US$4.65 billion financing in favour of McDermott International

Arias, Fábrega & Fábrega acted as Panama counsel to its Houston based client McDermott International (NYSE: MDR) in a US$ 4.65 billion financing by Crédit Agricole and Barclays Bank PLC. ARIFA provided extensive assesment of the Panamanian corporate matters and tax implications of the transaction in addition to analysis regarding the perfection of collateral in the form of naval mortgages and other security interests under Panamanian law.

McDermott and its affiliated companies entered into the Credit Agreement with a syndicate of lenders with 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.

Proceeds of loans under the Credit Agreement were used, together with proceeds from the US$1.3 billion in aggregate principal amount of 10.625% Senior Notes due May 2024 issued by McDermott Technology (Americas), Inc. and McDermott Technology (US), Inc. and cash on hand,

  1. to consummate the Exchange Offer and a series of transactions contemplated by, and in accordance with, the Business Combination Agreement dated as of December 18, 2017 to which McDermott, Chicago Bridge & Iron Company N.V. and certain of their respective subsidiaries are parties, including the repayment of certain existing indebtedness of CB&I and its subsidiaries;
  2. to redeem McDermott’s US$500 million aggregate principal amount of 8.000% second-lien notes due in April 2021; and
  3. to prepay existing indebtedness under, and to terminate in full, McDermott’s previously existing Amended and Restated Credit Agreement, dated as of June 30, 2017.