Current Report Filing (8-k)

MCDERMOTT INTERNATIONAL, INC.

Dated: January 28, 2020

/s/ John M. Freeman

John M. Freeman

Executive Vice President, Chief Legal Officer and Corporate Secretary

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): January 23, 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

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 3.03.

Material Modification of Rights of Security Holders.

The information set forth below in Item 8.01 of this Form 8-K regarding the Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock, Docket No. 155, is incorporated herein by reference.

Item 8.01.

Other Events.

As previously reported, on January 21, 2020, McDermott International Inc., a Panamanian corporation (“McDermott”), and certain of its subsidiaries, filed voluntary petitions (the “Chapter 11 Cases”) for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re McDermott International, Inc., et al., No. 20-30336 (DRJ).

On January 23, 2020, the Bankruptcy Court entered the Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock, Docket No. 155, (the “Order”). The Order sets forth the procedures (including notice requirements) that certain holders (collectively, the “Shareholders”) of McDermott’s Common Stock, par value $1.00 per share (the “Common Stock”), 12% Preferred Stock, par value $1.00 per share (the “12% Preferred Stock”), and Series A Preferred Stock, par value $1.00 per share (the “Series A Preferred Stock” and, together with the 12% Preferred Stock and the Common Stock, the “Stock”), and potential Shareholders, must comply with regarding transfers of, or declarations of worthlessness with respect to, the Stock and certain obligations with respect to notifying McDermott and certain other notice parties, as indicated in the Order, with respect to current Stock ownership (collectively, the “Procedures”). The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the Order by the Bankruptcy Court.

Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio, and (a) the person or entity making such a transfer will be required to take remedial actions specified by the Bankruptcy Court to appropriately reflect that such transfer of McDermott’s Stock is null and void ab initio and (b) the person or entity making such a declaration of worthlessness in violation of the Procedures with respect to McDermott’s Stock will be required to file an amended tax return revoking such declaration and any related deduction to reflect that such declaration is void ab initio.

The foregoing description of the Order is qualified in its entirety by reference to the Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock, Docket No. 155, filed as Exhibit 99.1 hereto and 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 99.1	Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock, Docket No. 155.

	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.