Mcdermott International Ltd · OTC:MCDIF
Mcdermott International — Merger or Acquisition (December 2009)
13 slides from Mcdermott International's merger presentation, Dec 7, 2009
Slide 1: McDermott Plans to Separate into Two Independent Companies: Babcock & Wilcox and J. Ray McDermott
McDermott International, Inc.(NYSE: MDR) MCDERMOTT PLANS TO SEPARATE INTO TWO INDEPENDENT COMPANIES: BABCOCK & WILCOX AND J. RAY MCDERMOTT December 7, 2009
Slide 2: Forward Looking Statements / Safe Harbor
Forward Looking Statements / Safe Harbor In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, McDermott cautions that statements in this presentation that are forward-looking and provide other than historical information involve risks and uncertainti
Slide 3: Transaction Overview
Transaction Overview McDermott International, Inc. (“McDermott”) announced plans to separate its operating subsidiaries into two independent, publicly traded companies: The Babcock & Wilcox Company (“B&W”)J. Ray McDermott (“J. Ray”)Separation anticipated to be effected through a spin-off of B&WTax-f
Slide 4: Compelling Strategic and Financial Benefits
Compelling Strategic and Financial Benefits Better positions each company to accelerate growth based on distinct corporate strategy, market opportunities, free cash flow and customer relationships Independent Pure-Play Companies More efficient allocation of capital, which would allow each company to
Slide 5: Background on U.S. Federal Acquisition Regulation (FAR)
Background on U.S. Federal Acquisition Regulation (“FAR”) As outlined in McDermott’s filings with the SEC, recent interim rules prohibit federal agencies from awarding new contracts to inverted companies and their subsidiariesThese interim rules were passed on July 1, 2009 by the Civilian Agency Acq
Slide 6: Overview of The Babcock & Wilcox Company
Overview of The Babcock & Wilcox CompanyLeading technology innovator in power generation and a specialty manufacturer of nuclear components with legacy spanning 140 years Goverment OperationsSupplies components for submarines and aircraft carriers and provides various other services to the U.S. Gove
Slide 7: Babcock & Wilcox Global Presence
Babcock & Wilcox Global Presence Beijing Wuhan Esbjerg Dumbarton Cambridge Malvern Barberton Mt. Vernon West Point Oak Ridge Erwin Lynchburg West Mifflin Melville New Orleans Amarillo Los Alamos Nye County Livermore Idaho Falls Monterrey Lancaster Aiken Euclid Power Generation Systems Government Ope
Slide 8: Babcock & Wilcox Summary Financials
Babcock & Wilcox Summary Financials[1] (unaudited, US$ in millions) [1] Represents combined segment operating results for Government Operations and Power Generation Systems; operating income does not include unallocated corporate expenses[2] Through September 30, 2009 $ 3,198 $ 3,402 NM 27.0% 6.4% 1
Slide 9: Overview of J. Ray McDermott
Leading engineering, construction and installation company focused on the offshore upstream oil & gas marketKey offerings include:Front-end design and detailed engineeringConstruction and installation of offshore production facilitiesInstallation of pipelines and subsea systems Comprehensive project
Slide 10: J. Ray Global Presence
J. Ray Global Presence Altamira Morgan City Dartmouth Baku Bautino Al Khobar Doha Jebel Ali Dubai Chennai Kuala Lumpur Batam Jakarta Perth Singapore Ho Chi Minh City Qingdao Offshore Oil & Gas Construction Houston
Slide 11: J. Ray Summary Financials
J. Ray Summary Financials[1] (unaudited, US$ in millions) [1] Represents segment operating results for Offshore Oil and Gas Construction; operating income does not include unallocated corporate expenses[2] Through September 30, 2009 $ 1,610 $ 2,446 $ 3,181 $ 2,568 30.0% 51.9% 30.1% 40.6% $ 195 $ 400
Slide 12: Key Next Steps
Key Next Steps Preparation of intercompany agreements Preparation of financial statements and filing of Form 10 SEC review of Form 10 Confirmation of tax treatment Board action to declare record and distribution dates No shareholder vote required Anticipated completion within 9-12 months
Slide 13: Transaction Summary
Transaction Summary McDermott shareholders will own two public companies following the spin-off: B&W and J. Ray B&W and J. Ray are each leaders in their fields and are well-positioned to operate as standalone public companies The spin-off will enable B&W and J. Ray to pursue growth opportunities wit
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