorporated into this Item 5.01 by reference.

~~This~~At ~~Current Report~~closing, ~~on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or~~ a ~~solicitation of any proxy, vote or approval with respect to the proposed transaction or~~change ~~otherwise, nor shall there be any sale of securities~~ in ~~any~~control ~~jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws~~ of ~~any such jurisdiction. In connection with~~ the ~~proposed~~ transactions, McDermott has filed a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC that includes (1) a joint proxy statement of McDermott and Chicago Bridge & Iron Company ~~N.V.~~occurred ~~(“CB&I”),~~through which also constitutes a prospectus of McDermott and (2) an offering prospectus of McDermott Technology, B.V. in connection with McDermott Technology, B.V.’s offer to acquire CB&I shares. The Registration Statement was declared effective by the ~~SEC~~following on March 29, 2018. McDermott and CB&I have mailed the definitive joint proxy statement/prospectus to shareholders of McDermott and shareholders of CB&I. In addition, McDermott and McDermott Technology, B.V. have filed a Tender Offer Statement on Schedule TO-T (the “Schedule TO”) with the SEC and CB&I has filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) with respect to the exchange offer. The solicitation and offer to purchase shares of CB&I’s common stock is only being made pursuant to the Schedule TO and related offer to purchase. CB&I’s shareholders approved the proposed transactions: at CB&I’s special general meeting held on May 2, 2018 and McDermott’s stockholders approved the proposed transactions at McDermott’s special meeting held on May 2, 2018. This material is not a substitute for the joint proxy statement/prospectus, the Schedule TO, the Schedule 14D-9 or the Registration Statement or for any other document that McDermott or CB&I may file with the SEC and send to McDermott’s and/or CB&I’s shareholders in connection with the proposed transactions. BEFORE MAKING ANY INVESTMENT DECISION OR DECISION WITH RESPECT TO THE EXCHANGE OFFER, WE URGE INVESTORS OF CB&I AND MCDERMOTT TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MCDERMOTT, CB&I AND THE EXCHANGE OFFER.

~~Investors~~• ~~are~~As ~~able~~a toresult ~~obtain~~of ~~free~~the ~~copies~~completion of the ~~Schedule~~Exchange ~~TO and Schedule 14D-9~~Offer, as ~~each may be amended from time to time, and other relevant documents filed by~~ McDermott ~~and~~Bidco ~~CB&I~~acquired ~~with~~approximately ~~the~~65% ~~SEC~~of ~~at http://www.sec.gov,~~ the ~~SEC~~Company’s ~~website,~~voting ~~or free of charge from McDermott’s website (http://www~~stock.~~mcdermott.com)~~ ~~under~~The ~~the~~aggregate ~~tab, “Investors”~~value ~~and~~of ~~under~~ the ~~heading~~stock ~~“Financial~~consideration ~~Information”~~paid orin bythe ~~contacting~~Exchange ~~McDermott’s~~Offer ~~Investor~~was ~~Relations~~approximately ~~Department~~$1.1 at billion.

4• Promptly following the effective time of the Exchange Offer, CB&I, Comet I and Comet II completed the Merger with: (1) Comet II continuing as a wholly owned subsidiary of Comet I; (2) all holders of shares of CB&I Common Stock becoming shareholders of Comet I; and (3) McDermott Bidco becoming a shareholder of Comet I, as a result of the shares it validly accepted for exchange in the Exchange Offer being exchanged for shares of Comet I pursuant to the terms of the Merger; and

~~(281) 870-5147. These~~• ~~documents~~McDermott ~~are~~Bidco ~~also~~and ~~available~~Comet ~~free of charge from CB&~~I’s ~~website~~completed ~~(http://www.cbi.com)~~the ~~under~~Share ~~the~~Sale ~~tab “Investors”~~as ~~and~~a ~~under~~result ~~the~~of ~~heading~~which ~~“SEC~~Comet ~~Filings”~~II orbecame byan ~~contacting~~indirect ~~CB&I’s~~and ~~Investor~~wholly ~~Relations~~owned ~~Department~~subsidiary atof ~~(832) 513-1068~~McDermott.

~~Item~~Upon ~~9.01.~~the ~~Financial~~completion ~~Statements~~of the Combination, CB&I ceased to exist and ~~Exhibits~~Comet II, the successor entity of CB&I, became an indirect and wholly owned subsidiary of McDermott.

~~(d)~~Item ~~EXHIBIT~~5.02. ~~INDEX~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

EXHIBITNUMBER		DESCRIPTION
3.1		Articles of Association of Chicago Bridge & Iron Company N.V. (Unofficial English Translation), as amended and restated on May 2, 2018.
99.1		Joint Press Release, dated May 2, 2018.

Pursuant to the terms of the Agreement, as of the closing on May 10, 2018, the directors of the CB&I supervisory and management boards resigned and McDermott Technology, B.V. became the director of the surviving company. The information in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.

5On May 9, 2018, CB&I entered into a letter agreement with Patrick K. Mullen memorializing the terms of his compensation and benefits following the completion of the Combination. Following the completion of the Combination, Mr. Mullen will cease to hold the title of President and Chief Executive Officer and will instead serve as Executive Advisor to the Chief Executive Officer of McDermott, with a base salary of $1,133,000, a target bonus opportunity of 130% of base salary and perquisites provided at the same level and on the same terms as such perquisites are provided today. Mr. Mullen is expected to remain in such role through June 6, 2018. The cash amounts payable to Mr. Mullen under his change-of-control agreement with CB&I became fully vested and non-forfeitable upon the closing of the Combination and will be paid following his termination of employment for any reason at the times specified in the change-in-control agreement and in accordance with applicable tax code requirements. All other rights under Mr. Mullen’s change-of-control agreement with CB&I remain in effect. Mr. Mullen is eligible to receive customary indemnification rights for his service as a senior executive officer, including coverage under McDermott’s directors and officers liability policy. In addition, Mr. Mullen’s annual CB&I Restricted Stock Unit Award granted in February 2018 will accelerate upon a termination of his employment without cause or his resignation with good reason (including ceasing to be Chief Executive Officer following the completion of the Combination).

~~SIGNATURES~~-5-

~~Pursuant~~The toforegoing ~~the~~description ~~requirements~~ of the ~~Securities~~letter ~~Exchange~~agreement ~~Act~~does ofnot ~~1934,~~purport to be complete and is qualified in its entirety by reference to the ~~registrant~~letter ~~has~~agreement, ~~duly~~as ~~caused~~set ~~this~~forth ~~report~~on Exhibit 10.1 to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K, ~~by the~~which ~~undersigned~~is ~~hereunto~~incorporated ~~duly~~into ~~authorized~~this Item 5.02 by reference.

Following the Combination, effective May 11, 2018, Michael S. Taff will cease to be the Executive Vice President and Chief Financial Officer of the Company, and James W. Sabin will cease to be the Executive Vice President of Global Operations Service of the Company and, effective May 23, 2018, Duncan N. Wigney will cease to be the Executive Vice President of Engineering and Construction of the Company. Daniel M. McCarthy will continue to serve as the Executive Vice President, Lummus Technology.

6Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger, the articles of association of Comet II, as in effect immediately prior to the effective time of the Merger and as set forth on Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference, became the articles of association of the surviving company in the Merger. The information in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) EXHIBIT INDEX


EXHIBIT NUMBER		DESCRIPTION

2.1		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 herein to Exhibit 2.1 to Chicago Bridge & Iron Company N.V.’s Current Report on Form 8-K filed on December 20, 2017).

2.2		Amendment No.1 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 (Americas), LLC, McDermott Technology (US), LLC, McDermott Technology (2), B.V., McDermott Technology (3), B.V., 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 herein to Exhibit 2.1 to McDermott International, Inc.’s Current Report on Form 8-K filed on January 24, 2018).

3.1		Articles of Association of Comet II (Unofficial English Translation), dated December 12, 2017.

10.1		Letter Agreement by and between Patrick K. Mullen and Chicago Bridge & Iron Company N.V., dated as of May 9, 2018.

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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.


	COMET II B.V. (as successor by merger to Chicago Bridge & Iron Company N.V.)

	By:	McDermott Technology, B.V.
	Its:	Managing Director

Date: May 10, 2018	By:	/s/ Stuart Spence
		Stuart Spence
		Managing Director

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CHICAGO BRIDGE & IRON COMPANY N.V.

Chicago Bridge & Iron Company B.V.

Managing Director

Date: May 2, 2018

/s/ Michael S. Taff

Michael S. Taff

Managing Director (Principal Financial Officer)

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