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.
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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).
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