CBI / Chicago Bridge & Iron Co., N.V. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

CBI / Chicago Bridge & Iron Co., N.V. 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-12815 CHICAGO BRIDGE & IRON COMPANY N.V. (Comet II B.V., as succ

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

CBI / Chicago Bridge & Iron Co., N.V. POSASR

POSASR 1 d587666dposasr.htm POSASR As filed with the Securities and Exchange Commission on May 11, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-182223 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-160852 UNDER THE SECURITIES ACT OF 1933 CHICAGO BRIDGE & IRON COMPANY

CBI / Chicago Bridge & Iron Co., N.V. POS462B

POS462B 1 d465834dpos462b.htm POS462B As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-114250 Registration No. 333-111714 Registration No. 333-106558 Registration No. 333-103972 Registration No. 333-86960 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 333-114250 P

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS 1 d577538ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-186996 Registration No. 333-159183 Registration No. 333-159182 Registration No. 333-156004 Registration No. 333-87081 Registration No. 333-64442 Registration No. 333-39975 Registration No. 333-24445 Registration No. 333-24443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS 1 d577538ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-186996 Registration No. 333-159183 Registration No. 333-159182 Registration No. 333-156004 Registration No. 333-87081 Registration No. 333-64442 Registration No. 333-39975 Registration No. 333-24445 Registration No. 333-24443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

CBI / Chicago Bridge & Iron Co., N.V. POS AM

POS AM As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

CBI / Chicago Bridge & Iron Co., N.V. POSASR

POSASR 1 d587666dposasr.htm POSASR As filed with the Securities and Exchange Commission on May 11, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-182223 Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-160852 UNDER THE SECURITIES ACT OF 1933 CHICAGO BRIDGE & IRON COMPANY

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

CBI / Chicago Bridge & Iron Co., N.V. POS AM

POS AM 1 d465834dposam.htm POS AM As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-114250 Registration No. 333-111714 Registration No. 333-106558 Registration No. 333-103972 Registration No. 333-86960 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 333-114250 Post-

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS 1 d577538ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-186996 Registration No. 333-159183 Registration No. 333-159182 Registration No. 333-156004 Registration No. 333-87081 Registration No. 333-64442 Registration No. 333-39975 Registration No. 333-24445 Registration No. 333-24443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

CBI / Chicago Bridge & Iron Co., N.V. S-8 POS

S-8 POS 1 d577538ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-186996 Registration No. 333-159183 Registration No. 333-159182 Registration No. 333-156004 Registration No. 333-87081 Registration No. 333-64442 Registration No. 333-39975 Registration No. 333-24445 Registration No. 333-24443 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

CBI / Chicago Bridge & Iron Co., N.V. POS AM

POS AM 1 d465834dposam.htm POS AM As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-114250 Registration No. 333-111714 Registration No. 333-106558 Registration No. 333-103972 Registration No. 333-86960 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 333-114250 Post-

CBI / Chicago Bridge & Iron Co., N.V. POS AM

POS AM As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

CBI / Chicago Bridge & Iron Co., N.V. POS AM

POS AM 1 d465834dposam.htm POS AM As filed with the Securities and Exchange Commission on May 11, 2018 Registration No. 333-114250 Registration No. 333-111714 Registration No. 333-106558 Registration No. 333-103972 Registration No. 333-86960 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-3 Registration Statement No. 333-114250 Post-

CBI / Chicago Bridge & Iron Co., N.V. POS AM

POS AM As filed with the Securities and Exchange Commission on May 11, 2018 Registration No.

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 22, 2018, pursuant to the provisions of Rule 12d2-2 (a).

Articles of Association of Comet II (Unofficial English Translation), dated December 12, 2017.

EX-3.1 Exhibit 3.1 UNOFFICIAL TRANSLATION DEED OF INCORPORATION COMET II B.V. On the twelfth day of December two thousand and seventeen appears before me, Professor mr. Martin van Olffen, civil-law notary in Amsterdam: mr. Hendrika Johanna Rosalie Stoter, lawyer, working at the offices of De Brauw Blackstone Westbroek N.V., with seat in Amsterdam, at Claude Debussylaan 80, 1082 MD Amsterdam, born

Letter Agreement by and between Patrick K. Mullen and Chicago Bridge & Iron Company N.V., dated as of May 9, 2018.

EX-10.1 Exhibit 10.1 CB&I One CB&I Plaza 2103 Research Forest Drive The Woodlands, TX 77380 USA Tel: +1 832513 1000 Fax: +1 832513 1005 www.CBIepc.com May 9, 2018 Patrick Mullen One CB&I Plaza 2103 Research Forest Drive The Woodlands, TX 77380 Dear Pat: This letter agreement (this “Letter”) confirms the terms of your continued employment with Chicago Bridge & Iron Company N.V. (the “Company”) foll

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

Form 8-K 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): May 10, 2018 Chicago Bridge & Iron Company N.V. (Comet II B.V., as successor by merger to Chicago Bridge & Iron Company N.V.) (Exact name of registrant as specified in its ch

CBI / Chicago Bridge & Iron Co., N.V. SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Subject Company) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Person Filing Statement) Common Stock, Par Value €0.01 Per Share

McDermott Completes Reverse Stock Split and Announces Completion and Results of Exchange Offer for CB&I Common Stock Combination of McDermott and CB&I Expected to be Completed Later Today

EX-99.(a)(5)(lxv) Exhibit 99(a)(5)(lxv) McDermott Completes Reverse Stock Split and Announces Completion and Results of Exchange Offer for CB&I Common Stock Combination of McDermott and CB&I Expected to be Completed Later Today HOUSTON – May 10, 2018 – McDermott International, Inc. (“McDermott” or the “Company”) (NYSE:MDR) today announced the completion of the reverse split of its common stock and

McDermott Completes Combination with CB&I Forms Fully Vertically Integrated Onshore-Offshore EPCI Company with Broad Service Offering and Market-Leading Technology Portfolio Combination Creates a Global Leader with Over 40,000 Employees, Including Mo

EX-99.(A)(5)(LXVI) 3 d585507dex99a5lxvi.htm EX-99.(A)(5)(LXVI) Exhibit 99(a)(5)(lxvi) NEWS RELEASE For Immediate Release: May 10, 2018 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031 or +1 281 870 5269, [email protected] McDermott Completes Combination with CB&I Forms Fully Vertically Integrated Onshore-Offshore EPCI Company with Broad

MDR / McDermott International, Inc. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of McDermott International, Inc. (

CBI / Chicago Bridge & Iron Co., N.V. / Magnetar Financial LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Issuer) Common Stock, par value Euro .01 per Share (Title of Class of Securities) 167250109 (CUSIP Number of Class of Securities) Alec N. Litowitz Magnetar Capital LLC 1603 Orrington Ave. Evanston, Illinois 6020

JOINT FILING AGREEMENT

EX-99.1 2 a18-128471ex99d1.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k), as promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Chicago Bridge & Iron Company N.V., and further agr

CBI / Chicago Bridge & Iron Co., N.V. SC 14D9/A

SC 14D9/A 1 d580577dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Subject Company) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Person Filing Statement) Common S

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 May 2, 2018 To all CB&I Employees: I’d like to share with you some exciting news. McDermott and CB&I have each received the stockholder approval n

MDR / McDermott International, Inc. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of McDermott International, Inc. (

Articles of Association of Chicago Bridge & Iron Company N.V. (Unofficial English Translation), as amended and restated on May 2, 2018.

EX-3.1 Exhibit 3.1 The undersigned: Casper Robert Nagtegaal, candidate civil law notary, acting for Professor Martin van Olffen, civil law notary in Amsterdam, declares with respect to the articles of association (the “Articles of Association”) of the public limited liability company: Chicago Bridge & Iron Company N.V., with corporate seat in Amsterdam, the Netherlands (the “Company”) as follows:

McDermott and CB&I Stockholders Approve Proposed Combination

EX-99.1 Exhibit 99.1 McDermott and CB&I Stockholders Approve Proposed Combination HOUSTON and THE WOODLANDS, Texas – May 2, 2018 – McDermott International, Inc. (“McDermott”) (NYSE:MDR) and CB&I (NYSE:CBI) today announced both companies have received the necessary stockholder approvals to complete the proposed business combination. As previously announced, upon completion of the transaction, McDer

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

8-K 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): May 2, 2018 Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other jurisdiction of incorporat

McDermott and CB&I Stockholders Approve Proposed Combination

EX-99.1 3 d578780dex991.htm EX-99.1 Exhibit 99.1 McDermott and CB&I Stockholders Approve Proposed Combination HOUSTON and THE WOODLANDS, Texas – May 2, 2018 – McDermott International, Inc. (“McDermott”) (NYSE:MDR) and CB&I (NYSE:CBI) today announced both companies have received the necessary stockholder approvals to complete the proposed business combination. As previously announced, upon completi

CBI / Chicago Bridge & Iron Co., N.V. 8-K (Prospectus)

425 1 d578780d8k.htm 8-K 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): May 2, 2018 Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other juris

Articles of Association of Chicago Bridge & Iron Company N.V. (Unofficial English Translation), as amended and restated on May 2, 2018.

EX-3.1 Exhibit 3.1 The undersigned: Casper Robert Nagtegaal, candidate civil law notary, acting for Professor Martin van Olffen, civil law notary in Amsterdam, declares with respect to the articles of association (the “Articles of Association”) of the public limited liability company: Chicago Bridge & Iron Company N.V., with corporate seat in Amsterdam, the Netherlands (the “Company”) as follows:

MDR / McDermott International, Inc. FORM 8-K (Prospectus)

Form 8-K 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): May 2, 2018 MCDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of incor

McDermott and CB&I Stockholders Approve Proposed Combination

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE McDermott and CB&I Stockholders Approve Proposed Combination HOUSTON and THE WOODLANDS, Texas – May 2, 2018 – McDermott International, Inc. (“McDermott”) (NYSE:MDR) and CB&I (NYSE:CBI) today announced both companies have received the necessary stockholder approvals to complete the proposed business combination. As previously announced, upon completion of

Certificate of Amendment to McDermott’s Amended and Restated Articles of Incorporation dated May 2, 2018.

EX-3.1 2 d650093dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT McDermott International, Inc. We, the undersigned David Dickson and John Freeman, President and Corporate Secretary, respectively, of McDermott International, Inc., a company duly organized and existing under the laws of the Republic of Panama (the “Corporation”), hereby CERTIFY FIRST: That a meeting of the Shareholders of the C

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d566126d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 MDR-CBI Employee Letter – Stockholder Approval Dear Colleagues, I’d like to share with you some exciting news. Mc

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d580606d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 We wanted to remind you that our Special Meeting of Stockholders is scheduled to occur this Wednesday – May 2, 20

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d521630d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Colleagues, The first day of our combined business is quickly approaching. As you may know, the stockholders of M

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Explanatory Note: The following communication was made available on the McDermott International, Inc. (“McDermott”) Facebook website at

CBI / Chicago Bridge & Iron Co., N.V. SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Subject Company) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Person Filing Statement) Common Stock, Par Value €0.01 Per Share (Title of

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d576601d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 FOR IMMEDIATE RELEASE McDermott Reiterates Rejection of Subsea 7’s Non-Binding, Unsolicited Proposal HOUSTON – Ap

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 NEWS RELEASE Leading Proxy Advisory Firm Glass Lewis Joins ISS in Recommending CB&I Shareholders Vote “FOR

MDR / McDermott International, Inc. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of McDermott International, Inc. (

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Q1 2018 Earnings Call Company Participants • Ty Lawrence • David Dickson • Stuart A. Spence Other Participants • Martin W. Malloy • Jam

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d574484d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 FOR IMMEDIATE RELEASE ISS Reaffirms Support For McDermott’s Proposed Combination With CB&I Egan-Jones Recommends

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 McDermott Reports Growing Revenue, First Quarter Earnings McDermott’s growing revenue pipeline, key contracts from Saudi Aramco and BP

McDermott cautions that statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott, including aft

EX-99.2 April 24, 2018 Q1 2018 McDermott International, Inc. Q1 2018 Supplemental Information Exhibit 99.2 McDermott cautions that statements in this communication which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of operations of McDermott, including after the proposed business combination with C

McDermott Reports First Quarter 2018 Financial and Operational Results Strong Start to 2018 Driven by One McDermott Way Revenue Opportunity Pipeline Grows to $25.0 Billion, with Bids and Change Orders Outstanding Increasing 70% to $7.5 Billion First

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE McDermott Reports First Quarter 2018 Financial and Operational Results Strong Start to 2018 Driven by One McDermott Way Revenue Opportunity Pipeline Grows to $25.0 Billion, with Bids and Change Orders Outstanding Increasing 70% to $7.5 Billion First Quarter Awards Include Contracts from BP and Saudi Aramco Financing for Proposed Combination with CB&I Achi

MDR / McDermott International, Inc. FORM 8-K (Prospectus)

425 1 d445984d8k.htm FORM 8-K 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): April 24, 2018 McDermott International, Inc. (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 001-08430 72-0593134 (State or oth

CBI / Chicago Bridge & Iron Co., N.V. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12815 CHICAGO BRIDGE & IRON C

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Explanatory Note: The following communications were made available on the McDermott International, Inc. (“McDermott”) Facebook website

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d545438d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 McDermott and CB&I Announce Global Name and Brands for Future Combined Company Combi

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d570389d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 FOR IMMEDIATE RELEASE Leading Proxy Advisor Firm Glass Lewis Joins ISS in Recommendi

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits, Other Events

8-K 1 d555517d8k.htm 8-K 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): April 22, 2018 Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other ju

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EX-99.1 2 d555517dex991.htm EX-99.1 Exhibit 99.1 To: Directors and Executive Officers From: Kerry David, Executive Vice President and Chief Legal Officer Date: April 20, 2018 Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions As part of the planned combination of CB&I and McDermott International, participants in CB&I’s 401(k) plans have been advised that they will be unab

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EX-99.1 Exhibit 99.1 To: Directors and Executive Officers From: Kerry David, Executive Vice President and Chief Legal Officer Date: April 20, 2018 Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions As part of the planned combination of CB&I and McDermott International, participants in CB&I’s 401(k) plans have been advised that they will be unable to conduct transactions w

CBI / Chicago Bridge & Iron Co., N.V. 8-K (Prospectus)

8-K 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): April 22, 2018 Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other jurisdiction of incorpo

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 April 23, 2018 To all CB&I Employees: When we announced the plan to combine our two companies last Decembe

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d519483d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 April 23, 2018 McDermott Combination Update To all CB&I employees: This morning, McD

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d573759d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Colleagues, I’d like to share with you a recent development regarding our company and the proposed combination wi

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d559598d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 McDermott will be the name of the combined company. Name of the Combined Company Announced McDermott and CB&I ann

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d574903d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Colleagues, When we announced the plan to combine our two companies last December, I promised we would take the n

CB&I Reports First Quarter 2018 Financial Results Combination with McDermott International Expected to Close in May 2018 Company Will Not Hold Earnings Conference Call Due to Pending Combination with McDermott

Exhibit 99.1 NEWS RELEASE For Immediate Release: April 23, 2018 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] CB&I Reports First Quarter 2018 Financial Results Combination with McDermott International Expected to Close in May 2018 Company Will Not Hold Earnings Conference Call Due to Pending Combination with McDermott THE WOOD

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a201803318-kpressrelease.htm FORM 8-K 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): April 23, 2018 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other ju

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d574895d425.htm 425 Page 1 of 4 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 FOR IMMEDIATE RELEASE McDermott Board of Directors Rejects Unsolicited, Non-Binding Proposal from Sub

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 McDermott and CB&I Announce Global Name and Brands for Future Combined Company Combined company to retain the name McDermott CB&I’s ind

MDR / McDermott International, Inc. 425 (Prospectus)

Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 FOR IMMEDIATE RELEASE Leading Proxy Advisor Firm Glass Lewis Joins ISS in Recommending McDermott Stockholders Vote “FOR” Each of the Propos

CBI / Chicago Bridge & Iron Co., N.V. SC 14D9/A

SC 14D9/A 1 d547240dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Subject Company) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Person Filing Statement) Common S

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d565762d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 April 17, 2018 PROTECT THE VALUE OF YOUR INVESTMENT Dear Fellow Shareholder: Accordi

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d573975d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 April 19, 2018 Tendering and Voting CB&I Shares in the Combination with McDermott –

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d543528d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 NEWS RELEASE For Immediate Release: April 18, 2018 Investors: Scott Lamb, +1 832 513

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d573165d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Explanatory Note: The following communications were made available on Twitter by McDermott International, Inc. (“

MDR / McDermott International, Inc. FILED PURSUANT TO RULE 425 (Prospectus)

425 1 d573520d425.htm FILED PURSUANT TO RULE 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 FOR IMMEDIATE RELEASE Leading Proxy Advisor Firm ISS Recommends McDermott Stockholders Vot

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d572805d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 April 16, 2018 DEAR STOCKHOLDER, McDermott’s special meeting of stockholders is rapidly approaching, and McDermot

MDR / McDermott International, Inc. SC TO-T/A

SC TO-T/A 1 d568377dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of

McDermott Provides First Quarter 2018 Operational Update and Reaffirms 2018 Guidance Strong Start to 2018 Driven by One McDermott Way Announces Increased Target for Synergies for Combined McDermott and CB&I Businesses Leveraging McDermott’s Strong Co

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE McDermott Provides First Quarter 2018 Operational Update and Reaffirms 2018 Guidance Strong Start to 2018 Driven by One McDermott Way Announces Increased Target for Synergies for Combined McDermott and CB&I Businesses Leveraging McDermott’s Strong Cost Culture Provides Comparison of Combined Businesses’ Annualized Interest Cost Under Current Capital Struc

MDR / McDermott International, Inc. FORM 8-K (Prospectus)

Form 8-K 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): April 4, 2018 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jurisdiction of inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a201804128-kpressrelease.htm FORM 8-K 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): April 12, 2018 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other ju

CB&I Announces Preliminary First Quarter 2018 Financial Results

Exhibit 99.1 NEWS RELEASE For Immediate Release: April 12, 2018 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] CB&I Announces Preliminary First Quarter 2018 Financial Results THE WOODLANDS, Texas – April 12, 2018 – CB&I (NYSE:CBI) today announced preliminary financial results for the first quarter of 2018. The company expects t

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d570276d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Colleagues, As our integration planning efforts continue, I hope you share my growing excitement about the future

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d570403d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 April 11, 2018 To all CB&I employees: As our integration planning efforts continue,

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d568096d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 April 9, 2018 401(k) Blackout for CB&I Stock To all CB&I employees: 401(k) Blackout

MDR / McDermott International, Inc. SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of McDermott International, Inc. (

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 FOR IMMEDIATE RELEASE McDermott Encourages Stockholders to Vote “FOR” the Proposed Combination with CB&I HOUSTON – April 5, 2018 – McDe

MDR / McDermott International, Inc. 8-K (Prospectus)

425 1 d564706d8k.htm 8-K 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): April 4, 2018 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other jur

Amended and Restated Commitment Letter, dated April 4, 2018, to which McDermott International, Inc., Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, Goldman Sachs Bank USA, ABN AMRO Capital USA LLC, MUFG Bank, LTD., Royal Bank of Canada and Standard Chartered Bank are parties.

EX-10.1 2 d564706dex101.htm EX-10.1 Exhibit 10.1 Execution Version BARCLAYS 745 Seventh Avenue New York, New York 10019 CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK 1301 Avenue of the Americas New York, New York 10019 GOLDMAN SACHS BANK USA 200 West Street New York, New York 10282 ABN AMRO CAPITAL USA LLC 100 Park Avenue New York, New York 10017 MUFG BANK 1221 Avenue of the Americas New York, New

CBI / Chicago Bridge & Iron Co., N.V. SC 14D9/A

SC 14D9/A 1 d560034dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Subject Company) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Person Filing Statement) Common S

CBI / Chicago Bridge & Iron Co., N.V. CORRESP

CORRESP April 4, 2018 Nicholas P. Panos Senior Special Counsel Office of Mergers and Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Chicago Bridge & Iron Company N.V. Schedule 14D-9 filed on March 29, 2018 Filed by Chicago Bridge & Iron Company N.V. File No. 005-52337 Dear Mr. Panos: Chicago Bridge & Iron

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 Colleagues, We recently achieved two significant milestones bringing McDermott and CB&I closer to Day One

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d535028d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File Number: 333-222662 Colleagues, We recently achieved two significant milestones bringing McDermott and CB&I closer to Day One as a co

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d560896d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Forward-Looking Statements McDermott cautions that statements in this publication which are f

CBI / Chicago Bridge & Iron Co., N.V. SC 14D9

SC 14D9 1 d560034dsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Subject Company) CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Person Filing Statement) Common Stock,

MCDERMOTT TECHNOLOGY, B.V. Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stock s

EX-99.(A)(1)(III) 4 d750197dex99a1iii.htm EX-99.(A)(1)(III) Exhibit 99(a)(1)(iii) MCDERMOTT TECHNOLOGY, B.V. Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. for 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stock split of the McDermott Common Stock (as defined herein) has occur

Offer to exchange each outstanding share of common stock of Chicago Bridge & Iron Company N.V. 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stock split of the McDermott Common Stock (as defined

EX-99.(A)(4) 8 d750197dex99a4.htm EX-99.(A)(4) Table of Contents Exhibit (a)(4) Offer to exchange each outstanding share of common stock of Chicago Bridge & Iron Company N.V. for 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stock split of the McDermott Common Stock (as defined herein) has occurred prior to the acceptance for exchange of shar

Letter of Transmittal for the Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stoc

EX-99.(A)(1)(I) 2 d750197dex99a1i.htm EX-99.(A)(1)(I) Exhibit 99(a)(1)(i) DESCRIPTION OF SHARES TENDERED Name(s) and Address(s) of Registered Holder(s) Total Number of Share(s) Tendered* *  Unless otherwise indicated, it will be assumed that all shares of CB&I Common Stock presented with this Letter of Transmittal, along with all shares held as book-entry within the account are being tendered here

NOTICE OF WITHDRAWAL To Withdraw Shares of Common Stock of CHICAGO BRIDGE & IRON COMPANY N.V. in the Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. 2.47221 shares of common stock of M

EX-99.(A)(1)(IV) 5 d750197dex99a1iv.htm EX-99.(A)(1)(IV) Exhibit 99(a)(1)(iv) NOTICE OF WITHDRAWAL To Withdraw Shares of Common Stock of CHICAGO BRIDGE & IRON COMPANY N.V. in the Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. for 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse s

LETTER TO PARTICIPANTS IN THE CHICAGO BRIDGE & IRON SAVINGS PLAN in connection with the Offer to Exchange Shares of Common Stock of CHICAGO BRIDGE & IRON COMPANY N.V. Shares of Common Stock of MCDERMOTT INTERNATIONAL, INC. MCDERMOTT TECHNOLOGY, B.V.

EX-99.(A)(1)(V) 6 d750197dex99a1v.htm EX-99.(A)(1)(V) Exhibit 99(a)(1)(v) LETTER TO PARTICIPANTS IN THE CHICAGO BRIDGE & IRON SAVINGS PLAN in connection with the Offer to Exchange Shares of Common Stock of CHICAGO BRIDGE & IRON COMPANY N.V. for Shares of Common Stock of MCDERMOTT INTERNATIONAL, INC. by MCDERMOTT TECHNOLOGY, B.V. Pursuant to the Exchange Offer Prospectus dated March 29, 2018 YOUR I

MDR / McDermott International, Inc. SC TO-T

SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of McDermott International, Inc. (Name of Filing Perso

MCDERMOTT TECHNOLOGY, B.V. Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stock s

EX-99.(a)(1)(ii) Exhibit(a)(1)(ii) MCDERMOTT TECHNOLOGY, B.V. Offer to exchange any and all issued and outstanding shares of common stock of CHICAGO BRIDGE & IRON COMPANY N.V. for 2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stock split of the McDermott Common Stock (as defined herein) has occurred prior to the time at which McDermott Techno

LETTER TO PARTICIPANTS IN THE LUTECH RESOURCES 401(k) SAVINGS PLAN in connection with the Offer to Exchange Shares of Common Stock of CHICAGO BRIDGE & IRON COMPANY N.V. Shares of Common Stock of MCDERMOTT INTERNATIONAL, INC. MCDERMOTT TECHNOLOGY, B.V

EX-99.(a)(1)(vi) Exhibit 99(a)(1)(vi) LETTER TO PARTICIPANTS IN THE LUTECH RESOURCES 401(k) SAVINGS PLAN in connection with the Offer to Exchange Shares of Common Stock of CHICAGO BRIDGE & IRON COMPANY N.V. for Shares of Common Stock of MCDERMOTT INTERNATIONAL, INC. by MCDERMOTT TECHNOLOGY, B.V. Pursuant to the Exchange Offer Prospectus dated March 29, 2018 YOUR IMMEDIATE ATTENTION REQUIRED March

CBI / Chicago Bridge & Iron Co., N.V. DEFM14A

DEFM14A 1 d530178ddefm14a.htm DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d552379d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 FOR IMMEDIATE RELEASE McDermott and CB&I Announce Form S-4 Registra

McDermott and CB&I Announce Form S-4 Registration Statement Declared Effective Companies Announce Dates of Special Meetings of Shareholders

EX-99.1 2 d560908dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE McDermott and CB&I Announce Form S-4 Registration Statement Declared Effective Companies Announce Dates of Special Meetings of Shareholders HOUSTON and THE WOODLANDS, Texas – March 29, 2018 – McDermott International, Inc. (“McDermott”) (NYSE:MDR) and CB&I (NYSE:CBI) today announced that the registration statement on Form S-4 fi

MDR / McDermott International, Inc. 8-K (Prospectus)

425 1 d560908d8k.htm 8-K 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): March 29, 2018 McDERMOTT INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Republic of Panama 001-08430 72-0593134 (State or other ju

CBI / Chicago Bridge & Iron Co., N.V. FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 or o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 1-12815 CHICAGO

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 MARCH 2018 McDermott International + CB&I Creating a premier global fully vertically inte

MDR / McDermott International, Inc. FORM 8-K (Prospectus)

Form 8-K 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): March 22, 2018 McDermott International, Inc. (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 001-08430 72-0593134 (State or other jurisdiction of i

FORWARD-LOOKING STATEMENTS McDermott International, Inc. (“McDermott”) and Chicago Bridge & Iron Company N.V. (“CB&I”) caution that statements in this presentation which are forward looking, and provide other than historical information, involve risk

EX-99.1 MARCH 2018 McDermott International + CB&I Creating a premier global fully vertically integrated onshore-offshore company with a broad EPCI offering, driven by technology and innovation with the scale and diversification to capitalize on global growth opportunities Exhibit 99.1 FORWARD-LOOKING STATEMENTS McDermott International, Inc. (“McDermott”) and Chicago Bridge & Iron Company N.V. (“CB

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d552413d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 FOR IMMEDIATE RELEASE McDermott and CB&I Announce Conclusion of Competition Authority Reviews

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 FOR IMMEDIATE RELEASE McDermott and CB&I Announce Conclusion of Competition Authority Rev

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d518050d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 McDermott and CB&I Announce Executive Leadership Team and Organizational Structure For Future

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d505758d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 McDermott and CB&I Announce Executive Leadership Team and Organizat

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d505762d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 March 12, 2018 CB&I Team: I’d like to share with you several import

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d505831d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Explanatory Note: The following communication was issued to employees of McDermott Internatio

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d498594d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 Explanatory Note: The following communication was issued to employe

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d585248d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Explanatory Note: The following communication was issued to employees of McDermott Internatio

MDR / McDermott International, Inc. 425 (Prospectus)

Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 The following is the transcript of a conference call held by McDermott International, Inc. on February 21, 2018. Q4 201

McDermott Reports Fourth Quarter and Full Year 2017 Financial and Operational Results Exceptional Order Intake of $2.2B in the Fourth Quarter Results in Backlog of $3.9B Coupled with Significant Increase in Revenue Opportunity Pipeline One McDermott

EX-99.1 Exhibit 99.1 McDermott Reports Fourth Quarter and Full Year 2017 Financial and Operational Results Exceptional Order Intake of $2.2B in the Fourth Quarter Results in Backlog of $3.9B Coupled with Significant Increase in Revenue Opportunity Pipeline One McDermott Way Drives Continued Excellent Operational Performance Leading to Over 60% Adjusted Operating Income Increase for the Full Year 2

McDermott International, Inc. Q4 2017 Supplemental Information February 21, 2017 © 2017 McDermott International, Inc. All rights reserved.

EX-99.2 3 d543193dex992.htm EX-99.2 Exhibit 99.2 McDermott International, Inc. Q4 2017 Supplemental Information February 21, 2017 © 2017 McDermott International, Inc. All rights reserved. FORWARD-LOOKING STATEMENTS In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott cautions that statements in this presentation which are forward looking,

MDR / McDermott International, Inc. FORM 8-K (Prospectus)

425 1 d543193d8k.htm FORM 8-K 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): February 21, 2018 McDermott International, Inc. (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 001-08430 72-0593134 (State or

List of Significant Subsidiaries

Exhibit 21.1 LIST OF SIGNIFICANT SUBSIDIARIES Subsidiary or Affiliate Jurisdiction in which Incorporated or Organized CB&I Holdings B.V. The Netherlands Lealand Finance Company B.V. The Netherlands Comet I B.V. The Netherlands Comet II B.V. The Netherlands Chicago Bridge & Iron Company B.V. The Netherlands Arabian CBI Ltd. Saudi Arabia Arabian CBI Tank Manufacturing Company Ltd. Saudi Arabia CBI C

CBI / Chicago Bridge & Iron Co., N.V. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 or ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission File Number 1-12815 CHICAGO BRIDGE & IRON COMP

(j) Amendment No. 10, dated as of February 9, 2018, to the Revolving Credit Agreement

EX-10.30(J) 2 a20171231ex1030j.htm EXHIBIT 10.30(J) Exhibit 10.30(j) AMENDMENT NO. 10 TO CREDIT AGREEMENT This Amendment No. 10 to Credit Agreement (this “Amendment”), dated as of February 9, 2018, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware co

Separation and Release Agreement dated as of October 18, 2017 between Chicago Bridge & Iron Company (Delaware) and Luke V. Scorsone

EX-10.39 3 a20171231ex1039.htm EXHIBIT 10.39 Exhibit 10.39 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (“Release”) is entered into by and between Chicago Bridge & Iron Company (Delaware) and its parent and affiliate companies (the “Company”), and Luke V. Scorsone (“Retiree”). RECITALS WHEREAS, Retiree is signatory to certain Long Term Incentive Plan Agreements and Acknow

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a201712318-kpressrelease.htm FORM 8-K 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): February 20, 2018 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other

CB&I Reports Fourth Quarter and Full Year 2017 Financial Results Due to Recent Transaction Announcement with McDermott International, Inc., No Earnings Conference Call to be Held

Exhibit Exhibit 99.1 NEWS RELEASE For Immediate Release: February 20, 2018 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] CB&I Reports Fourth Quarter and Full Year 2017 Financial Results Due to Recent Transaction Announcement with McDermott International, Inc., No Earnings Conference Call to be Held THE WOODLANDS, Texas ? Febru

CBI / Chicago Bridge & Iron Co., N.V. / SOUTHERNSUN ASSET MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Chicago Bridge & Iron Co. NV (Name of Issuer) Common (Title of Class of Securities) 167250109 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer))

SC TO-C 1 d512936dsctoc.htm SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Chicago Bridge & Iron Company N.V. (Name of Subject Company (Issuer)) McDermott Technology, B.V. (Name of Filing Person (Offeror)) A Wholly Owned Subsidiary of McDermott International

CBI / Chicago Bridge & Iron Co., N.V. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 chicagobridgeironconv.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: Chicago Bridge & Iron Co NV Title of Class of Securities: Common Stock CUSIP Number: 167250109 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to designate the ru

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d532243d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 February 6, 2018 Integration Planning Update To all CB&I employees:

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Explanatory Note: The following communication was issued to employees of McDermott International, Inc. Colleagues,

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d533468d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. (Commission File No.: 1-12815) Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Form S-4 File No.: 333-222662 Explanatory Note: The following is an English translation of a news

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d533695d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 January 30, 2018 CB&I Team: I’m extremely proud to be able to reach out and connect with the employ

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d532890d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 January 30, 2018 CB&I Team: I’m extremely proud to be able to reach out and connect with the

EX-24

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Regina N.

CBI / Chicago Bridge & Iron Co., N.V. CORRESP

CORRESP 1 filename1.htm Chicago Bridge & Iron Company N.V. Prinses Beatrixlaan 35 2595 AK The Hague The Netherlands January 29, 2018 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington D.C. 20549 Re: Chicago Bridge & Iron Company N.V. Form 10-K for the Year Ended December 31, 2016 Filed March 1, 2017 Response Dated January 9, 2018 File No. 1-12815 Ladies

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 FOR IMMEDIATE RELEASE McDermott and CB&I Announce Early Termination of Hart-Scott-Rodino Waiting Period for Proposed Comb

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d514181d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 FOR IMMEDIATE RELEASE McDermott and CB&I Announce Early Termination of Hart-Scott-Rodino Wait

Amendment No.1 and Partial Assignment and Assumption of Business Combination Agreement dated as of January 24, 2018 by and among McDermott International, Inc., McDermott Technology, B.V., McDermott Technology (Americas), LLC, McDermott Technology (US), LLC, McDermott Technology (2), B.V., McDermott Technology (3), B.V., Chicago Bridge & Iron Company N.V., Comet I B.V., Comet II B.V, CB&I Oil & Gas Europe B.V., CB&I Group UK Holdings, CB&I Nederland B.V. and The Shaw Group, Inc.

EX-2.1 2 d524829dex21.htm EX-2.1 Exhibit 2.1 AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PARTIAL ASSIGNMENT AND ASSUMPTION OF BUSINESS COMBINATION AGREEMENT This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT AND PARTIAL ASSIGNMENT AND ASSUMPTION OF BUSINESS COMBINATION AGREEMENT (this “Amendment and Partial Assignment”), dated as of January 24, 2018, is by and among McDermott Interna

MDR / McDermott International, Inc. FORM 8-K (Prospectus)

425 1 d524829d8k.htm FORM 8-K 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 24, 2018 McDermott International, Inc. (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 001-08430 72-0593134 (State or

McDermott Updates 2017 Guidance and Issues 2018 Guidance

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE McDermott Updates 2017 Guidance and Issues 2018 Guidance HOUSTON ? January 24, 2018 ? McDermott International, Inc. (NYSE: MDR) (?McDermott,? the ?Company,? or ?we?) is updating 2017 guidance and issuing 2018 guidance. Updated Full Year 2017 Guidance Updated Full Year 2017 Guidance ($ in millions, except as indicated) Revenues ~$3.0B Operating Income $315

PART II

EX-99.1 3 a20180123exhibit991.htm EXHIBIT 99.1 PART II Item 6. Selected Financial Data The following table presents selected financial and operating data for the last five years. This information should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 8. Financial Statements and Supplementary Data.” Years Ended De

Financial Statements and Exhibits, Other Events

8-K 1 a201801238-k.htm FORM 8-K 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, 2018 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d480983d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Explanatory Note: The following communication was issued to employees of McDermott Internatio

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d521912d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Explanatory Note: The following communications were made available on Twitter by McDermott In

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d523464d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Explanatory Note: The following article was written by a third party based on an interview of

CBI / Chicago Bridge & Iron Co., N.V. CORRESP

Chicago Bridge & Iron Company N.V. Prinses Beatrixlaan 35 2595 AK The Hague The Netherlands January 9, 2018 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington D.C. 20549 Re: Chicago Bridge & Iron Company N.V. Form 10-K for the Year Ended December 31, 2016 Filed March 1, 2017 File No. 1-12815 Ladies and Gentlemen: By letter dated December 22, 2017, Chicag

CBI / Chicago Bridge & Iron Co., N.V. FORM 425 (Prospectus)

425 1 d446014d425.htm FORM 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 JANUARY 2018 McDermott International + CB&I Creating a premier global fully vertically integra

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d444979d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Colleagues – I’m looking forward to leading the Integration Management Office (IMO) as part o

Amendment No. 9, dated as of December 18, 2017, to the Credit Agreement, dated as of October 28, 2013, by and among CB&I, Chicago Bridge & Iron Company (Delaware), certain Subsidiaries of CB&I signatory thereto, Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto.

EX-10.3 5 d476067dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 9 TO CREDIT AGREEMENT This Amendment No. 9 to Credit Agreement (this “Amendment”), dated as of December 18, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corpo

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): December 20, 2017 (December 18, 2

425 1 d476067d8k.htm 8-K 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): December 20, 2017 (December 18, 2017) Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-042

(j) Tenth Amendment, dated as of December 18, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.1 to CB&I’s Current Report on Form 8-K filed with the SEC on December 20, 2017 (File No. 1-12815))

EX-10.1 3 d476067dex101.htm EX-10.1 Exhibit 10.1 TENTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Tenth Amendment to Note Purchase and Guarantee Agreement (this “Tenth Amendment”), dated as of December 18, 2017 (the “Tenth Amendment Effective Date”), is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V

(f) Amendment No. 6, dated as of December 18, 2017, to the Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.4 to CB&I’s Current Report on Form 8-K filed with the SEC on December 20, 2017 (File No. 1-12815))

EX-10.4 6 d476067dex104.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 6 to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of December 18, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAG

Amendment No. 6, dated as of December 18, 2017, to Amended and Restated Revolving Credit Agreement, dated as of July 8, 2015, by and among CB&I, Chicago Bridge & Iron (Delaware), certain subsidiaries of CB&I signatory thereto, Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto.

EX-10.4 6 d476067dex104.htm EX-10.4 Exhibit 10.4 EXECUTION VERSION AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment No. 6 to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of December 18, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAG

Amendment No. 6, dated as of December 18, 2017, to Term Loan Agreement, dated as of July 8, 2015, by and among CB&I, Chicago Bridge & Iron (Delaware), Bank of America, N.A., as administrative agent and collateral agent, and each of the Lenders signatory thereto.

EX-10.5 7 d476067dex105.htm EX-10.5 Exhibit 10.5 EXECUTION VERSION AMENDMENT NO. 6 TO TERM LOAN AGREEMENT This Amendment No. 6 to Term Loan Agreement (this “Amendment”), dated as of December 18, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware

Eighth Amendment, dated as of December 18, 2017, to the Note Purchase and Guarantee Agreement, dated as of July 22, 2015, by and among CB&I, Chicago Bridge & Iron Company (Delaware), certain Subsidiaries of CB&I signatory thereto, and each of the noteholders signatory thereto.

Exhibit 10.2 EIGHTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Eighth Amendment to Note Purchase and Guarantee Agreement (this “Eighth Amendment”), dated as of December 18, 2017 (the “Eighth Amendment Effective Date”), is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated un

Tenth Amendment, dated as of December 18, 2017, to the Note Purchase and Guarantee Agreement, dated as of December 27, 2012, by and among CB&I, Chicago Bridge & Iron Company (Delaware), certain Subsidiaries of CB&I signatory thereto, and each of the noteholders signatory thereto.

EX-10.1 3 d476067dex101.htm EX-10.1 Exhibit 10.1 TENTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Tenth Amendment to Note Purchase and Guarantee Agreement (this “Tenth Amendment”), dated as of December 18, 2017 (the “Tenth Amendment Effective Date”), is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V

(i) Amendment No. 9, dated as of December 18, 2017, to the Revolving Credit Agreement (incorporated by reference to Exhibit 10.3 to CB&I’s Current Report on Form 8-K filed with the SEC on December 20, 2017 (File No. 1-12815))

EX-10.3 5 d476067dex103.htm EX-10.3 Exhibit 10.3 EXECUTION VERSION AMENDMENT NO. 9 TO CREDIT AGREEMENT This Amendment No. 9 to Credit Agreement (this “Amendment”), dated as of December 18, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corpo

Business Combination Agreement by and among McDermott International, Inc., McDermott Technology, B.V., McDermott Technology (Americas), LLC, McDermott Technology (US), LLC, Chicago Bridge & Iron Company N.V., Comet I B.V., Comet II B.V., CB&I Oil & Gas Europe B.V., CB&I Group UK Holdings, CB&I Nederland B.V. and The Shaw Group, Inc. dated as of December 18, 2017 (incorporated by reference to Exhibit 2.1 to CB&I's Current Report on Form 8-K filed with the SEC on December 20, 2017 (File No. 1-12815))

EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among MCDERMOTT INTERNATIONAL, INC., MCDERMOTT TECHNOLOGY, B.V., MCDERMOTT TECHNOLOGY (AMERICAS), LLC, MCDERMOTT TECHNOLOGY (US), LLC, CHICAGO BRIDGE & IRON COMPANY N.V., COMET I B.V., COMET II B.V., CB&I OIL & GAS EUROPE B.V., CB&I GROUP UK HOLDINGS, CB&I NEDERLAND B.V. and THE SHAW GROUP, INC. Dated as of December 18, 2017 TABLE OF CONTENT

Business Combination Agreement, dated as of December 18, 2017, by and among McDermott International, Inc., McDermott Technology, B.V., McDermott Technology (Americas), LLC, McDermott Technology (US), LLC, Chicago Bridge & Iron Company N.V., Comet I B.V., Comet II B.V, CB&I Oil & Gas Europe B.V., CB&I Group UK Holdings, CB&I Nederland B.V. and The Shaw Group, Inc.†

EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among MCDERMOTT INTERNATIONAL, INC., MCDERMOTT TECHNOLOGY, B.V., MCDERMOTT TECHNOLOGY (AMERICAS), LLC, MCDERMOTT TECHNOLOGY (US), LLC, CHICAGO BRIDGE & IRON COMPANY N.V., COMET I B.V., COMET II B.V., CB&I OIL & GAS EUROPE B.V., CB&I GROUP UK HOLDINGS, CB&I NEDERLAND B.V. and THE SHAW GROUP, INC. Dated as of December 18, 2017 TABLE OF CONTENT

(h) Eighth Amendment, dated as of December 18, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.2 to CB&I’s Current Report on Form 8-K filed with the SEC on December 20, 2017 (File No. 1-12815))

EX-10.2 4 d476067dex102.htm EX-10.2 Exhibit 10.2 EIGHTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Eighth Amendment to Note Purchase and Guarantee Agreement (this “Eighth Amendment”), dated as of December 18, 2017 (the “Eighth Amendment Effective Date”), is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY

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): December 20, 2017 (December 18, 2

8-K 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): December 20, 2017 (December 18, 2017) Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other

(f) Amendment No. 6, dated as of December 18, 2017, to the Term Loan Agreement (incorporated by reference to Exhibit 10.5 to CB&I’s Current Report on Form 8-K filed with the SEC on December 20, 2017 (File No. 1-12815))

Exhibit 10.5 EXECUTION VERSION AMENDMENT NO. 6 TO TERM LOAN AGREEMENT This Amendment No. 6 to Term Loan Agreement (this ?Amendment?), dated as of December 18, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the ?Company?), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the ?Borrower?), BANK

MDR / McDermott International, Inc. 425 (Prospectus)

425 Town Hall December 19, 2017 1 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 FORWARD LOOKING STATEMENTS McDermott and CB&I caution that statements in this present

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d481166d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following are FAQs that were distributed by Chicago Bridge & Iron Company N.V. to certain emplo

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d465515d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following is a letter that was distributed by Chicago Bridge & Iron Company N.V. to its employe

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d508180d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following is a script for an employee video distributed by Chicago Bridge & Iron Company N.V. t

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following talking points were distributed by Chicago Bridge & Iron Company N.V. to certain employees on December 18,

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d446214d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following are talking points that were distributed by Chicago Bridge & Iron Company N.V. to cer

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d444329d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following is a communication that was distributed by Chicago Bridge & Iron Company N.V. to cert

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d508234d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following was posted to Chicago Bridge and Iron Company N.V.’s LinkedIn, Twitter and Facebook p

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d482090d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following are talking points that were distributed by Chicago Bridge & Iron Company N.V. to cer

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d513745d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following was posted to Chicago Bridge and Iron Company N.V.’s intranet on December 18, 2017. L

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following is a letter that was distributed by Chicago Bridge & Iron Company N.V. to its customers on December 18, 201

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following is a letter that was distributed by Chicago Bridge & Iron Company N.V. to certain suppliers and partners on

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following is a webpage made available on Chicago Bridge & Iron Company N.V.?s website on December 18, 2017 Additional

CBI / Chicago Bridge & Iron Co., N.V. 425 (Prospectus)

425 1 d505165d425.htm 425 Filed by Chicago Bridge & Iron Company N.V. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-9(a) and 14a-12(b) of the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File No.: 1-12815 The following is the transcript of a joint conference call held by Chicago Bridge & Iron Company N.

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d456052d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 The following is the transcript of a conference call held by McDermott International Inc. on

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 ?Together, we will appoint an integration team with members from McDermott and CB&I to develop a plan for bringing

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d479145d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Below is a set of guidelines for employees regarding the proposed combination between McDermo

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d466353d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 McDermott and CB&I to Combine December 18, 2017 McDermott International, Inc. and CB&I announ

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d512317d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 December 18, 2017 Subject: McDermott International, Inc. (MDR) Conference Call Details McDerm

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d474343d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Colleagues, Earlier today we announced we have reached an agreement to combine with CB&I. Thi

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d492733d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 1 What was announced and what does it mean for me? McDermott plans to combine with CB&I to cr

MDR / McDermott International, Inc. 425 (Prospectus)

425 1 d474715d425.htm 425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 David Dickson Employee Video Transcript McDermott International, Inc. Good morning, good afte

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Colleagues, As you know, all of us at McDermott have gone through a tremendous amount of change over the last three

MDR / McDermott International, Inc. 425 (Prospectus)

425 Filed by: McDermott International, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14d-2(b) and Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Chicago Bridge & Iron Company N.V. Commission File Number: 001-12815 Explanatory Note: The following communications were made available on Twitter by McDermott International, Inc. (?Mc

McDermott and CB&I to Combine in Transaction Valued at $6 Billion Creates a fully vertically integrated onshore-offshore EPCI company with a broad service offering and market leading technology portfolio Combined company to be a global leader with a

EX-99.1 2 d486122dex991.htm EX-99.1 Exhibit 99.1 McDermott and CB&I to Combine in Transaction Valued at $6 Billion Creates a fully vertically integrated onshore-offshore EPCI company with a broad service offering and market leading technology portfolio Combined company to be a global leader with a complementary geographic portfolio and a strong presence in high-growth developing regions Significan

Financial Statements and Exhibits, Other Events

8-K 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): December 18, 2017 Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other jurisdiction of inco

FORWARD LOOKING STATEMENTS McDermott and CB&I caution that statements in this presentation which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of oper

EX-99.2 DECEMBER 18, 2017 McDermott International + CB&I Creating a premier global fully vertically integrated onshore-offshore company with a broad EPCI offering, driven by technology and innovation with the scale and diversification to capitalize on global growth opportunities Exhibit 99.2 FORWARD LOOKING STATEMENTS McDermott and CB&I caution that statements in this presentation which are forwar

FORWARD LOOKING STATEMENTS McDermott and CB&I caution that statements in this presentation which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of oper

EX-99.2 DECEMBER 18, 2017 McDermott International + CB&I Creating a premier global fully vertically integrated onshore-offshore company with a broad EPCI offering, driven by technology and innovation with the scale and diversification to capitalize on global growth opportunities Exhibit 99.2 FORWARD LOOKING STATEMENTS McDermott and CB&I caution that statements in this presentation which are forwar

CBI / Chicago Bridge & Iron Co., N.V. 8-K (Prospectus)

425 1 d486122d8k.htm 8-K 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): December 18, 2017 Chicago Bridge & Iron Company N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other

McDermott and CB&I to Combine in Transaction Valued at $6 Billion Creates a fully vertically integrated onshore-offshore EPCI company with a broad service offering and market leading technology portfolio Combined company to be a global leader with a

EX-99.1 2 d486122dex991.htm EX-99.1 Exhibit 99.1 McDermott and CB&I to Combine in Transaction Valued at $6 Billion Creates a fully vertically integrated onshore-offshore EPCI company with a broad service offering and market leading technology portfolio Combined company to be a global leader with a complementary geographic portfolio and a strong presence in high-growth developing regions Significan

Commitment Letter dated December 18, 2017 to which McDermott International, Inc., Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA are parties

EX-10.1 3 d475253dex101.htm EX-10.1 Exhibit 10.1 Execution Version Lenders) without the consent of the Company; provided that, unless an event of default has occurred prior to the Maturity Date and is at such time continuing or there has been a Demand Failure Event (as defined in the Facilities Fee Letter), the BARCLAYS 745 Seventh Avenue New York, New York 10019 CRÉDIT AGRICOLE CORPORATE AND INVE

Business Combination Agreement dated as of December 18, 2017 by and among McDermott International, Inc., McDermott Technology, B.V., McDermott Technology (Americas), LLC, McDermott Technology (US), LLC, Chicago Bridge & Iron Company N.V., Comet I B.V., Comet II B.V, CB&I Oil & Gas Europe B.V., CB&I Group UK Holdings, CB&I Nederland B.V. and The Shaw Group, Inc. †

EX-2.1 2 d475253dex21.htm EX-2.1 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among MCDERMOTT INTERNATIONAL, INC., MCDERMOTT TECHNOLOGY, B.V., MCDERMOTT TECHNOLOGY (AMERICAS), LLC, MCDERMOTT TECHNOLOGY (US), LLC, CHICAGO BRIDGE & IRON COMPANY N.V., COMET I B.V., COMET II B.V., CB&I OIL & GAS EUROPE B.V., CB&I GROUP UK HOLDINGS, CB&I NEDERLAND B.V. and THE SHAW GROUP, INC. Dated as of December

McDermott and CB&I to Combine in Transaction Valued at $6 Billion Creates a fully vertically integrated onshore-offshore EPCI company with a broad service offering and market leading technology portfolio Combined company to be a global leader with a

EX-99.1 4 d475253dex991.htm EX-99.1 Exhibit 99.1 McDermott and CB&I to Combine in Transaction Valued at $6 Billion Creates a fully vertically integrated onshore-offshore EPCI company with a broad service offering and market leading technology portfolio Combined company to be a global leader with a complementary geographic portfolio and a strong presence in high-growth developing regions Significan

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): December 18, 2017 McDermott Inter

8-K 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): December 18, 2017 McDermott International, Inc. (Exact name of registrant as specified in its charter) Republic of Panama (State or other jurisdiction of incorporation) 001-08430

FORWARD LOOKING STATEMENTS McDermott and CB&I caution that statements in this presentation which are forward-looking, and provide other than historical information, involve risks, contingencies and uncertainties that may impact actual results of oper

DECEMBER 18, 2017 McDermott International + CB&I Creating a premier global fully vertically integrated onshore-offshore company with a broad EPCI offering, driven by technology and innovation with the scale and diversification to capitalize on global growth opportunities Exhibit 99.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a201712078-k.htm FORM 8-K 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): December 6, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction

(g) Seventh Amendment, dated as of December 6, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.2 to CB&I’s Current Report on Form 8-K filed with the SEC on December 7, 2017 (File No. 1-12815))

EX-10.2 3 a20171207ex102.htm EXHIBIT 10.2 Exhibit 10.2 SEVENTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Seventh Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of December 6, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under

December 6, 2017

EX-10.3 4 a20171207ex103.htm EXHIBIT 10.3 Exhibit 10.3 December 6, 2017 To: the Lenders party to the 2013 Revolving Credit Agreement as of the date hereof To: the Lenders party to the 2015 Revolving Credit Agreement as of the date hereof To: the Lenders party to the 2015 Term Loan Agreement as of the date hereof To: Chicago Bridge & Iron Company N.V. To: Chicago Bridge & Iron Company (Delaware) La

(i) Ninth Amendment, dated as of December 6, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.1 to CB&I’s Current Report on Form 8-K filed with the SEC on December 7, 2017 (File No. 1-12815))

EX-10.1 2 a20171207ex101.htm EXHIBIT 10.1 Exhibit 10.1 NINTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Ninth Amendment to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of December 6, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the

(h) Consent and Eighth Amendment, dated as of October 5, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.7 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on October 31, 2017 (File No. 1-12815))

Exhibit 10.7 EXECUTION VERSION CONSENT AND EIGHTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Consent and Eighth Amendment to Note Purchase and Guarantee Agreement (this ?Consent and Amendment?), dated as of October 5, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the ?Company?), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 o TRANSITION REPORT PURSUANT

10-Q 1 a2017093010q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File

(f) Consent and Sixth Amendment, dated as of October 5, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.6 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on October 31, 2017 (File No. 1-12815))

EX-10.6 2 a20170930ex106.htm EXHIBIT 10.6 Exhibit 10.6 EXECUTION VERSION CONSENT AND SIXTH AMENDMENT TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Consent and Sixth Amendment to Note Purchase and Guarantee Agreement (this “Consent and Amendment”), dated as of October 5, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRO

CB&I Announces Third Quarter 2017 Results

Exhibit Exhibit 99.1 NEWS RELEASE For Immediate Release: October 30, 2017 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] CB&I Announces Third Quarter 2017 Results THE WOODLANDS, Texas - October 30, 2017 - CB&I (NYSE:CBI) today announced financial results for the third quarter of 2017. CB&I reported net income of $10 million, or

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a201709308-kpressrelease.htm FORM 8-K 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): October 30, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d476782d8k.htm 8-K 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): October 18, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction of inc

(e) Amendment No. 5 and Waiver, dated as of August 9, 2017, to the Term Loan Agreement (incorporated by reference to Exhibit 10.3 to CB&I’s Current Report on Form 8-K filed with the SEC on August 15, 2017 (File No. 1-12815))

Exhibit 10.3 Execution Version AMENDMENT NO. 5 AND WAIVER TO TERM LOAN AGREEMENT This Amendment No. 5 and Waiver to Term Loan Agreement (this ?Amendment?), dated as of August 9, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the ?Company?), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the

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): August 9, 2017 CHICAGO BRIDGE & I

8-K 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): August 9, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or Other Jurisdiction of Incorporation or Organizat

(g) Seventh Amendment and Waiver, dated as of August 9, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.4 to CB&I’s Current Report on Form 8-K filed with the SEC on August 15, 2017 (File No. 1-12815))

Exhibit 10.4 Execution Version SEVENTH AMENDMENT AND WAIVER TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Seventh Amendment and Waiver to Note Purchase and Guarantee Agreement (this ?Amendment?), dated as of August 9, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the ?Company?), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the

(e) Fifth Amendment and Waiver, dated as of August 9, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.5 to CB&I’s Current Report on Form 8-K filed with the SEC on August 15, 2017 (File No. 1-12815))

Exhibit 10.5 Execution Version FIFTH AMENDMENT AND WAIVER TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Fifth Amendment and Waiver to Note Purchase and Guarantee Agreement (this ?Amendment?), dated as of August 9, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the ?Company?), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation incorporated under the laws

(e) Amendment No. 5 and Waiver, dated as of August 9, 2017, to the Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 to CB&I’s Current Report on Form 8-K filed with the SEC on August 15, 2017 (File No. 1-12815))

Exhibit 10.2 Execution Version AMENDMENT NO. 5 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Amendment No. 5 and Waiver to Amended and Restated Revolving Credit Agreement (this ?Amendment?), dated as of August 9, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the ?Company?), CHICAGO BRIDG

(h) Amendment No. 8 and Waiver, dated as of August 9, 2017, to the Revolving Credit Agreement (incorporated by reference to Exhibit 10.1 to CB&I’s Current Report on Form 8-K filed with the SEC on August 15, 2017 (File No. 1-12815))

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 8 AND WAIVER TO CREDIT AGREEMENT This Amendment No. 8 and Waiver to Credit Agreement (this “Amendment”), dated as of August 9, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (t

CB&I Announces Second Quarter 2017 Results

EX-99.1 2 a201706308-kex991.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release: August 9, 2017 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] CB&I Announces Second Quarter 2017 Results • Company Outlines Cost Reduction Plan and Suspends Dividend • Announces Plan to Sell Technology Business THE WOODLANDS, Texas – A

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a201706308-kpressrelease.htm FORM 8-K 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): August 9, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other ju

(a) Amendment No. 2, dated as of June 22, 2017, to the Chicago Bridge & Iron Savings Plan (incorporated by reference to Exhibit 10.3 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the SEC on August 9, 2017 (File No. 1-12815))

Exhibit 10.3 AMENDMENT NO. 2 TO THE CHICAGO BRIDGE & IRON SAVINGS PLAN Chicago Bridge & Iron Company (the "Company") maintains the Chicago Bridge & Iron Savings Plan (the " Plan") for the benefit of certain of its eligible employees. The Plan has been amended from time to time and most recently was restated effective January 1, 2016. The Company now desires to further amend the Plan as follows: 1.

Form of Performance Share Award Letter pursuant to CB&I’s 2008 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the SEC on August 9, 2017 (File No. 1-12815))

EX-10.2 3 a20170630ex102.htm EXHIBIT 10.2 Exhibit 10.2 Chicago Bridge & Iron Company Agreement and Acknowledgment of 20XX Performance Share Award «Name» This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the 2008 Long-Term Incentive Plan (the “Plan”) maintained by a subsidiary of Chicago Bridge & Iron Company N.V., a Netherlands corporation (the

(b) Amendment No. 3, dated as of June 30, 2017, to the Chicago Bridge & Iron Savings Plan (incorporated by reference to Exhibit 10.4 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the SEC on August 9, 2017 (File No. 1-12815)

Exhibit 10.4 AMENDMENT NO. 3 TO THE CHICAGO BRIDGE & IRON SAVINGS PLAN Chicago Bridge & Iron Company (the "Company") maintains the Chicago Bridge & Iron Savings Plan (the " Plan") for the benefit of certain of its eligible employees. The Plan has been amended from time to time and most recently was restated effective January 1, 2016. On the Closing Date (as defined in a Purchase Agreement by and a

Form of Restricted Stock Unit Award Letter pursuant to CB&I’s 2008 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed with the SEC on August 9, 2017 (File No. 1-12815))

Exhibit 10.1 Chicago Bridge & Iron Company Agreement and Acknowledgment of 20XX Restricted Stock Unit Award «Name» This Agreement and Acknowledgment (the “Agreement”) between you and the Committee (the “Committee”) for the 2008 Long-Term Incentive Plan (the “Plan”) maintained by a subsidiary of Chicago Bridge & Iron Company N.V., a Netherlands corporation (the “Company”), states the terms of and y

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 o TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12815 CHICAGO BRIDGE & IRON CO

(a) Amendment Agreement, dated as of June 18, 2017, to the Purchase Agreement dated as of February 27, 2017 (incorporated by reference to Exhibit 10.1 to CB&I’s Current Report on Form 8-K filed with the SEC on July 7, 2017 (File No. 1-12815))

Exhibit Exhibit 10.1 AMENDMENT AGREEMENT This Amendment Agreement, dated as of June 18, 2017 (the “ Agreement ”), is made by and among Chicago Bridge & Iron Company N.V., an entity registered in the Netherlands (“ Parent ”), The Shaw Group Inc., a Louisiana corporation (“ Shaw ”), CBI Peruana SAC, a sociedad anónima cerrada existing under the laws of Peru (“ Peruvian Seller ”), Horton CBI, Limited

CHICAGO BRIDGE & IRON COMPANY N.V. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended December 31, 2016 As Stated Pro Forma Adj. Pro Forma (In thousands, except per share data) Revenue $ 10,679,558 $ (2,079,909 ) (a) $ 8,5

EX-99.2 5 a201707068-kex992.htm EXHIBIT 99.2 Exhibit 99.2 Basis of Pro Forma Presentation These financial statements provide the pro forma effects of the sale of our Capital Services Operations on our Statements of Operations for the years ended December 31, 2016, 2015 and 2014 as if the sale occurred on January 1 of each period presented. The adjustments give effect to the removal of 1) the resul

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Document 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): June 30, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction of incorporation) 1-12815

CB&I Completes Sale of Capital Services Business

EX-99.1 4 a201707068-kex991.htm EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release: 6/30/2017 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] CB&I Completes Sale of Capital Services Business THE WOODLANDS, Texas – June 30, 2017 – CB&I (NYSE: CBI) today announced it has completed the sale of its Capital Services busines

(b) Letter Amendment, dated as of June 30, 2017, to the Purchase Agreement dated as of February 27, 2017 (incorporated by reference to Exhibit 10.2 to CB&I’s Current Report on Form 8-K filed with the SEC on July 7, 2017 (File No. 1-12815), which filing omitted the schedules to the Letter Amendment pursuant to Item 601 (b) of Regulation S-K and noted that a copy of the omitted schedules will be furnished to the SEC supplementally upon request)

EX-10.2 3 a201707068-kex102.htm EXHIBIT 10.2 Exhibit 10.2 June 30, 2017 Via Email CSVC Acquisition Corp. c/o Veritas Capital Fund Management, L.L.C. 9 West 57th Street, 29th Floor New York, New York 10019 Attn: Benjamin M. Polk Brian J. Gorczynski Ladies and Gentlemen: We refer you to the Purchase Agreement dated as of February 27, 2017, by and among Chicago Bridge & Iron Company N.V., an entity r

Court Vindicates CB&I’s Position in Westinghouse Lawsuit

EX-99.1 Exhibit 99.1 NEWS RELEASE For Immediate Release: 6/27/2017 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] Court Vindicates CB&I’s Position in Westinghouse Lawsuit THE WOODLANDS, Texas, June 27, 2017 /PRNewswire/ — CB&I (NYSE:CBI) today issued the following statement on the Delaware Supreme Court’s decision to reverse th

Separation and Release Agreement dated as of June 27, 2017 between Chicago Bridge & Iron Company (Delaware) and Philip K. Asherman (incorporated by reference to Exhibit 10.1 to CB&I’s Current Report on Form 8-K filed with the SEC on July 3, 2017 (File No. 1-12815))

EX-10.1 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (?Release?) is entered into by and between Chicago Bridge & Iron Company (Delaware) and its parent and affiliate companies (the ?Company?), and Philip K. Asherman (?Retiree?). RECITALS WHEREAS, Retiree is signatory to certain Long Term Incentive Plan Agreements and Acknowledgments (the ?LTIP Agreements?) re

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 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): June 27, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or Other Jurisdiction of Incorporation or Organizati

Chicago Bridge & Iron S-8 POS

S-8 POS 1 s-8pos.htm S-8 POS Registration No. 333-33199 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-33199 UNDER THE SECURITIES ACT OF 1933 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact Name of Registrant as Specified in its Charter) The Netherlands Prinses Beatrixlaan 35 98-0420223 (State or Other Jur

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A 1 a201706128-ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1 to Form 8-K dated May 15, 2017) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its c

(d) Amendment No. 4, dated as of May 29, 2017, to the Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 to CB&I’s Current Report on Form 8-K filed with the SEC on June 2, 2017 (File No. 1-12815))

EX-10.2 3 a20170602ex102.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version AMENDMENT NO. 4 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Amendment No. 4 to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of May 29, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Compan

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a201706028-k.htm FORM 8-K 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): May 29, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other jurisdiction of

(g) Amendment No. 7, dated as of May 29, 2017, to the Revolving Credit Agreement (incorporated by reference to Exhibit 10.1 to CB&I’s Current Report on Form 8-K filed with the SEC on June 2, 2017 (File No. 1-12815))

EX-10.1 2 a20170602ex101.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 7 TO CREDIT AGREEMENT This Amendment No. 7 to Credit Agreement (this “Amendment”), dated as of May 29, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corp

(d) Amendment No. 4, dated as of May 29, 2017, to the Term Loan Agreement (incorporated by reference to Exhibit 10.3 to CB&I’s Current Report on Form 8-K filed with the SEC on June 2, 2017 (File No. 1-12815))

EX-10.3 4 a20170602ex103.htm EXHIBIT 10.3 Exhibit 10.3 Execution Version AMENDMENT NO. 4 TO TERM LOAN AGREEMENT This Amendment No. 4 to Term Loan Agreement (this “Amendment”), dated as of May 29, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delawar

Exhibit 1.01

EX-1.01 2 a20161231formsdex101.htm EXHIBIT 1.01 Exhibit 1.01 Chicago Bridge & Iron Company N.V. Conflict Minerals Report For the reporting period from January 1, 2016 to December 31, 2016 This Conflict Minerals Report (the “Report”) of Chicago Bridge & Iron Company N.V. (the “Company” or “CB&I”) has been prepared in compliance with Rule 13p-1 (the “Rule”) and Form SD promulgated under the Securiti

Chicago Bridge & Iron FORM SD

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands 1-12815 98-0420223 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) Prinses Beatrixlaan 35 2595 AK

CB&I Announces Retirement of Philip K. Asherman and Appointment of Patrick K. Mullen to President and Chief Executive Officer

Exhibit Exhibit 99.1 NEWS RELEASE For Immediate Release: May 18, 2017 Investors: Scott Lamb, +1 832 513 1068, [email protected] Media: Gentry Brann, +1 832 513 1031, [email protected] CB&I Announces Retirement of Philip K. Asherman and Appointment of Patrick K. Mullen to President and Chief Executive Officer THE WOODLANDS, Texas ? May 18, 2017 ? CB&I (NYSE: CBI)Supervisory Board of Directors t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a201705188-kpressrelease.htm FORM 8-K 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): May 15, 2017 CHICAGO BRIDGE & IRON COMPANY N.V. (Exact name of registrant as specified in its charter) The Netherlands (State or other juri

Chicago Bridge & Iron FORM 10-Q (Quarterly Report)

10-Q 1 a2017033110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

(f) Amendment No. 6 and Waiver, dated as of May 8, 2017, to the Revolving Credit Agreement (incorporated by reference to Exhibit 10.8 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017 (File No. 1-12815))

EX-10.8 4 a20170331ex108.htm EXHIBIT 10.8 Execution Version AMENDMENT NO. 6 AND WAIVER TO CREDIT AGREEMENT This Amendment No. 6 and Waiver to Credit Agreement (this “Amendment”), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaw

(f) Sixth Amendment and Waiver, dated as of May 8, 2017, to the Note Purchase and Guarantee Agreement (incorporated by reference to Exhibit 10.7 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017 (File No. 1-12815))

EX-10.7 3 a20170331ex107.htm EXHIBIT 10.7 EXECUTION VERSION SIXTH AMENDMENT AND WAIVER TO NOTE PURCHASE AND GUARANTEE AGREEMENT This Sixth Amendment and Waiver to Note Purchase and Guarantee Agreement (this “Amendment”), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation (the “Company”), CHICAGO BRIDGE & IRON COMPANY N.V., a corporation i

Separation Agreement and Release (incorporated by reference to Exhibit 10.1 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017 (File No. 1-12815))

EX-10.1 2 a20170331ex101.htm EXHIBIT 10.1 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (this “Agreement”) is made and entered by and among Richard E. Chandler (“Chandler”), and Chicago Bridge & Iron Company (Delaware) and its affiliated companies, corporations, partnerships, business associations, parents, and subsidiaries (collectively, “CB&I”). Chandler understands that

(c) Amendment No. 3 and Waiver, dated as of May 8, 2017, to the Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.9 to CB&I’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the SEC on May 10, 2017 (File No. 1-12815))

Execution Version AMENDMENT NO. 3 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This Amendment No. 3 and Waiver to Amended and Restated Revolving Credit Agreement (this “Amendment”), dated as of May 8, 2017, is made by and among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of the Kingdom of the Netherlands (the “Company”), CHICAGO BRIDGE & IRON COMPANY