McDermott International, Inc. (NYSE:MDR) entered into an agreement to acquire Chicago Bridge & Iron Company N.V. (NYSE:CBI) from a consortium of sellers for $1.9 billion on December 18, 2017. As per the terms of the deal, Chicago Bridge & Iron Company shareholders will be entitled to receive 2.47221 shares of McDermott common stock, including the underlying common stocks of restricted stock unit awards, employee stock purchase plans and director deferred share awards, subject to any withholding taxes. The performance share awards will be paid off by at stock consideration of 2.47221 times the closing price for a share of McDermott International Common Stock multiplied with the number of target shares under performance share awards.The transaction will be financed using the cash on hand at closing and Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA will provide financing in the form of senior secured term loan B facility in the amount of $1.75 billion, senior secured term loan C facility in the amount of $500 million, a $1 billion senior secured revolving credit facility, a $1.2 billion senior secured letter of credit facility and fully committed senior unsecured bridge facilities in an aggregate principal amount of $1.5 billion. As on March 21, 2018, McDermott Technology (US), Inc. and McDermott Technology (Americas), Inc., each a wholly owned subsidiary of McDermott, intend to jointly offer for sale $950 million in aggregate principal amount of senior unsecured notes due 2024 and $550 million in aggregate principal amount of senior unsecured notes due 2026 in a private offering. McDermott intends to use the net proceeds from the offering of the notes to pay a portion of the purchase price for the acquisition. Upon completion of the transaction, McDermott shareholders will own approximately 53% of the combined company and 47% will be held by Chicago Bridge & Iron Company's shareholders. Following the closing of the combination, the combined company intends to retain the name McDermott. McDermott International and Chicago Bridge & Iron Company will be paying a termination fee of $60 million. The merged entity’s Board will consist of 6 members of McDermott International, Inc. including David Dickson and 5 members of Chicago Bridge & Iron Company N.V. Gary P. Luquette will become Non-Executive Chairman. David Dickson will continue as the President and Chief Executive Officer and Stuart Spence will continue as the Executive Vice President and Chief Financial Officer. Patrick Mullen, President and Chief Executive Officer of CB&I, will remain with the combined company for a transition period to ensure a smooth integration. Operational leadership will include representatives from both CB&I and McDermott. Richard Heo will become head of North, Central and South America, Tareq Kawash will become head of Europe, Africa, Russia and the Caspian, Ian Prescott will continue as the head of Asia Pacific, Linh Austin will become head of Middle East and North Africa, Daniel McCarthy will continue as head of Technology, Brian McLaughlin will continue as head of Commercial, Jonathan Kennefick will continue as head of Project Execution and Delivery, Scott Munro will become head of Corporate Development, Steve Allen will become head of Human Resources, John Freeman will continue as head of Legal, Gentry Brann will continue as head of Communications and Tony Brown will continue as head of Integration for the combined company. Following completion of the transaction, the combined company will be headquartered in the Houston area. The deal is subject to approval of the shareholders of McDermott International, Inc. and Chicago Bridge & Iron Company N.V., approval of relevant regulatory board, antitrust authorities, McDermott articles amendment shall have become effective, listing of the shares of McDermott common stock on the New York Stock Exchange, financing and effectiveness of a registration statement on Form S-4 and fulfillment of customary closing conditions. The Board of McDermott International, Inc. and Chicago Bridge & Iron Company N.V. have unanimously approved the deal. As of January 25, 2018, FTC granted the early termination notice. As of March 14, 2018, Russian antitrust authority approved the transaction; with this approval transaction received all the required competition authority approvals. As of March 29, 2018, both McDermott and CB&I have scheduled their shareholding meetings to be held on May 2, 2018, in which they seek the approval from their shareholders to the proposed combination. As of April 4, 2018, McDermott International encourages its stockholders to vote in favor of transaction. The stockholder meeting is scheduled on May 2, 2018. As of May 2, 2018, the transaction is approved by the stockholders of both McDermott and CB&I. As of March 13, 2018, the transaction is expected to close in second quarter of 2018. The transaction is expected to close by June 18, 2018. On April 20, 2018, McDermott’s Board of Directors rejected an unsolicited, non-binding proposal received from Subsea 7 S.A. As announced on April 23, 2018, the combination is expected to close in May 2018. The transaction is expected to be completed on May 10, 2018, subject to confirmation of satisfaction of the closing conditions. The cash proceeds paid in the CB&I acquisition will be used to repay certain existing debt of CB&I. The deal is expected to be cash accretive, excluding one-time costs, within first year after closing with annualized cost synergies of $250 million expected in 2019 and substantial revenue synergies. Daniel A. Neff, Mark Gordon and Jenna E. Levine of Wachtell, Lipton, Rosen & Katz LLP and De Brauw Blackstone Westbroek N.V. acted as legal advisors and Centerview Partners LLC acted as financial advisors to Chicago Bridge & Iron Company N.V. Theodore W. Paris, Travis J. Wofford, Kyle Clark and James H. Mayor of Baker Botts L.L.P. and Leo Groothius and Harm Kerstholt of NautaDutilh N.V. acted as legal advisors to McDermott International, Inc. Peter Scheman of Goldman Sachs & Co. LLC, Stephen Cruise of Greenhill & Co., LLC, Credit Agricole Corporate And Investment Bank, New York Branch and Barclays Capital Inc. acted as financial advisors to McDermott International, Inc. Dom Petrosino of Moelis & Company LLC acted as financial advisor to McDermott in respect of the financing of the acquisition. Evercore acted as financial advisor to Chicago Bridge & Iron. Arthur Crozier of Innisfree M&A Inc. acted as information agent to Chicago Bridge & Iron Company. Bob Marese and John Bryan of MacKenzie Partners, Inc. acted as proxy solicitor to McDermott. Computershare Trust Company, N.A acted as transfer agent and registrar for McDermott. Chicago Bridge has agreed to pay Centerview an aggregate estimated fee of approximately $45 million, $7 million of which was paid upon the delivery of Centerview’s opinion, $2 million of which was paid upon the execution of the engagement letter and the remainder of which is contingent upon, and will be payable upon, consummation of the transaction. McDermott has agreed to pay Greenhill a transaction fee of $16 million, $3.2 million of which became payable upon delivery of Greenhill’s opinion to McDermott’s Board and the rest of which is contingent upon consummation of the transaction. McDermott has agreed to pay Goldman Sachs a transaction fee of $16 million, all of which is contingent upon consummation of the transaction. BofA Merrill Lynch acted as financial advisor to CB&I. Barbara Becker of Gibson, Dunn & Crutcher LLP acted as legal advisor to McDermott International, Inc. Sullivan & Cromwell LLP represents Goldman Sachs & Co. LLC as financial adviser to McDermott International, Inc. Skadden represented Greenhill & Co., LLC as co-lead financial advisor to McDermott International, Inc. in its acquisition of Chicago Bridge & Iron Company N.V. (the Netherlands). McDermott International, Inc. (NYSE:MDR) completed the acquisition of Chicago Bridge & Iron Company N.V. for approximately $1.8 billion on May 10, 2018. Following the expiration of the exchange period on May 10, 2018, approximately 66.7 million shares of Chicago Bridge & Iron Company were tendered to McDermott International. The acquisition of the portion of the capital which was not already tendered to McDermott International was structured through multiple transactions, wherein those shareholders received notes that are mandatorily exchanged into shares of McDermott common stock. McDermott International also completed a 3-to-1 reverse stock split, implying every three shares of McDermott International were combined into one share of McDermott International. As a result, each share of Chicago Bridge & Iron Company was acquired by issuance of 0.82407 shares of McDermott International. The Board of Directors of the combined company includes Forbes I. J. Alexander, Philippe Barril, John F. Bookout, III, David Dickson as President and Chief Executive Officer, Director, L. Richard Flury, W. Craig Kissel, Gary Luquette, Non-Executive Chairman of the Board, James H. Miller, William H. Schumann, III, Mary L. Shafer-Malicki and Marsha C. Williams.