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): ~~February~~March 1012, 2020

MCDERMOTT INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Republic of Panama

001-08430

72-0593134

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


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

Registrant’s telephone number, including area code (281) 870-5000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

Securities Registered Pursuant to Section 12(b):

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.00 per share		MDRIQ		OTC Pink Marketplace

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

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 51.0203 ~~Departure~~Bankruptcy ~~of Directors~~ or ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Receivership.

AsConfirmation ~~previously disclosed, on January 21, 2020 (the “Petition Date”), McDermott International, Inc., a Panamanian corporation, and certain~~ of ~~its subsidiaries (collectively, “McDermott”), filed voluntary petitions (~~the ~~“Chapter~~Plan 11 Cases”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to pursue a straddle prepackaged 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 ~~described~~previously ~~below~~disclosed, on ~~February~~January 1021, 2020, McDermott ~~filed~~International, aInc. ~~motion~~(the “Company”) and certain of its subsidiaries (together with the ~~Bankruptcy~~Company, ~~Court~~the ~~seeking~~“Debtors”) anfiled ~~order~~voluntary topetitions ~~approve~~under ~~certain~~Chapter ~~incentive~~11 ~~plans~~of ~~for~~the ~~McDermott’s~~United ~~officers~~States Bankruptcy Code (the “~~Executive~~Bankruptcy ~~Officers~~Code”) ~~(such~~in ~~motion~~the ~~Docket~~United ~~No. 0367,~~States Bankruptcy Court for the Southern District of Texas (the “~~Motion~~Bankruptcy Court”) to pursue a Joint Prepackaged Chapter 11 Plan of Reorganization. The ~~Bankruptcy~~Chapter ~~Court~~11 ~~will~~Cases ~~consider~~are ~~approval~~being ofjointly administered under the ~~Motion~~caption onIn ~~February 24~~re McDermott International, ~~2020~~Inc., et al., No. 20-30336.

~~Motion~~On ~~Overview~~March 12, 2020, the Bankruptcy Court entered the Order Approving the Debtors’ Disclosure Statement and Confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (Technical Modifications) of McDermott International, Inc. and its Debtor Affiliates [Docket No. 665] (the “Confirmation Order”), which approved and confirmed the the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (Technical Modifications) of McDermott International, Inc. and Its Debtor Affiliates [Docket No. 651] (the “Plan”).

OnThe ~~February 10,~~Debtors ~~2020,~~expect ~~McDermott~~that ~~filed~~the aeffective ~~Motion~~date ~~with~~of the ~~Bankruptcy~~Plan ~~Court~~will ~~seeking~~occur ~~(i) an~~as ~~order~~soon ~~authorizing~~as ~~and~~all ~~approving~~conditions precedent to the ~~key~~Plan ~~employee~~have ~~incentive~~been ~~plan~~satisfied (the “~~KEIP~~Effective Date”). ~~for~~Although the ~~Executive~~Debtors ~~Officers~~are (expecting the ~~“KEIP~~occurrence ~~Participants”)~~of ~~and (ii)~~ the ~~key~~Effective ~~employee~~Date ~~retention~~as ~~plan~~soon ~~(the~~as ~~“KERP”~~reasonably ~~and~~practicable, ~~together~~the ~~with~~Debtors ~~the~~can ~~KEIP~~make no assurance as to when, or ultimately if, the ~~“Incentive~~Plan ~~Plans”)~~will ~~for~~become ~~non-insider~~effective. ~~key~~It ~~employees~~is (also possible that amendments could be made to the ~~“KERP~~Plan ~~Participants”)~~prior to the Effective Date.

ASummary ~~brief description~~ of ~~the~~Material ~~Incentive~~Features ~~Plans~~of ~~is below. The descriptions below are qualified in their entirety by reference to~~ the ~~Motion~~Plan ~~and related order, which are available at www.cases.primeclerk.com/McDermott.~~

~~Incentive~~The ~~Plans~~following is a summary of the material terms of the Plan. This summary highlights only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Confirmation Order and the Plan, which are attached hereto as Exhibits 99.1 and 2.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference. Any capitalized terms not defined in this Current Report on Form 8-K have the meanings assigned to them in the Plan.

Treatment ~~Purpose. The purpose~~ of ~~the~~Claims ~~Incentive Plans is to appropriately incentivize the Executive Officers, align the Executive Officers’ interests with the interests of McDermott’s creditors~~ and ~~other~~Interests key stakeholders, and retain key employees during the Chapter 11 Cases and throughout the pendency of the sale of McDermott’s technology assets and interests (the “Technology Business Sale”). The KEIP was designed to ensure that McDermott achieves near-term operating performance and restructuring goals while successfully consummating the Technology Business Sale. The KEIP provides a means of rewarding KEIP Participants based on the overall performance of McDermott and the achievement of certain quarterly performance metrics under the ~~KEIP~~Plan (as defined below). The KERP was designed to ensure that key, non-insider employees are fairly compensated and remain with McDermott through the conclusion of the Chapter 11 Cases and the Technology Business Sale process. The KERP provides a means of rewarding KERP Participants for their continued employment with McDermott throughout the Chapter 11 Cases and consummation of the Technology Business Sale.

The ~~Term.~~Plan ~~Each~~contemplates of the ~~Incentive~~following ~~Plans~~treatment ~~is effective as~~ of ~~January 1,~~claims ~~2020.~~against ~~The KEIP~~ and ~~KERP~~interests ~~each has a term continuing until December 31, 2020 regardless of McDermott’s emergence date from the Chapter 11 Cases, unless earlier terminated by or modified by the Company~~ in ~~accordance with~~ the ~~terms~~Debtors: and subject to the conditions set forth therein. Additionally, participation in the Incentive Plans will be reduced to the extent any KEIP Participants or KERP Participants become participants in a new management incentive plan designed to replace certain long-term incentives in the KEIP or the KERP.

• ~~Administration.~~holders ~~The~~of ~~KEIP~~claims isarising ~~administered~~under by the ~~Compensation~~DIP ~~Committee~~Credit ~~(the~~Agreement ~~“Compensation~~shall ~~Committee”)~~be ofpaid ~~McDermott’s~~in ~~Board~~full, ofin ~~Directors~~cash ~~and~~on the ~~KERP~~Effective isDate, ~~administered~~funded byfrom ~~McDermott.~~the ~~The~~proceeds ~~Compensation~~of ~~Committee,~~the ~~with~~Lummus ~~respect~~Technology tosale ~~the KEIP~~or, ~~and McDermott, with respect~~ to the ~~KERP,~~extent ~~have~~not ~~full~~paid ~~authority~~in ~~and~~full ~~discretion~~from ~~within~~ the ~~limits~~proceeds of the ~~applicable~~Lummus ~~plan~~Technology ~~to establish such administrative measures~~sale:

as• ~~may~~holders ~~be necessary to administer and attain the objectives~~ of ~~such~~claims ~~plan.~~arising ~~The~~under ~~interpretation of~~ the ~~Compensation~~DIP ~~Committee,~~Term ~~with~~Loans ~~respect~~other tothan the ~~KEIP,~~Make ~~and~~Whole ~~McDermott,~~Amount ~~with respect to the KERP,~~ shall bereceive ~~binding~~cash on ~~all~~hand ofand ~~such~~proceeds ~~plan’s~~from ~~respective participants. The Compensation Committee may delegate an officer of McDermott~~ the ~~authority~~Exit ~~to administer the KEIP.~~Facilities;

• ~~Eligibility.~~holders ~~The~~of ~~Compensation~~claims ~~Committee~~arising ~~has~~under the ~~authority~~DIP toTerm ~~designate~~Loans ~~persons,~~constituting ~~from time to time, as KEIP Participants and KERP Participants. Participation in~~ the ~~KEIP~~Make isWhole ~~limited~~Amount toshall ~~the~~receive ~~KEIP~~their ~~Participants.~~respective ~~Currently,~~pro ~~there~~rata ~~are~~shares ~~a total~~ of ~~13 individuals designated as KEIP Participants, including named executive officers of McDermott (each an “NEO”). Participation in~~ the ~~KERP~~term isloans ~~limited~~arising tounder the ~~KERP~~Make ~~Participants,~~Whole ~~none~~Tranche; ~~of whom are also designated as KEIP Participants.~~and

~~KEIP~~• ~~Performance~~holders ~~Bonus~~of ~~and~~claims ~~Performance~~arising ~~Targets~~under drawn DIP Letters of Credit that have not been reimbursed in full in cash as of the Effective Date shall receive payment in full in cash.

~~Subject~~• toholders ~~the provisions~~ of ~~the~~DIP ~~KEIP~~Cash ~~and~~Secured ~~any~~Letters ~~participation~~of ~~agreement~~Credit ~~between~~shall areceive ~~KEIP~~participation ~~Participant~~in ~~and~~the ~~McDermott,~~Cash ~~each~~Secured ~~KEIP~~Exit ~~Participant~~LC ~~will~~Facility ~~have~~in ~~the~~amounts ~~opportunity~~equal to ~~earn~~their ~~(i) an~~respective ~~incentive~~DIP ~~payment~~Cash ~~for~~Secured ~~each~~Letter ~~quarter during the term~~ of ~~the~~Credit ~~KEIP (a “Quarterly Performance Bonus”)~~Claims, ~~with~~provided ~~the~~that ~~first~~any ~~performance period being January 1, 2020 through March 31, 2020 (each~~ such ~~quarter,~~cash acollateral ~~“Quarterly~~in ~~Performance Period”), depending on~~ the ~~achievement~~DIP ofCash ~~the~~Secured ~~performance~~LC ~~targets~~Account ~~for~~shall ~~each~~collateralize ~~Quarterly Performance Period (~~the ~~“Quarterly~~Cash ~~Performance~~Secured ~~Targets”)~~LC ~~and~~Exit (ii) an incentive payment (together with the Quarterly Performance Bonus, the “Performance Bonus”) for the date on which McDermott emerges from the Chapter 11 Cases (the “Emergence Date”) (together, with the Quarterly Performance Period, the “Performance Period”), depending on the achievement of the performance targets for such period (together with the Quarterly Performance Targets, the “Performance Targets”).Facility;

~~The~~• ~~performance~~holders ~~metrics~~of ~~underlying~~claims ~~the~~arising ~~Performance~~under ~~Targets~~the ~~include~~DIP ~~(each~~Letters of ~~the~~Credit ~~following,~~(other asthan ~~defined in~~ the ~~KEIP)~~DIP ~~Adjusted~~Cash ~~EBITDA~~Secured ~~(excluding~~Letters ~~the~~of ~~Technology Business Sale Proceeds~~Credit), ~~Available~~shall ~~Cash~~receive ~~Balance,~~participation ~~Technology~~in ~~Business~~the ~~Sale~~Super ~~Proceeds,~~Senior ~~Safety~~Exit ~~and~~Facility ~~Achievement Targets~~ (~~the~~as ~~“Performance~~defined ~~Metrics”~~below). ~~The~~in ~~Performance~~amounts ~~Metrics~~equal ~~are subject~~ to ~~certain~~their ~~pro~~respective ~~forma~~DIP ~~adjustments~~Letter ~~pursuant to the terms~~ of ~~the~~Credit ~~KEIP.~~Facility commitments;

~~The~~• ~~potential~~holders ~~amount~~of ~~payable~~claims toarising ~~each~~under ~~KEIP Participant upon~~ the ~~conclusion~~(1) of2021 ~~each~~LC ~~applicable~~Facility, ~~Performance~~(2) ~~Period is based on~~ the ~~achievement~~2023 ofLC ~~specified~~Facility, ~~Performance~~and ~~Metrics~~(3) ~~for~~the ~~each~~Revolving ~~applicable~~Credit ~~Performance~~Facility ~~Period~~shall ~~and~~receive ~~subject~~participation torights ~~continued~~in ~~employment~~the ofRoll-Off ~~the~~LC ~~KEIP~~Exit ~~Participant~~Facility ~~through~~(as ~~each~~defined ~~such~~below) ~~time.~~or ~~The~~receive ~~target~~their ~~Performance~~respective ~~Bonus~~pro ~~for~~rata ~~each~~shares of the ~~KEIP~~Secured ~~Participants~~Creditor ~~that~~Funded isDebt ~~also~~Distribution, andepending ~~NEO~~upon isthe asnature ~~follows:~~of such claims;

Name of NEO	Target Performance Bonus
David Dickson	$	6,331,250
Chris Krummel	$	1,232,250
John M. Freeman	$	1,123,500
Samik Mukherjee	$	1,300,000
Ian Prescott	$	422,500

•

holders of claims arising under the Term Loan Facility and Credit Agreement Hedging Claims other than hedging obligations rolled into the DIP Facilities and the Exit Facilities, will receive pro rata shares of the Secured Creditor Funded Debt Distribution;

~~Performance~~• ~~Bonuses~~holders ~~will~~of beclaims ~~calculated~~arising ~~with~~under ~~respect~~the toCompany’s ~~each~~10.625% ~~applicable~~senior ~~Performance~~notes ~~Period~~due ~~and~~2024 ~~each~~shall ~~Performance~~receive ~~Metric.~~their ~~The~~pro ~~amount~~rata share of ~~each~~(i) ~~Performance~~6% ~~Bonus~~of ~~will be~~ the ~~sum~~new ofcommon stock (the ~~weighted~~“New ~~actual~~Common ~~achievement~~Stock”) of the ~~Performance~~Company, ~~Metrics~~as ~~for~~reorganized ~~each~~pursuant ~~Performance~~to ~~Target~~and inunder athe ~~particular~~Plan ~~Performance~~(“Reorganized ~~Period.~~McDermott”), Ifplus ~~actual~~additional ~~performance~~shares ~~with~~of ~~respect~~New toCommon Stock as a ~~particular~~result ~~Performance~~of ~~Metric~~the isPrepetition ~~between~~Funded ~~the~~Secured ~~established~~Claims ~~Performance~~Excess ~~Targets~~Cash ~~with~~Adjustment, ~~respect~~subject to adilution ~~given~~on ~~Performance~~account ~~Metric,~~of ~~linear~~new ~~interpolation~~warrants ~~will~~of beReorganized ~~used~~McDermott to(the ~~determine~~“New Warrants”), and the ~~amount~~Management ofIncentive Plan; and (ii) the ~~Performance~~New ~~Bonus.~~Warrants;

In• ~~addition~~holders ~~to being measured on a quarterly basis, each Performance Metric subject to quarterly measurement will also be measured cumulatively as~~ of ~~the~~general ~~end~~unsecured ofclaims ~~the~~shall ~~second~~either ~~Quarterly Performance Period and each Quarterly Performance Period thereafter. An additional “catch-up” payment~~ (~~a “Catch-Up Payment”~~i) ~~will~~have betheir ~~made~~claims toreinstated ~~the extent McDermott’s performance equals~~ or exceeds a cumulative quarterly Performance Metric with respect to such Quarterly Performance Period; however, the amount of the Quarterly Performance Bonus for the second and third Quarterly Performance Periods, as applicable, will not exceed the target Performance Bonus for each relevant Quarterly Performance Period. The exact amount of each Catch-Up Payment will be determined according to procedures set forth in the KEIP. Additionally, upon the Emergence Date prior to the end of a Quarterly Performance Period, the Quarterly Performance Bonus for such Quarterly Performance Period (~~except for Adjusted EBITDA~~ii) ~~will~~ be ~~accelerated~~paid toin ~~the~~full ~~Emergence~~in ~~Date.~~cash;

~~Each~~• ~~KEIP~~each ~~Participant~~existing ~~will~~equity interest in any of the Debtors other than the Company shall be ~~entitled~~reinstated toor acancelled, ~~Performance~~released ~~Bonus~~and ~~based~~extinguished onwithout any distribution at the ~~following~~Debtors’ ~~Performance~~election ~~Metrics:~~and with the consent of the Required Consenting Lenders; and

Performance Metric	Weight
Adjusted EBITDA		27.5	%
Available Cash Balance		27.5	%
Technology Business Sale Proceeds		15.0	%
Safety		15.0	%
Achievement Targets		15.0	%

•

each existing equity interest in the Company shall be cancelled, released and extinguished without any distribution.

~~Each~~Lummus ~~Performance~~Technology ~~Metric~~Sale has a Threshold, Target, and Maximum Performance Bonus opportunity. The Performance Bonuses will be determined using the following payout schedule based on McDermott’s overall performance on each of the Performance Metrics. Performance less than the Threshold Performance Target for a Performance Metric will result in zero payout for that portion of the Performance Bonus.

Portion of Applicable Percentage Payable if Threshold Performance Target Achieved:			50%
Portion of Applicable Percentage Payable if Target Performance Target Achieved:			100%
Portion of Applicable Percentage Payable if Maximum Performance Target Achieved:			200%
Portion of Applicable Portion Payable if Achievement is Between Threshold and Maximum Performance Targets:			Linear interpolation between 50% and 200%

As previously announced, on January 21, 2020, certain subsidiaries of the Company entered into a share and asset purchase agreement (“Purchase Agreement”) with a buyer, Illuminate Buyer, LLC (the “Buyer”), pursuant to which the Buyer agreed to purchase, subject to the terms and conditions contained therein, all of the equity interests in each of Lummus Technology LLC, McDermott Technology (2), B.V., and certain other affiliated entities and ventures, along with certain other assets which, collectively, constitute the “Technology Business.”

~~Quarterly~~The ~~Performance~~Plan ~~Bonuses~~requires ~~under~~that, ~~the~~on ~~KEIP~~or ~~are~~prior ~~payable~~to inthe ~~cash.~~Effective IfDate, athe ~~KEIP~~Debtors ~~Participant’s~~will ~~employment~~complete isthe ~~terminated~~Lummus byTechnology ~~McDermott~~Sale. ~~without~~Under ~~“cause,”~~the byterms of the ~~KEIP~~Purchase ~~Participant~~Agreement, ~~for~~the ~~“good~~Buyer ~~reason~~has agreed,” orabsent ~~upon~~any ~~death~~higher or ~~disability~~otherwise better bid, ~~the~~to ~~KEIP~~acquire ~~Participant~~the ~~will~~Lummus beTechnology ~~entitled~~business tofor a ~~pro~~purchase ~~rata~~price ~~portion~~ of ~~the~~$2.725 billion, ~~Performance~~subject ~~Bonus~~to ~~that~~certain ~~would~~adjustments. ~~otherwise~~On ~~have~~February 24, ~~been~~2020, ~~earned for~~ the ~~Performance~~Bankruptcy ~~Period~~Court inapproved ~~which~~the ~~such~~selection ~~termination~~ of ~~employment~~the ~~occurs~~Buyer ~~based~~and on the ~~portion~~contractual ofprotections ~~such~~provided ~~Performance~~to ~~Period~~ the ~~KEIP~~Buyer ~~Participant~~under ~~was~~the ~~employed~~Purchase byAgreement, ~~McDermott.~~as Ifwell aas ~~KEIP~~the ~~Participant’s~~bidding ~~employment~~procedures ~~is terminated~~ for ~~any~~the ~~other~~ultimate ~~reason,~~sale ~~any~~process. ~~remaining~~In ~~unpaid~~connection ~~portion~~with entry of the ~~Performance~~Confirmation ~~Bonus~~Order ~~will~~on ~~be forfeited.~~

~~The~~March 12, ~~KEIP~~2020, ~~will~~the ~~continue~~Bankruptcy ~~for~~Court ~~all~~approved ~~four~~the ~~quarters~~Lummus ofTechnology ~~2020~~sale ~~regardless~~in ofits ~~McDermott’s~~entirety. ~~Emergence~~The ~~Date~~sale tois ~~the~~required ~~extent~~to ~~certain~~close ~~long-term~~on ~~incentives~~or ~~contained~~prior into the ~~KEIP~~Effective ~~are not replaced by a new management incentive plan~~Date.

~~KERP~~Capital ~~Quarterly~~Structure ~~Retention Opportunities~~

~~Subject~~As toof the ~~provisions~~Effective ofDate, ~~the~~Reorganized ~~KERP~~McDermott ~~and~~will ~~any~~issue ~~participation~~New ~~agreement~~Common ~~between~~Stock ato ~~KERP~~certain ~~Participant~~holders ~~and~~of ~~McDermott,~~claims ~~each~~against ~~KERP~~and ~~Participant~~interests ~~will~~in ~~have~~the Debtors, and the ~~opportunity~~Company’s toshares ~~earn~~of aneach ~~incentive~~existing ~~payment~~equity ~~for~~interest ~~each~~in ~~quarter~~any ~~during~~of the ~~term~~Debtors ofoutstanding prior to the ~~plan~~Effective (aDate ~~“Quarterly~~will ~~Retention~~be ~~Opportunity”)~~cancelled, ~~with~~in ~~the~~each ~~first~~case ~~participation~~as ~~period~~provided ~~being~~in ~~January 1,~~the ~~2020~~Plan. ~~through~~As ~~March~~of February 3126, 2020, ~~(each~~there ~~such~~were ~~quarter~~193,081,224 ashares ~~“Quarterly~~of ~~Participation~~the ~~Period”)~~Company’s existing common stock outstanding. Under the Plan, ~~depending~~Reorganized McDermott’s new organizational documents will become effective on the ~~KERP~~Effective ~~Participant~~Date. Reorganized McDermott’s ~~continued~~new ~~employment~~organizational ~~with~~documents will authorize Reorganized McDermott to issue shares of New Common Stock and ~~other~~New ~~provisions~~Warrants pursuant to the Plan. The shares of New Common Stock and New Warrants issued pursuant to the ~~KERP~~Plan will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by section 1145 of the Bankruptcy Code.

~~Quarterly~~Exit ~~Retention~~Financing Opportunities represent fixed cash amounts payable in four installments based on continued employment of the KERP Participant through the applicable Quarterly Participation Period. The KERP will continue for all four quarters of 2020 regardless of McDermott’s Emergence Date to the extent certain long-term incentives contained in the KERP are not replaced by a new management incentive plan and represents a continuation of McDermott’s broad-based employee incentive opportunities that were in place prior to the Chapter 11 Cases.

~~Once~~The aPlan Quarterly Retention Opportunity has been determined, each KERP Participant will be paid at the most practical payroll processing date, but in no event later than 45 days following the end of a given Quarterly Participation Period. If a KERP Participant’s employment is ~~terminated~~expected ~~by McDermott without “cause” or due~~ to ~~death or disability, any then unpaid portion of the Quarterly Retention Opportunity for the Quarterly Participation Period in which such termination occurs will~~ be ~~accelerated~~funded ~~and paid. If a KERP Participant’s employment is terminated voluntarily~~ by the ~~KERP~~following ~~Participant~~exit ~~or by McDermott for “cause~~financings,” ~~any~~subject ~~remaining~~to ~~unpaid~~certain ~~portion~~customary ofconditions: ~~the Quarterly Retention Opportunity will be forfeited.~~

•

a super senior exit facility comprised of a letter of credit facility in an amount of $743 million (the “Super Senior Exit Facility”);

•

a super senior term loan facility in an amount of any portion of the Make Whole Amount outstanding and not repaid at emergence;

•

a senior secured letter of credit exit facility in an amount up to $1.326 billion for new letters of credit that becomes available on a dollar-for-dollar basis as letters of credit under the Roll-Off LC Exit Facility expire (the “Senior LC Exit Facility”);

•

a senior secured letter of credit exit facility reflecting existing letters of credit under the 2021 LC Facility, 2023 LC Facility and the Revolving Credit Facility (the “Roll-Off LC Exit Facility” and, together with the Super Senior Exit Facility and the Senior LC Exit Facility, the “LC Exit Facilities”);

•

a senior secured term loan facility in an amount of $500 million of take-back debt; and

•

a cash secured letter of credit exit facility in an amount up to $371 million (the “Cash Secured LC Facility”).

The aggregate amount of commitments under the LC Exit Facilities and the Cash Secured LC Exit Facility will be approximately $2.4 billion.

Management Incentive Plan

Effective on the Effective Date, Reorganized McDermott will (i) reserve 7.5% of New Common Stock (on a fully diluted and fully distributed basis, but subject to dilution on account of the New Warrants) which may be granted in the form of options, restricted stock, restricted stock units, warrants, stock appreciations rights or any combination thereof (each an “Award” and such reserve, the “MIP Pool”) for grant to management employees and members of the board of directors of Reorganized McDermott (the “New Board”) in accordance with the terms of the Plan and as set forth in the Plan Supplement and (ii) enter into

severance and change in control arrangements (“Severance Arrangements”) with senior executives of the Debtors that are insiders pursuant to Section 16 of the Exchange Act (“Senior Executives”) in amounts and on terms and conditions to be agreed with and approved by the Required Consenting Lenders. The New Board shall grant no less than 53.33% of the MIP Pool to the employees of the Debtors no later than 60 days following the Effective Date (the “Emergence Awards”) with the terms of the Emergence Awards to be determined as set forth in the Plan Supplement and the remainder of the MIP Pool will be available for future grants to management, employees, and members of the New Board with allocations, terms, and conditions to be determined by the New Board. A Senior Executive will be permitted to voluntarily terminate for “Good Reason” and receive the severance benefits under the Severance Arrangements if the Senior Executive does not receive an Emergence Award.

Certain Information Regarding Assets and Liabilities of the Debtors

Information regarding the assets and liabilities of the Debtors as of the most recent practicable date is hereby incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2019, filed with the Securities and Exchange Commission on February 28, 2020.

Item 8.01

Other Events

On March 12, 2020, the Company issued a press release announcing the Bankruptcy Court’s entry of the Confirmation Order, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:


Exhibit No.		Description

	Exhibit 2.1	Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of McDermott International, Inc. and Its Debtor Affiliates (incorporated by reference to Exhibit A of the Order Approving the Debtors’ Disclosure Statement and Confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (Technical Modifications) of McDermott International, Inc. and its Debtor Affiliates, dated March 12, 2020, filed as Exhibit 99.1 hereto).

	Exhibit 99.1	Order Approving the Debtors’ Disclosure Statement and Confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization (Technical Modifications) of McDermott International, Inc. and its Debtor Affiliates, dated March 12, 2020.

	Exhibit 99.2	Press Release, dated March 12, 2020

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MCDERMOTT INTERNATIONAL, INC.
Dated: March 18, 2020	MCDERMOTT INTERNATIONAL, INC.
Dated: February 14, 2020
	By:	/s/ John M. Freeman
		John M. Freeman
		John M. Freeman Executive Vice President, Chief Legal Officer and Corporate Secretary
		Executive Vice President, Chief Legal Officer and Corporate Secretary

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