Haldia Petrochemicals Limited and Rhone Capital, L.L.C. (“buyers”) agreed to acquire Lummus Technology business from McDermott Technology, B.V., McDermott Technology (US), LLC, Mcdermott Technology (Americas), LLC and McDermott International, Inc. (OTCPK:MDRI.Q) (together McDermott) for $2.7 billion on January 21, 2020. The buyers are serving as stalking-horse bidders in the transaction. The purchase price is subject to certain adjustments. The buyers will also assume specified liabilities related to the technology business. Upon the execution of the purchase agreement, the buyers are required to deposit into escrow an aggregate amount equal to $100 million, and are required to deposit in escrow an additional $100 million in the event they are the successful bidder at the auction. As of March 31, 2020, pursuant to the agreement, the buyer has deposited $200 million in a third- party escrow account. In the event of termination of the transaction, McDermott International, Inc. will pay a break-up fee equal to 3% of the purchase price or $81.75 million. The purchase includes 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. McDermott International, Inc. will have the option to retain or purchase, as applicable, a 10% common equity ownership interest in the entity purchasing Lummus Technology. McDermott expects to hold an auction in approximately 45 days to solicit higher or better bids for the Lummus Technology business. The transaction is subject to regulatory approvals including any waiting period applicable to the Transaction under the HSR Act, and bankruptcy court approval. As of February 28, 2020, an auction is scheduled to take place on March 9, 2020. As of March 3, 2020, McDermott International, Inc. announced that it intends to move forward with the transaction. McDermott did not receive a higher or better bid during the solicitation period, and the auction previously scheduled for March 9, 2020, will not occur. The sale hearing to confirm the sale will take place on March 12, 2020. As of March 12, 2020, the Bankruptcy Court approved the transaction. Proceeds from the sale of Lummus Technology are expected to repay the debtor-in-possession financing in full, as well as fund emergence costs and provide cash to the balance sheet for long-term liquidity. Andrew Calder, Adam Larson and Ahmed Sidik of Kirkland & Ellis LLP acted as legal counsels while Evercore Group L.L.C. acted as financial advisor to McDermott. AP Services, LLC, acted as operational advisor in the transaction. Elizabeth C. Freeman, Kristhy M. Peguero, Veronica A. Polnick, Jennifer F. Wertz and Matthew D. Cavenaugh of Jackson Walker L.L.P. acted as local legal counsels to McDermott. A team including Theodore W. Paris, James H. Mayor, Maxim F. Levinson, Thomas Fina, Stacy Turner, Michael P. Bodosky, David Cardwell, Paul T. Luther and Jason Wilcox of Baker Botts L.L.P. acted as corporate legal counsel, Arias, Fabrega & Fabrega acted as Panamanian legal counsel and Prime Clerk is serving as administrative agent in the transaction. Brian Lavin, Robert Schumer, Chaim Theil, Robert Britton, Thomas de la Bastide III, Stephen Koo, Charles Googe, David Sicular, Patrick Karsnitz, Lawrence Witdorchic, Mitchell Berg, David Huntington, Daniel Toal, Peter Jaffe, Marta Kelly, Yuni Sobel, Richard Elliott and William O'Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to The Chatterjee Group, the parent of Haldia Petrochemicals Ltd and to Rhone Capital, L.L.C. Joshua A. Sussberg, Christopher T. Greco, and Anthony R. Grossi of Kirkland & Ellis International LLP along with John R. Luze of James H.M. Sprayregen, P.C. acted as legal advisors for McDermott. Lazard Group LLC, KPMG International Cooperative, Investment Banking Arm, Grant Thornton LLP, Investment Banking Arm, McKinsey & Company, Inc., Investment Banking Arm acted as financial advisors for The Chatterjee Group and Rhone Capital. Cyril Amarchand Mangaldas acted as legal advisor for The Chatterjee Group and Rhone Capital. Ramboll Group A/S is also representing The Chatterjee Group and Rhone Capital. Morgan Stanley acted as financial advisor to McDermott. Eva Das, Michael Molenaars, Reinout de Boer, Paul Vestering, Judica Krikke, Rein van Helden, Floris ten Have and Rogier Raas of Stibbe N.V. acted as legal advisor to Rhône Group LLC and The Chatterjee Group, parent entity of Rhone Capital, L.L.C. and Haldia Petrochemicals Limited respectively. Andrew M. Herman and Mark D. Director of Gibson, Dunn & Crutcher LLP acted as legal advisor to Rhone Group LLC parent of Rhone Capital, L.L.C.