chicago bridge & iron company...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TOTender 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 Person (Offeror))

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, EUR 0.01 par value(Title of Class of Securities)

167250109(CUSIP Number of Class of Securities)

John M. FreemanSenior Vice President,

General Counsel & Corporate SecretaryMcDermott International, Inc.

4424 West Sam Houston Parkway NorthHouston, Texas 77041

(281) 870-5000(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copiesto:

Ted W. ParisJames H. Mayor

Travis J. WoffordBaker Botts L.L.P.

910 Louisiana StreetHouston, Texas 77002

(713) 229-1234

CALCULATION OF FILING FEE

Transaction Valuation* Amount Of Filing Fee**$1,701,832,879 $211,878.19

* Estimated for purposes of calculating the amount of filing fee only. This amount is based on the product of (1) $16.07, the average of the high and low pricesper share of Chicago Bridge & Iron Company N.V. common stock, par value EUR 0.01 per share (“CB&I Common Stock”), on the New York StockExchange on March 26, 2018, multiplied by (2) 105,901,237, the maximum number of shares of CB&I Common Stock that may be exchanged in theExchange Offer (including shares of CB&I Common Stock underlying unexercised options to purchase shares of CB&I Common Stock and outstandingrestricted stock unit awards, in each case outstanding under CB&I’s equity-based incentive or other compensation plans as of March 26, 2018, as well as anestimate with respect to awards anticipated to be issued before the completion of the Combination).

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and SEC Fee Advisory #1 forFiscal Year 2018 equals 0.0001245 multiplied by the estimated transaction valuation.

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify

the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $251,101.30

Filing Parties: McDermott International, Inc.and Comet I B.V.

Form or Registration No.: Form S-4 Date Filed: January 24, 2018 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1. ☐ issuer tender offer subject to Rule 13e-4. ☐ going-private transaction subject to Rule 13e-3. ☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by McDermott International, Inc., a Panamanian corporation (“McDermott”), andMcDermott Technology, B.V., a company organized under the laws of the Netherlands and a direct wholly owned subsidiary of McDermott (“McDermott Bidco”).This Schedule TO relates to the offer by McDermott Bidco to exchange (the “Exchange Offer”) shares of McDermott common stock, par value $1.00 per share(“McDermott Common Stock”) for any and all issued and outstanding common shares, par value EUR 0.01 per share (“CB&I Common Stock”), of ChicagoBridge & Iron Company N.V., a public company with limited liability incorporated under the laws of the Netherlands (“CB&I”), upon the terms and subject to theconditions set forth in the Exchange Offer Prospectus (as defined below) and the related Letter of Transmittal (as defined below).

McDermott Bidco is offering to exchange each share of CB&I Common Stock that is validly tendered and not properly withdrawn pursuant to the Exchange Offerfor 2.47221 shares of McDermott Common Stock, or, if a 3-to-1 reverse stock split of the McDermott Common Stock has occurred prior to the time at whichMcDermott Bidco accepts all shares of CB&I Common Stock validly tendered and not properly withdrawn in the Exchange Offer, 0.82407 shares of McDermottCommon Stock, subject to the terms and conditions described in this Schedule TO.

In connection with the Exchange Offer, McDermott filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 onJanuary 24, 2018 (as it may be amended or supplemented from time to time, the “Registration Statement”) to, among other things, register the offer of shares ofMcDermott Common Stock in exchange for shares of CB&I Common Stock validly tendered and not properly withdrawn and accepted by McDermott Bidco in theExchange Offer. The terms and conditions of the Exchange Offer are set forth in the Exchange Offer Prospectus, which is a part of the Registration Statement andfiled as Exhibit (a)(4) hereto (as it may be amended or supplemented from time to time, the “Exchange Offer Prospectus”) and the related Letter of Transmittalfiled as Exhibit (a)(1)(i) hereto (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). Pursuant to General Instruction F toSchedule TO, the information set forth in the Exchange Offer Prospectus and the Letter of Transmittal and the instructions to the Letter of Transmittal therein,including any prospectus supplement or other supplement thereto related to the Exchange Offer hereafter filed with the SEC by McDermott or McDermott Bidco, ishereby expressly incorporated into this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the informationspecifically provided for in this Schedule TO. The Exchange Offer is being made pursuant to the Business Combination Agreement, dated as of December 18, 2017and amended as of January 24, 2018, as it may be amended or supplemented from time to time, by and among McDermott, McDermott Bidco, CB&I and the otherparties thereto (the “Business Combination Agreement”), copies of which are incorporated as Exhibits (d)(1) and (d)(2) to this Schedule TO and are incorporatedinto this Schedule TO by reference.

Item 1. Summary Term Sheet.

The information set forth in the sections of the Exchange Offer Prospectus entitled “Questions and Answers” and “Summary” is incorporated into this Schedule TOby reference.

Item 2. Subject Company Information.

(a) Name and Address. The subject company of the Exchange Offer is Chicago Bridge & Iron Company N.V., a public company with limited liabilityincorporated under the laws of the Netherlands. CB&I’s principal executive offices are located at Prinses Beatrixlaan 35, 2595 AK, The Hague, TheNetherlands and its telephone number at that location is 011-31-70-373-2010. The CB&I group’s administrative headquarters are located at One CB&IPlaza, 2103 Research Forest Drive, The Woodlands, TX 77380, USA and its telephone number at that location is (832) 513-1000.

(b) Securities . Shares of CB&I Common Stock are the subject securities in the Exchange Offer. Reference is made to the information relating to CB&ICommon Stock set forth in Amendment No. 4 to CB&I’s Registration Statement on Form 8-A, filed with the SEC on January 8, 2004, which isincorporated into this Schedule TO by reference. As of March 27, 2018, there were 102,544,213 shares of CB&I Common Stock outstanding.

(c) Trading market and price . The information set forth in the section of the Exchange Offer Prospectus entitled “Comparative Per Share MarketInformation and Dividend Information” is incorporated into this Schedule TO by reference.

Item 3. Identity and Background of Filing Person.

(a)-(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the sections ofthe Exchange Offer Prospectus entitled “Summary—Information About the Companies—McDermott Technology, B.V.,” “Summary—InformationAbout the Companies—McDermott International, Inc.,” “Business of McDermott” and “Other Information Regarding the Parties” is incorporated intothis Schedule TO by reference.

Item 4. Terms of the Transaction.

(a) Material Terms . The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO byreference: “Questions and Answers,” “Summary,” “The Exchange Offer,” “The Combination,” “The Business Combination Agreement,” “Descriptionof McDermott Common Stock,” “Comparison of Shareholder Rights,” and “Material Tax Consequences of the Combination,” as well as the coverpage and Annex A. In addition, the information set forth in the Letter of Transmittal is incorporated into this Schedule TO by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a)-(b) Transactions; Significant Corporate Events . The information set forth in the following sections of the Exchange Offer Prospectus is incorporated intothis Schedule TO by reference: “Summary,” “The Combination—Background of the Combination,” “The Combination—CB&I’s Reasons for theCombination; Recommendation of the CB&I Boards,” “The Combination—McDermott’s Reasons for the Combination; Recommendation of theMcDermott Board,” “The Combination—Interests of Certain Persons in the Combination,” “The Business Combination Agreement” and “OtherInformation Regarding the Parties.”

Item 6. Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in the sections of the Exchange Offer Prospectus entitled “The Exchange Offer—Purpose of the Exchange Offer,”“The Combination” and “The Business Combination Agreement” is incorporated into this Schedule TO by reference.

(c)(1)-(7) Plans . The information set forth in the sections of the Exchange Offer Prospectus entitled “Summary,” “The Exchange Offer—Purpose of theExchange Offer,” “The Combination,” “The Business Combination Agreement,” “Financing for the Combination” and “Post-CombinationGovernance and Management” is incorporated into this Schedule TO by reference.

Item 7. Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in the sections of the Exchange Offer Prospectus entitled “Summary,” “The Combination,” “The BusinessCombination Agreement,” “The Exchange Offer” and “Financing for the Combination” is incorporated into this Schedule TO by reference.

(b) Conditions . The information set forth in the sections of the Exchange Offer Prospectus entitled “Summary,” “Risk Factors,” “The Combination—Regulatory Approvals Related to the Combination,” “The Business Combination Agreement,” “The Exchange Offer” and “Financing for theCombination” is incorporated into this Schedule TO by reference.

(d) Borrowed Funds . The information set forth in the section of the Exchange Offer Prospectus entitled “Summary” and “Financing for the Combination”is incorporated into this Schedule TO by reference.

Item 8. Interest in Securities of the Subject Company.

(a)-(b) Securities Ownership; Securities Transactions . The information set forth in the section of the Exchange Offer Prospectus entitled “Other InformationRegarding the Parties” is incorporated into this Schedule TO by reference.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations . The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into thisSchedule TO by reference: “Opinion of Financial Advisors to McDermott—Goldman, Sachs & Co. LLC,” “Opinion of Financial Advisors toMcDermott—Greenhill & Co., LLC,” “Opinion of Financial Advisor to CB&I” and “The Business Combination Agreement—Additional Agreements—Expenses.”

Item 10. Financial Statements.

(a) Financial Information. The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO byreference: “Summary—Selected Historical Consolidated Financial Information of McDermott,” “Comparative Per Share Market Information andDividend Information” and “Where You Can Find More Information.” Additionally, the financial information set forth under Item 8 of McDermott’sAnnual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 21, 2017 (the “McDermott 10-K”),including the audited financial statements of McDermott as of December 31, 2016, 2015 and 2014 and for the years ended December 31, 2016, 2015and 2014, the financial information set forth under Item 1 of McDermott’s Quarterly Report on Form 10-Q, filed with the SEC on November 1, 2017(the “McDermott 10-Q”), including the unaudited financial statements of McDermott as of September 30, 2017 and for the nine months endedSeptember 30, 2017, the information set forth under Exhibit 12.1 of the McDermott 10-K and the McDermott 10-Q is incorporated into this ScheduleTO by reference.

(b) Pro Forma Information . The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TOby reference: “Summary—Selected Unaudited Pro Forma Combined Financial Information,” “Comparative Historical and Pro Forma Per ShareInformation” and “Unaudited Pro Forma Combined Financial Statements.”

(c) Summary Information . The information set forth in the following sections of the Exchange Offer Prospectus is incorporated into this Schedule TO byreference: “Summary—Selected Historical Consolidated Financial Information of McDermott” and “Comparative Per Share Market Information andDividend Information.”

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings . The information set forth in the following sections of the Exchange Offer Prospectusis incorporated into this Schedule TO by reference: “Summary,” “The Combination,” “The Business Combination Agreement,” “The Exchange Offer”and “Post-Combination Governance and Management.”

The shares of CB&I Common Stock are currently “margin securities” under the Regulations of the Board of Governors of the Federal Reserve System(the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit on the collateral of the shares.Depending upon factors similar to those described above regarding the market for the shares and listing, it is possible that, following the ExchangeOffer, the shares would no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board and,therefore, could no longer be used as collateral for loans made by brokers.

(c) Other Material Information. The information contained in the Exchange Offer Prospectus, the Letter of Transmittal and the documents incorporatedby reference in the Exchange Offer Prospectus, to the extent not already incorporated into this Schedule TO by reference, is incorporated into thisSchedule TO by reference.

Item 12. Exhibits.

(a)(1)(i) Letter of Transmittal and Instructions for Letter of Transmittal.*

(a)(1)(ii) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(iii) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(iv) Notice of Withdrawal of CB&I Common Stock.*

(a)(1)(v) Letter to CB&I 401(k) Plan Participants.*

(a)(1)(vi) Letter to Lutech Resources Savings Plan Participants.*

(a)(2)

Solicitation/Recommendation Statement on Schedule 14D-9 of CB&I (incorporated by reference to the Schedule 14D-9 filed by CB&I on March29, 2018).

(a)(4) Exchange Offer Prospectus, dated March 29, 2018.*

(a)(5)(i)

Joint Press Release, dated December 18, 2017, issued by McDermott and CB&I, dated December 18, 2017, announcing entry into the BusinessCombination Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McDermott on December 18,2017).

(a)(5)(ii)

Joint Investor Presentation, dated December 18, 2017, entitled “McDermott International + CB&I” (incorporated by reference to Exhibit 99.2 tothe Current Report on Form 8-K filed by McDermott on December 18, 2017).

(a)(5)(ii) Letter to Employees by Scott Munro (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(iv) Employee Video Transcript by David Dickson (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(v) Employee Questions (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(vi) Conference call invitation (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(vii) Letter to Employees by David Dickson (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(viii)

McDermott webpage entitled “McDermott and CB&I to Combine” (incorporated by reference to McDermott’s filing pursuant to Rule 425 onDecember 19, 2017).

(a)(5)(ix) Employee Guidelines (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(x) Integration Team Presentation (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(xi)

Transcript of conference call held by McDermott on December 18, 2017 (incorporated by reference to McDermott’s filing pursuant to Rule 425on December 19, 2017).

(a)(5)(xii)

McDermott Slide Presentation entitled “Town Hall” (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(xiii) Social media posts (incorporated by reference to McDermott’s filing pursuant to Rule 425 on December 19, 2017).

(a)(5)(xiv)

Email from Tony Brown, Chief Integration Officer, to McDermott employees (incorporated by reference to McDermott’s filing pursuant to Rule425 on December 26, 2017).

(a)(5)(xv)

Joint Investor Presentation, dated January 8, 2018 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed byMcDermott on January 8, 2018).

(a)(5)(xvi)

Press Release issued by McDermott, dated January 8, 2018 (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed byMcDermott on January 8, 2018).

(a)(5)(xvii)

Article written by Bloomberg Markets entitled “McDermott CEO Bets on Next Turnaround at Ailing Chicago Bridge” (incorporated by referenceto McDermott’s filing pursuant to Rule 425 on January 9, 2018).

(a)(5)(xviii) Social media posts (incorporated by reference to McDermott’s filing pursuant to Rule 425 on January 11, 2018).

(a)(5)(xix)

Integration communication to McDermott employees (incorporated by reference to McDermott’s filing pursuant to Rule 425 on January 16, 2018).

(a)(5)(xx)

Joint Press Release issued by McDermott and CB&I, dated January 25, 2018 (incorporated by reference to McDermott’s filing pursuant to Rule425 on January 25, 2018).

(a)(5)(xxi)

Integration communication to CB&I employees (incorporated by reference to McDermott’s filing pursuant to Rule 425 on January 30, 2018).

(a)(5)(xxii)

Integration communication to McDermott employees (incorporated by reference to McDermott’s filing pursuant to Rule 425 on February 5, 2018).

(a)(5)(xxiii)

Press Release issued by McDermott announcing McDermott’s financial results for the quarter and year ended December 31, 2017, datedFebruary 21, 2018 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by McDermott on February 21, 2018).

(a)(5)(xxiv)

McDermott Slide Presentation entitled “Q4 2017 Supplemental Information” (incorporated by reference to Exhibit 99.2 to the Current Report onForm 8-K filed by McDermott on February 21, 2018).

(a)(5)(xxv)

Annual Report on Form 10-K of McDermott for the fiscal year ended December 31, 2017 (filed with the SEC on February 21, 2018 andincorporated herein by reference).

(a)(5)(xxvi)

Annual Report on Form 10-K of CB&I for the fiscal year ended December 31, 2017 (filed with the SEC on February 21, 2018 and incorporatedherein by reference).

(a)(5)(xxvii)

McDermott Fourth Quarter 2017 Earnings Call Transcript (incorporated by reference to McDermott’s filing pursuant to Rule 425 on February 22,2018).

(a)(5)(xxviii)

Email to McDermott and CB&I employees, dated February 26, 2018 (incorporated by reference to McDermott’s filing pursuant to Rule 425 onFebruary 27, 2018).

(a)(5)(xxix)

Integration communication to McDermott and CB&I employees (incorporated by reference to McDermott’s filing pursuant to Rule 425 onMarch 13, 2018).

(a)(5)(xxx)

Joint Press Release issued by McDermott and CB&I, dated March 13, 2018 (incorporated by reference to McDermott’s filing pursuant to Rule425 on March 13, 2018).

(a)(5)(xxxi)

Joint Press Release issued by McDermott and CB&I, dated March 14, 2018 (incorporated by reference to McDermott’s filing pursuant to Rule425 on March 15, 2018).

(a)(5)(xxxii)

McDermott Slide Presentation entitled “McDermott International + CB&I” (incorporated by reference to Exhibit 99.1 to the Current Report onForm 8-K filed by McDermott on March 22, 2018).

(a)(5)(xxxiii)

Joint Press Release issued by McDermott and CB&I dated March 29, 2018 (incorporated by reference to Exhibit 99.1 to the Current Report onForm 8-K filed by McDermott on March 29, 2018).

(b)

Commitment Letter, dated December 18, 2017 to which McDermott International, Inc., Barclays Bank PLC, Crédit Agricole Corporate andInvestment Bank and Goldman Sachs Bank USA are parties (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filedby McDermott on December 18, 2017).

(d)(1)

Business Combination Agreement, dated 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 IIB.V, CB&I Oil & Gas Europe B.V., CB&I Group UK Holdings, CB&I Nederland B.V. and The Shaw Group, Inc. (incorporated by reference toExhibit 2.1 to the Current Report on Form 8-K filed by McDermott on December 18, 2017). †

(d)(2)

Amendment No. 1 to Business Combination Agreement and Partial Assignment and Assumption of Business Combination Agreement, datedJanuary 24, 2018, by and among McDermott International, Inc., McDermott Technology, B.V., McDermott Technology (2), B.V., McDermottTechnology (3), 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.(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by McDermott on January 24, 2018).

* Filed herewith† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. McDermott Bidco hereby undertakes to furnish supplementally copies of any of the

omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, however, that McDermott Bidco may request confidentialtreatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished

Item 13. Information Required by Schedule 13E-3.

Not applicable.

Participants in Proxy Solicitation

McDermott, CB&I and their respective directors and certain of their executive officers and employees may be deemed, under SEC rules, to be participants in thesolicitation of proxies from McDermott’s and CB&I’s shareholders in connection with the proposed transactions. Information regarding the officers and directorsof McDermott is included in its annual report on Form 10-K/A for the year ended December 31, 2017 filed with SEC on March 8, 2018. Information regarding theofficers and directors of CB&I is included in its annual report on Form 10-K/A

for the year ended December 31, 2017 filed with the SEC on March 22, 2018. Additional information regarding the persons who may be deemed participants andtheir interests will be set forth in the Registration Statement and joint proxy statement/prospectus and other materials when they are filed with the SEC inconnection with the proposed transactions. Free copies of these documents may be obtained as described in the paragraphs above.

Forward-Looking Statements

McDermott and CB&I caution 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, CB&I and the combined business. These forward-looking statementsinclude, among other things, statements about anticipated cost and revenue synergies, accretion, risks related to CB&I projects, best-in-class operations,opportunities to capture additional value from market trends, maintenance of a consistent customer approach to pricing, safety and transition issues, free cash flow,plans to de-lever, targeted credit ratings, expected completion date, and permanent debt financing. Although we believe that the expectations reflected in thoseforward-looking statements are reasonable, we can give no assurance that those expectations will prove to have been correct. Those statements are made by usingvarious underlying assumptions and are subject to numerous risks, contingencies and uncertainties, including, among others: the ability of McDermott and CB&I toobtain the shareholder approvals necessary to complete the proposed combination on the proposed timeline or at all; the risk that a condition to the closing of theproposed combination may not be satisfied or that the proposed combination may fail to close, including as the result of any inability to obtain the financing for thecombination; the outcome of any legal proceedings, regulatory proceedings or enforcement matters that may be instituted relating to the proposed combination; thecosts incurred to consummate the proposed combination; the possibility that the expected synergies from the proposed combination will not be realized, or will notbe realized within the expected time period; difficulties related to the integration of the two companies, the credit ratings of the combined business following theproposed combination; disruption from the proposed combination making it more difficult to maintain relationships with customers, employees, regulators orsuppliers; the diversion of management time and attention on the proposed combination; adverse changes in the markets in which McDermott and CB&I operate orcredit markets; the inability of McDermott or CB&I to execute on contracts in backlog successfully; changes in project design or schedules; the availability ofqualified personnel; changes in the terms, scope or timing of contracts, contract cancellations, change orders and other modifications and actions by customers andother business counterparties of McDermott and CB&I; or changes in industry norms; and adverse outcomes in legal or other dispute resolution proceedings. If oneor more of these risks materialize, or if underlying assumptions prove incorrect, actual results may vary materially from those expected. You should not placeundue reliance on forward looking statements. For a more complete discussion of these and other risk factors, please see each of McDermott’s and CB&I’s annualand quarterly filings with the SEC, including their respective annual reports on Form 10-K for the year ended December 31, 2017. This communication reflects theviews of McDermott’s management and CB&I’s management as of the date hereof. Except to the extent required by applicable law, McDermott and CB&Iundertake no obligation to update or revise any forward-looking statement.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete andcorrect.

Dated: March 29, 2018

MCDERMOTT INTERNATIONAL, INC.

By: /s/ David DicksonName: David DicksonTitle: President and Chief Executive Officer

MCDERMOTT TECHNOLOGY, B.V.

By: /s/ Stuart SpenceName: Stuart SpenceTitle: Managing Director

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 allshares held as book-entry within the account are being tendered hereby. If the indicated number exceeds the number of book-entry shares within theaccount, it will be assumed that the number of shares tendered is equal to the number of book-entry shares within the account.

By signing and submitting this Letter of Transmittal you warrant that these shares will not be sold, including through limit order request,unless properly withdrawn from the Exchange Offer.

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.

for

2.47221 shares of common stock of McDermott International, Inc. (“McDermott”) or, if a 3-to-1 reverse stock split ofMcDermott Common Stock (as defined herein) has occurred prior to the time at which McDermott Technology, B.V.

accepts shares of CB&I Common Stock (as defined herein) in the Exchange Offer, 0.82407 shares of McDermottCommon Stock

by

MCDERMOTT TECHNOLOGY, B.V.

Pursuant to the Exchange Offer Prospectus dated March 29, 2018

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:01 A.M., EASTERN TIME, ON MAY 10, 2018,UNLESS THE EXCHANGE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXCHANGE OFFEREXPIRATION TIME”) OR EARLIER TERMINATED. SHARES OF CB&I COMMON STOCK TENDERED PURSUANT TO THEEXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXCHANGE OFFER EXPIRATION TIME.

The Exchange Agent for the Exchange Offer is:

Computershare Trust Company, N.A.

ByOvernightMail:

Computershare Trust Company, N.A.Attn: Corporate Actions Voluntary Offer

Suite V250 Royall Street

Canton, MA 02021

ByFirstClassMail:

Computershare Trust Company, N.A.Attn: Corporate Actions Voluntary Offer

P.O. Box 43011Providence, RI 02940-3011

Corporate Actions Voluntary COY - CBIC

Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Exchange Agent.You must sign this Letter of Transmittal in the appropriate space provided below, with signature guarantee if required, and complete the InternalRevenue Service (“IRS”) Form W-9 enclosed herein or the appropriate IRS Form W-8, as applicable.

The Exchange Offer is not being made to (nor will tender of shares be accepted from or on behalf of) shareholders in any jurisdiction whereit would be illegal to do so.

The instructions contained within this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed.

Time is critical. Please complete and return promptly in accordance with the enclosed instructions.

If you have questions or requests for assistance, or would like additional copies of this Letter of Transmittal or any of the other documentsdelivered in connection with the Exchange Offer, you should contact MacKenzie Partners, Inc., the Information Agent for the Exchange Offer (the“Information Agent”), using the contact information on the last page of this Letter of Transmittal.

You should use this Letter of Transmittal to deliver to Computershare Trust Company, N.A. (the “Exchange Agent”) common shares, par value EUR0.01 per share (“CB&I Common Stock”), of Chicago Bridge & Iron Company N.V, a public limited liability company incorporated under the laws of theNetherlands (“CB&I”), for exchange, if (a) your shares are directly registered in your own name in CB&I’s shareholders register, including if you are arecord holder and hold shares in book-entry form on the books of CB&I’s transfer agent, or (b) if you hold shares in “street name” through The DepositoryTrust Company (“DTC”) in book-entry form, unless an Agent’s Message (as defined in Instruction 3 below) in lieu of this Letter of Transmittal is utilized.

If you wish to tender shares of CB&I Common Stock that are registered in the name of a broker, dealer, commercial bank, trust company or othernominee, you should contact your broker, dealer, commercial bank, trust company or other nominee and request that your broker, dealer, commercial bank,trust company or other nominee tenders such shares.

BECAUSE MCDERMOTT TECHNOLOGY, B.V. (“MCDERMOTT BIDCO”) IS NOT PROVIDING FOR GUARANTEED DELIVERYPROCEDURES, A HOLDER MUST ALLOW SUFFICIENT TIME FOR THE NECESSARY TENDER PROCEDURES TO BE COMPLETEDDURING THE NORMAL BUSINESS HOURS OF THE EXCHANGE AGENT PRIOR TO THE EXCHANGE OFFER EXPIRATION TIME.TENDERS NOT COMPLETED PRIOR TO THE EXCHANGE OFFER EXPIRATION TIME WILL BE DISREGARDED AND OF NOEFFECT. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY OTHER DOCUMENTS TO MCDERMOTT, MCDERMOTT BIDCO ORCB&I. SEND THESE DOCUMENTS ONLY TO THE EXCHANGE AGENT.

SUBJECT TO ( ONDER OPSCHORTENDE VOORWAARDE ), AND EFFECTIVE UPON, ACCEPTANCE FOR EXCHANGE OF THE SHARESOF CB&I COMMON STOCK VALIDLY TENDERED HEREWITH AND NOT PROPERLY WITHDRAWN ALL IN ACCORDANCE WITH THETERMS AND CONDITIONS OF THE EXCHANGE OFFER AND CONFIRMATION BY THE EXCHANGE AGENT THAT THE APPROPRIATENUMBER OF SHARES OF MCDERMOTT COMMON STOCK ARE HELD FOR THE BENEFIT OF THE TENDERING HOLDER OF CB&ICOMMON STOCK AS PAYMENT FOR SUCH TENDERED SHARES, THE PROPER COMPLETION AND DULY SIGNING OF THIS LETTER OFTRANSMITTAL WILL CONSTITUTE A PRIVATE DEED OF TRANSFER AS REQUIRED BY DUTCH LAW FOR THE TRANSFER OF THESHARES TENDERED HEREWITH TO MCDERMOTT BIDCO (OR TO MCDERMOTT BIDCO’s ASSIGNEE, IF MCDERMOTT BIDCODESIGNATES SUCH ASSIGNEE AND THIS LETTER OF TRANSMITTAL IS SUBSEQUENTLY SIGNED BY THE EXCHANGE AGENT ONBEHALF OF SUCH ASSIGNEE, IN EACH CASE PRIOR TO THE ACCEPTANCE FOR EXCHANGE OF AND EXCHANGE OF THE TENDEREDSHARES FOR SHARES OF MCDERMOTT COMMON STOCK), AND CB&I’S ACKNOWLEDGEMENT OF SUCH TRANSFER OF SUCHTENDERED SHARES. Corporate Actions Voluntary COY - CBIC

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Number of Shares Reflected in CB&I’s Shareholders Register:

(Please contact the Information Agent (using the contact information on the last page of this Letter of Transmittal) if your shares of CB&I Common Stockare directly registered in your own name on CB&I’s shareholders register and you do not have the numbers reflected in that register readily available). Corporate Actions Voluntary COY - CBIC

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IMPORTANTSHAREHOLDER: SIGN HERE

(Please complete the IRS Form W-9 enclosed herein or the appropriate IRS Form W-8, as applicable.) X Dated:

(Signature(s) of Registered Holder(s))

(Must be signed by the registered holder(s) exactly as name(s) appear(s) in CB&I’s shareholders register, or on a security position listing, or by theperson(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor,administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth fulltitle and see Instruction 2.) Name(s): Capacity (Full Title):

(See Instructions) Address:

(Include Zip Code) Area Code/Phone Number: Taxpayer Identification Number (Social Security Number or Employer Identification Number):

GUARANTEE OF SIGNATURE(S)(If required—See Instructions 1 and 2.)

APPLY MEDALLION GUARANTEE STAMP BELOW


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SPECIAL EXCHANGE INSTRUCTIONS(See Instructions 1, 2 and 5.)

To be completed ONLY if the shares (and cash in lieu of fractionalshares) are to be issued in the name of someone other than theundersigned. Please print.

Issue To: Name:

(First, Middle and Last Name) Address:

(Number and Street)

(Include Zip Code) Taxpayer Identification Number(Social Security Number orEmployer Identification Number):

(Recipient must complete the IRS Form W-9 enclosedherein or the appropriate IRS Form W-8, as applicable.)

SPECIAL DELIVERY INSTRUCTIONS(See Instructions 1, 2 and 5.)

To be completed ONLY if the shares (and cash in lieu of fractionalshares) are to be sent to someone other than the undersigned or to theundersigned at an address other than that shown in the box titled“Description of Shares Tendered.” Please print.

Mail To: Name:

(First, Middle and Last Name) Address:

(Number and Street)

(Include Zip Code)

IMPORTANT—PLEASE READ THIS INSTRUCTION BOOKLET CAREFULLYBEFORE COMPLETING THE ENCLOSED LETTER OF TRANSMITTAL

Ladies and Gentlemen:

The undersigned herewith tenders to McDermott Bidco the above-described shares of CB&I Common Stock pursuant to McDermott Bidco’s offer toexchange shares of McDermott Common Stock for any and all issued and outstanding shares of CB&I Common Stock, on the terms and subject to theconditions set forth in the exchange offer prospectus, dated March 29, 2018 (as it may be amended or supplemented from time to time, the “Exchange OfferProspectus”) and this Letter of Transmittal.

On the terms and subject to the conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditionsof such extension or amendment), subject to, and effective upon, (i) acceptance for exchange of the shares of CB&I Common Stock validly tenderedherewith, and not properly withdrawn, prior to the Exchange Offer Expiration Time, and (ii) confirmation by the Exchange Agent that the appropriatenumber of shares of McDermott Common Stock are held for the benefit of the undersigned, the undersigned hereby sells, assigns and transfers to, or uponthe order of, McDermott Bidco (or McDermott Bidco’s assignee, if McDermott Bidco designates such assignee and this Letter of Transmittal issubsequently signed by the Exchange Agent on behalf of such assignee, in each case prior to the acceptance for exchange of and exchange of the tenderedshares of CB&I Common Stock), all right, title and interest in and to all of the shares of CB&I Common Stock being tendered hereby and any and alldividends, distributions, rights, other shares of CB&I Common Stock or other securities issued or issuable in respect of such shares of CB&I CommonStock on or after the date hereof (collectively, “Distributions”) and, to the extent the tendered shares of CB&I Common Stock are directly registered in thename of the undersigned in CB&I’s shareholders register, the proper completion and signing of this Letter of Transmittal by the undersigned and by theExchange Agent on behalf of McDermott Bidco (or McDermott Bidco’s assignee, if applicable) and CB&I will constitute a private deed of transfer asrequired under Dutch law for the transfer of the shares of CB&I Common Stock tendered herewith and CB&I’s acknowledgement of such transfer of suchtendered shares of CB&I Common Stock.

In addition, subject to, and effective upon, (i) acceptance for exchange of the shares of CB&I Common Stock validly tendered herewith, and notproperly withdrawn, prior to the Exchange Offer Expiration Time, and (ii) confirmation by the Exchange Agent that the appropriate number of shares ofMcDermott Common Stock are held for the benefit of the undersigned, the undersigned hereby irrevocably appoints and authorizes McDermott Bidco as thetrue and lawful agent and attorney-in-fact and proxy with respect to such shares of CB&I Common Stock and any Distributions with full power ofsubstitution (such proxy and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered shares of CB&I CommonStock) to the fullest extent of the rights of the undersigned with respect to such shares of CB&I Common Stock and any Distributions (a) to deliver anyDistributions, or transfer ownership of such shares of CB&I Common Stock and any Distributions on the account books maintained by DTC, together, ineither such case, with all accompanying evidence of transfer and authenticity, to or upon the order of McDermott Bidco, (b) to transfer such shares of CB&ICommon Stock directly registered in the undersigned’s name in CB&I’s shareholders register and any Distributions in respect of such shares of CB&ICommon Stock to or upon the order of McDermott Bidco (or McDermott Bidco’s assignee, if applicable) to the extent not already transferred pursuant tothis Letter of Transmittal, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such shares of CB&I Common Stockand any Distributions, all in accordance with the terms and subject to the conditions of the Exchange Offer.

The undersigned hereby irrevocably appoints each of the designees of McDermott Bidco as the attorneys-in-fact and proxies of the undersigned, eachwith full power of substitution, to the fullest extent of the rights of the undersigned with respect to the shares of CB&I Common Stock tendered herebywhich have been accepted for exchange and with respect to any Distributions, all in accordance with the terms and subject to the conditions set forth in theExchange Offer Prospectus and this Letter of Transmittal. The designees of McDermott Bidco will, with respect to the shares of CB&I Common Stocktendered hereby and any associated Distributions for which the appointment is effective, be empowered to exercise all of the undersigned’s voting and anyother rights, as they, in their sole discretion, may deem proper at any annual, extraordinary, adjourned, postponed, convened or reconvened general meetingof CB&I shareholders. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered shares of CB&I Common Stock.Such appointment is Corporate Actions Voluntary COY - CBIC

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effective when, and only to the extent that, McDermott Bidco accepts the shares of CB&I Common Stock tendered with this Letter of Transmittal forexchange pursuant to the Exchange Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies andconsents given by the undersigned with respect to such shares of CB&I Common Stock and any associated Distributions will be revoked and no subsequentpowers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). McDermott Bidco reserves the right torequire that, in order for shares of CB&I Common Stock to be deemed validly tendered, immediately upon McDermott Bidco’s acceptance for exchange ofsuch shares of CB&I Common Stock, McDermott Bidco or its designees must be able to exercise full voting, consent and other rights, to the extentpermitted under applicable law, with respect to such shares of CB&I Common Stock and any associated Distributions, including voting at any meeting ofshareholders, or executing a written consent, concerning any matter.

Non-tendering CB&I shareholders who receive shares of McDermott Common Stock pursuant to the Liquidation Distribution rather thanthe Exchange Offer generally will be subject to a Dutch Dividend Withholding Tax. See the sections of the Exchange Offer Prospectus entitled“McDermott Common Stock Sale to Satisfy Dutch Dividend Withholding Tax Obligations” and “Material Tax Consequences of the Combination—Dutch Dividend Withholding Tax.”

CB&I shareholders who participate in the Exchange Offer will be able to exchange their shares of CB&I Common Stock for shares of McDermottCommon Stock without incurring Dutch Dividend Withholding Tax on the receipt of such shares of McDermott Common Stock.

In connection with the Exchange Offer and the undersigned’s tender of shares of CB&I Common Stock, by executing the Letter of Transmittal, theundersigned hereby represent and warrant to McDermott Bidco that:

1. the undersigned has full power and authority to tender, sell, assign and transfer the shares that the undersigned has tendered (and any and allother shares of CB&I Common Stock or other securities issued or issuable in respect of such shares);

2. when McDermott Bidco accepts such shares for exchange pursuant to the Exchange Offer, McDermott Bidco will acquire good, marketable andunencumbered title to such shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims;

3. the undersigned is the registered holder of the shares of CB&I Common Stock tendered hereby, or the undersigned is a participant in DTCwhose name appears on a security position listing as the owner of the shares of CB&I Common Stock tendered hereby;

4. the undersigned will, upon reasonable request, promptly execute and deliver any additional documents deemed by the Exchange Agent or

McDermott Bidco to be necessary or desirable to complete the sale, assignment and transfer of the shares of CB&I Common Stock and anyDistributions tendered hereby;

5. the undersigned shall promptly remit and transfer to the Exchange Agent for the account of McDermott Bidco (or McDermott Bidco’s assignee,if applicable) any and all Distributions in respect of the shares of CB&I Common Stock tendered hereby, accompanied by documentationsufficient for such transfer and, pending such remittance or appropriate assurance thereof, McDermott Bidco (or McDermott Bidco’s assignee,if applicable) shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price ordeduct from the purchase price the amount or value thereof, as determined by McDermott Bidco in its sole discretion;

6. the undersigned acknowledges that all authority the undersigned has conferred or agreed to confer in the Letter of Transmittal and all of the

undersigned’s obligations hereunder shall be binding upon the undersigned’s successors, assigns, heirs, executors, administrators, trustees inbankruptcy and legal representatives, and shall survive and not be affected by the undersigned’s death or incapacity.

7. the undersigned’s participation in the Exchange Offer and tender of such shares complied with the applicable laws of both the jurisdictionwhere the undersigned received the materials relating to the Exchange Offer and the jurisdiction from which the tender is being made; and Corporate Actions Voluntary COY - CBIC

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8. FOR NON-U.S. PERSONS: The undersigned acknowledges that McDermott Bidco has advised the undersigned that it has not taken any actionunder the laws of any country outside the United States to facilitate a public offer to exchange CB&I Common Stock or McDermott CommonStock in that country; that there may be restrictions that apply in other countries, including with respect to transactions in CB&I Common Stockor McDermott Common Stock in the undersigned’s home country; that, if the undersigned is located outside the United States, theundersigned’s ability to tender CB&I Common Stock in the Exchange Offer will depend on whether there is an exemption available under thelaws of the undersigned’s home country that would permit the undersigned to participate in the Exchange Offer without the need forMcDermott Bidco or McDermott to take any action to facilitate a public offering in that country or otherwise; that McDermott Bidco will relyon the undersigned’s representation that the undersigned’s participation in the Exchange Offer is made pursuant to and in compliance with theapplicable laws in the jurisdiction in which the undersigned is resident or from which the undersigned is tendering the undersigned’s shares andin a manner that will not require McDermott Bidco or McDermott to take any action to facilitate a public offering in that country or otherwise;and that McDermott Bidco will rely on the undersigned’s representations concerning the legality of the undersigned’s participation in theExchange Offer in determining to accept any shares that the undersigned is tendering for exchange.

By executing the Letter of Transmittal, the undersigned understands and agrees that, among other matters described in the Exchange OfferProspectus:

With respect to withdrawal, acceptance, exchange and delivery:

(i) the undersigned can withdraw its tender only in accordance with the procedures described in the Exchange Offer Prospectus under “TheExchange Offer—Procedures for Tendering” and in Instruction 8 hereof;

(ii) once McDermott Bidco accepts any of the shares that the undersigned has tendered, the undersigned’s tender is irrevocable, and theundersigned will be (a) deemed to have accepted the shares of McDermott Common Stock exchanged for such shares and to haverelinquished all rights with respect to the tendered and accepted shares of CB&I Common Stock and (b) entitled to receive such shares ofMcDermott Common Stock in book-entry form in a direct registered account in the undersigned’s name;

(iii) the number of shares of McDermott Common Stock the undersigned may receive in the Exchange Offer is determined by the ExchangeOffer Ratio, as described in the Exchange Offer Prospectus under “The Exchange Offer;”

(iv) McDermott’s transfer agent will (a) cause to be credited, in book-entry form to a direct registered account in the undersigned’s name, theshares of McDermott Common Stock to which the undersigned is entitled in the name(s) of the registered holder(s) shown on the Letter ofTransmittal (or, in the case of shares delivered through The Depository Trust Company (“DTC”), to the account of DTC so that DTC cancredit the relevant DTC participant and such participant can credit its respective account holders) as soon as practicable after acceptance ofshares of CB&I Common Stock in the Exchange Offer, and (b) mail a statement from McDermott’s transfer agent evidencing theundersigned’s holdings, as well as general information on the book-entry form of ownership;

(v) no fractional shares of McDermott Common Stock will be issued in the Merger, as described in the Exchange Offer Prospectus under “TheExchange Offer—Cash in Lieu of Fractional Shares of McDermott Common Stock”; to the extent that the undersigned otherwise would beentitled to a fractional share of McDermott Common Stock as a result of the application of the Exchange Offer Ratio, the undersigned willinstead receive an amount in cash equal to the product of the fractional share of McDermott Common Stock the undersigned otherwisewould be entitled to and the closing price for a share of McDermott Common Stock on the business day immediately preceding the ClosingDate;

With respect to the return of any shares of CB&I Common Stock not accepted for exchange:

(vi) if any shares of CB&I Common Stock are delivered and not accepted by McDermott Bidco for any reason pursuant to the terms andconditions of the Exchange Offer, the Exchange Agent will (a) in the case of Corporate Actions Voluntary COY - CBIC

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certificated shares, return such shares to the tendering holders and (b) in the case of shares tendered by book-entry transfer pursuant to theprocedures set forth in the Exchange Offer Prospectus under “The Exchange Offer—Procedures for Tendering,” credit such shares to anaccount maintained for the benefit of the undersigned with DTC, in each case promptly following expiration or termination of the ExchangeOffer;

With respect to delivery of shares of McDermott Common Stock or cash in lieu of fractional shares to persons other than the undersigned:

(vii) if the undersigned properly complies with the appropriate instructions hereto, including the Special Exchange Instructions and/or SpecialDelivery Instructions, and provides all necessary and proper documentary evidence, such as a power of attorney, the person designated in theSpecial Exchange Instructions or Special Delivery Instructions will receive the shares of McDermott Common Stock to which theundersigned is entitled in exchange for the undersigned’s tendered and accepted shares of CB&I Common Stock in the Exchange Offer,together with cash in lieu of fractional shares and, if applicable, any shares of CB&I Common Stock that are not accepted for exchange inthe Exchange Offer; provided that McDermott Bidco has no obligation pursuant to such instructions to transfer any shares from the name ofthe registered holder(s) thereof if McDermott Bidco does not accept any such shares for exchange;

(viii) if the undersigned completes the appropriate instructions under Instruction 5 hereto and such section is properly complied with, McDermott

Bidco will mail any checks for cash in lieu of fractional shares to which the undersigned is entitled, in the name(s) and to the address soindicated;

With respect to matters relating to the undersigned’s tender generally:

(ix) the delivery and surrender of the shares (including shares of CB&I Common Stock tendered herewith) that the undersigned has tendered isnot effective, and the undersigned will not receive shares of McDermott Common Stock in exchange for the shares tendered herewith unlessand until the Exchange Agent receives a duly completed and signed Letter of Transmittal for shares of CB&I Common Stock (including anysignature guarantees that may be required) or, in the case of shares delivered by book-entry transfer through DTC, an agent’s message (asdefined in Instruction 3 below), in either case, together with any other required documents and pursuant to the procedures set forth in theExchange Offer Prospectus under “The Exchange Offer—Procedures for Tendering;”

(x) no tender of shares of CB&I Common Stock is valid until all defects and irregularities in such tenders have been cured or waived;

(xi) neither McDermott Bidco nor the Exchange Agent or any other person is under any duty to give notification of any defects or irregularitiesin the tender of any shares of CB&I Common Stock or will incur any liability for failure to give any such notification;

(xii) a tender of shares of CB&I Common Stock made pursuant to any method of delivery as described in the Exchange Offer Prospectus,together with McDermott Bidco’s acceptance for exchange of such shares pursuant to the procedures described in the Exchange OfferProspectus under “The Exchange Offer—Procedures for Tendering” and in the Instructions hereto, will constitute a binding agreementbetween us upon the terms and subject to the conditions of the Exchange Offer; and

(xiii) all questions as to the form of documents (including notices of withdrawal) and the validity, form, eligibility (including time of receipt) andacceptance for exchange of any tender of shares of CB&I Common Stock will be determined by McDermott Bidco in its sole discretion, andMcDermott Bidco’s interpretation of the terms and conditions of the Exchange Offer (including the Letter of Transmittal and instructionsthereto) will be final and binding, subject to any judgment of any court of competent jurisdiction.


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INSTRUCTIONS

Forming Part of the Terms and Conditions of this Exchange Offer

IMPORTANT: IN ORDER FOR YOU TO PARTICIPATE IN THE EXCHANGE OFFER, THE EXCHANGE AGENT MUST RECEIVE,ON OR BEFORE 12:01 A.M., EASTERN TIME, ON MAY 10, 2018, OR SUCH OTHER TIME TO WHICH THE EXCHANGE OFFEREXPIRATION TIME IS EXTENDED, (A) (i) THE LETTER OF TRANSMITTAL FOR THE SHARES OF CB&I COMMON STOCK,PROPERLY COMPLETED AND DULY EXECUTED, WITH ANY REQUIRED SIGNATURE GUARANTEES, OR (ii) IN THE CASE OFSHARES DELIVERED BY BOOK-ENTRY TRANSFER THROUGH DTC, AN AGENT’S MESSAGE; AND (B) ANY OTHER REQUIREDDOCUMENTS.

1. Signatures on Letter of Transmittal; Stock Powers and Endorsements . If the Letter of Transmittal is signed by the registered holder(s) of the sharesof CB&I Common Stock tendered therewith, the signature(s) must correspond with the name(s) as reflected on the Letter of Transmittal and as registereddirectly in CB&I’s shareholders register (“Direct Registration Shares”), without alteration, enlargement or any change whatsoever. If any of the shares ofCB&I Common Stock tendered by the Letter of Transmittal are owned of record by two or more joint owners, each such owner must sign the Letter ofTransmittal. If any tendered shares are registered in the names of different holders, it will be necessary to complete, sign and submit as many separateLetters of Transmittal as there are different registrations of those tendered shares.

If the Letter of Transmittal or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or otherperson acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit to the Exchange Agent proper evidencesatisfactory to McDermott Bidco of the authority of such person to so act.

If Direct Registration Shares are registered in the name of a person other than the person who signs the Letter of Transmittal, the Letter of Transmittalmust be accompanied by appropriate stock powers signed exactly as the name or names of the registered owner or owners appear on the Letter ofTransmittal accompanying the tender of Direct Registration Shares without alteration, enlargement or any change whatsoever, with the signature(s) on thestock powers guaranteed by an eligible institution (as defined below in Instruction 2).

2. Signature Guarantees . All signatures on the Letter of Transmittal (other than the Exchange Agent’s signature(s), if applicable) must be guaranteedby a financial institution that is a member in good standing of the Securities Transfer Agents Medallion Program or by an eligible guarantor institution (asdefined in Rule 17Ad-15 under the Exchange Act) (each of the foregoing, an “Eligible Institution”), unless (a) the Letter of Transmittal is signed by theregistered holder(s) of shares of CB&I Common Stock tendered therewith, and such holder(s) has (have) not completed the box titled “Special ExchangeInstructions” or the box titled “Special Delivery Instructions” enclosed with the Letter of Transmittal or (b) such shares of CB&I Common Stock aretendered for the account of an Eligible Institution. Holders of shares of CB&I Common Stock may also need the signature on such documents to beguaranteed. See Instruction 1.

3. Delivery of Letter of Transmittal and Book-Entry Confirmations . The Letter of Transmittal shall be used if shares of CB&I Common Stockdirectly registered in your name are to be tendered, including if (a) you are a record holder and hold such shares in book-entry form on the books of CB&I’stransfer agent, or (b) shares are held in “street” name are to be tendered through The Depository Trust Company (“DTC”) in book-entry form, unless anAgent’s Message (as defined below) in lieu of this Letter of Transmittal is utilized. You must return an original executed copy of the Letter of Transmittal tothe Exchange Agent to one of the addresses set forth at the end of this Instruction Booklet.

Please do not send any Letters of Transmittal or other documents directly to McDermott or McDermott Bidco. The Exchange Agent must receive,prior to the Exchange Offer Expiration Time, at its address set forth herein:

(i) if your shares are directly registered in your own name in CB&I’s shareholders register, including if you are a record holder and you hold

shares in book-entry form on the books of CB&I’s transfer agent, the following must be received by the Exchange Agent at one of its addressesset forth in the letter of transmittal prior to the Exchange


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Offer Expiration Time: (a) the letter of transmittal, properly completed and duly executed, and (b) any other documents required by the letter oftransmittal;

(ii) if your shares are held in “street” name and are being tendered by book-entry transfer into an account maintained at DTC, the following must bereceived by the Exchange Agent at one of its addresses set forth in the letter of transmittal prior to the Exchange Offer Expiration Time: (a) theletter of transmittal, properly completed and duly executed, or an Agent’s Message; (b) a book-entry confirmation from DTC; and (c) any otherrequired documents.

THE METHOD USED TO DELIVER ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THEELECTION AND RISK OF THE TENDERING SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS IS NOT EFFECTIVE ANDRISK OF LOSS OF THE SHARES DOES NOT PASS TO MCDERMOTT BIDCO UNTIL THE EXCHANGE AGENT RECEIVES SUCHDOCUMENTS (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER THROUGH DTC, AN AGENT’S MESSAGE). IF DELIVERYIS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITHRETURN RECEIPT REQUESTED AND PROPERLY INSURED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURETIMELY DELIVERY.

LETTERS OF TRANSMITTAL MUST BE RECEIVED IN THE OFFICE OF THE EXCHANGE AGENT BY 12:01 A.M., EASTERNTIME, ON MAY 10, 2018, OR SUCH TIME TO WHICH THE EXCHANGE OFFER EXPIRATION TIME IS EXTENDED.

No alternative, conditional or contingent tenders will be accepted. All tendering shareholders, by executing the Letter of Transmittal or causing anAgent’s Message to be delivered, waive any right to receive any notice of the acceptance of their shares of CB&I Common Stock for exchange.

All questions as to the form of documents (including notices of withdrawal) and the validity, form, eligibility (including time of receipt) andacceptance for exchange of a tender of shares of CB&I Common Stock will be determined by McDermott Bidco in its sole discretion, and thatdetermination shall be final and binding, subject to any judgment of any court of competent jurisdiction. McDermott Bidco may delegate such power inwhole or in part to the Exchange Agent. A valid tender will not be deemed to have been made until all defects and irregularities have been cured or waived,but McDermott Bidco reserves the right to waive any irregularities or defects in the tender of any shares of CB&I Common Stock.

If you hold shares of CB&I Common Stock through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should notuse the Letter of Transmittal to direct the tender of your shares, but instead should follow the instructions sent to you separately by that institution. If thatinstitution holds shares of CB&I Common Stock through DTC, it must ensure that the Exchange Agent receives an Agent’s Message from DTC confirmingthe book-entry transfer of your shares of CB&I Common Stock. The term “Agent’s Message” means a message transmitted by DTC to, and received by, theExchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from DTC participanttendering the shares that are the subject of such book-entry confirmation, that such participant has received and agrees to be bound by the terms of the letterof transmittal and that McDermott Bidco may enforce that agreement against such participant.

The Exchange Agent will establish an account with respect to the shares of CB&I Common Stock at DTC for purposes of the Exchange Offer, andany eligible institution that is a participant in DTC may make book–entry delivery of shares of CB&I Common Stock by causing DTC to transfer suchshares into the Exchange Agent’s account at DTC in accordance with DTC’s procedure for the transfer. Delivery of documents to DTC does not constitutedelivery to the Exchange Agent.

4. Inadequate Space . If the space provided in the Letter of Transmittal is inadequate, the number of shares of CB&I Common Stock and any otherrequired information should be listed on a separate schedule and attached to the Letter of Transmittal. Each page of such schedule should be separatelysigned in the same manner as the Letter of Transmittal is signed. Corporate Actions Voluntary COY - CBIC

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5. Special Exchange and Special Delivery Instructions . If the shares of McDermott Common Stock to which the undersigned is entitled in exchangefor the undersigned’s tendered and accepted shares of CB&I Common Stock in the Exchange Offer and the check for cash in lieu of fractional shares are tobe issued in the name of a person other than the signer(s) of the Letter of Transmittal or mailed to an address other than that shown in the box on the firstpage of the Letter of Transmittal, or, if applicable, any shares of CB&I Common Stock that are not accepted for exchange in the Exchange Offer are to bereturned by credit to an account maintained at DTC other than that from which such book-entry shares were delivered, then the appropriate instructions inthe “Special Exchange Instructions” and “Special Delivery Instructions,” as applicable, enclosed with the Letter of Transmittal should be completed.

6. Requests for Assistance or Additional Copies . You may direct any questions or requests for assistance to the Information Agent at its telephonenumber and address set forth on the last page of this Instruction Booklet, or to your broker, dealer, commercial bank, trust company, custodian or similarinstitution. You may obtain additional copies of the Exchange Offer Prospectus, the Letter of Transmittal, this Instruction Booklet, the form of notice ofwithdrawal and other Exchange Offer materials from the Information Agent at McDermott’s expense.

7. IRS FORM W-9/IRS FORM W-8 . Under U.S. federal income tax law, a tendering shareholder who is a “United States person” for U.S. federalincome tax purposes is required to provide the Exchange Agent with such shareholder’s correct Taxpayer Identification Number (“TIN”), generally theshareholder’s social security or federal employer identification number, and certify that such shareholder is not subject to backup withholding bycompleting the enclosed IRS Form W-9, or otherwise establish a basis for exemption from backup withholding. If the Exchange Agent is not provided witha United States person’s correct TIN and other information and certifications required on IRS Form W-9 or an adequate basis for an exemption from backupwithholding before payment is made, payments of cash made to such United States person in respect of fractional shares may be subject to backupwithholding at the applicable rate (currently 24%), and such United States person may be subject to a penalty imposed by the IRS. Please review theinstructions on the enclosed IRS Form W-9 for additional details.

Certain shareholders (including, among others, all corporations and certain foreign persons) are exempt from these backup withholding requirements.A tendering shareholder who is not a United States person may qualify as an exempt recipient by providing the Exchange Agent with a properly completedappropriate IRS Form W-8, signed under penalties of perjury, attesting to such shareholder’s foreign status or by otherwise establishing an exemption. IRSForms W-8 (and the instructions thereto) can be obtained from the Exchange Agent or the IRS website (www.irs.gov). Such shareholders are urged toconsult a tax advisor to determine which IRS Form W-8 is appropriate.

Failure to complete the enclosed IRS Form W-9 or appropriate IRS Form W-8, as applicable, will not, by itself, cause the shares of CB&ICommon Stock surrendered by a holder of shares of CB&I Common Stock to be deemed invalidly tendered, but may require the Exchange Agentto backup withhold at the applicable rate (currently 24%) from any payments of cash made to such holder in respect of fractional shares. U.S.federal backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding may bereduced by the amount of tax withheld. If backup withholding results in an overpayment of tax, a refund or a credit may generally be obtained,provided that the required information is timely furnished to the IRS. Each holder of CB&I Common Stock should consult its tax advisorregarding qualification for an exemption from backup withholding.

Please consult your tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, IRSForm W-8BEN-E or IRS Form W-8ECI (or other applicable IRS Form W-8) to claim exemption from U.S. federal backup withholding.

For additional information regarding the U.S. federal income tax consequences of the Exchange Offer, see “Material Tax Consequences ofthe Combination” in the Exchange Offer Prospectus.

8. Withdrawal . You may properly withdraw shares of CB&I Common Stock previously tendered pursuant to the Exchange Offer at any time before12:01 a.m., Eastern time, on May 10, 2018, or such time to which the Exchange Offer Expiration Time is extended. On and after the Closing Date, you willno longer be able to withdraw your previously tendered Corporate Actions Voluntary COY - CBIC

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shares and tenders of shares made pursuant to the Exchange Offer will be irrevocable; provided, that, if McDermott Bidco has not yet accepted shares ofCB&I Common Stock tendered for exchange, any CB&I shareholder may withdraw its tendered shares after the 60th day following commencement of theExchange Offer. To properly withdraw your previously tendered shares, you must provide a written or facsimile transmission notice of withdrawal to theExchange Agent which must be timely received by the Exchange Agent prior to the Exchange Offer Expiration Time at the appropriate address set forth onthe back cover of the Exchange Offer Prospectus. That notice must include the name(s) of the person(s) having tendered the shares of CB&I Common Stockto be withdrawn, the number of tendered shares of CB&I Common Stock to be withdrawn and the name(s) of the holder(s) of the tendered shares of CB&ICommon Stock to be withdrawn, if different from that of the person(s) who tendered such shares. McDermott Bidco has provided to registered holders aform of notice of withdrawal, which you may use to withdraw your shares. You may obtain additional forms of notices of withdrawal from the InformationAgent.

If shares have been tendered pursuant to the procedures for book-entry tender through DTC, any notice of withdrawal must comply with DTC’sprocedures.

If you hold your shares through a broker, dealer, commercial bank, trust company, custodian or similar institution, you should consult that institutionon the procedures you must comply with and the time by which such procedures must be completed in order for that institution to provide a written noticeof withdrawal to the Exchange Agent on your behalf before the Exchange Offer Expiration Time. If you hold your shares through such an institution, thatinstitution must deliver the notice of withdrawal with respect to any shares you wish to withdraw. In such a case, as a beneficial owner and not a registeredshareholder, you will not be able to provide a notice of withdrawal for such shares directly to the Exchange Agent. Any shares of CB&I Common Stockvalidly withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer. However, you may re-tender withdrawn shares ofCB&I Common Stock by following one of the procedures described in the Exchange Offer Prospectus under “The Exchange Offer—Procedures forTendering” at any time prior to the Exchange Offer Expiration Time.

If you hold your shares through the CB&I Plans (as defined below), you may withdraw or change your previously submitted instructions to the plantrustee by issuing a new instruction to the trustee which will cancel any prior instruction. Any new instructions must be provided in accordance with thespecial exchange instructions being sent to you by the plan trustee and must be received by 3:00 p.m. Eastern Time two business days prior to the date onwhich the Exchange Offer Expiration Time occurs.

Except as otherwise provided above, any tender made under the Exchange Offer is irrevocable.

9. CB&I Plans. Participants in the Chicago Bridge & Iron Savings Plan or the Lutech Resources 401(k) Savings Plan (the “CB&I Plans”) shouldfollow the special instructions that are being sent to them by the plan trustee. Such participants should not use the Letter of Transmittal to direct the tenderof shares of CB&I Common Stock held in the CB&I Plans. As described in the special instructions, such participants may direct the plan trustee to tenderall, some or none of the shares of CB&I Common Stock allocable to their plan account, subject to any limitations set forth in any instructions provided bythe plan trustee. To allow sufficient time for the tender of shares by the plan trustee, tendering holders will be required to provide the requisite instructionsso that such instructions are received and processed by 3:00 p.m. Eastern time two business days prior to the date on which the Exchange Offer ExpirationTime occurs, unless the Exchange Offer is extended. If the Exchange Offer is extended, and if administratively feasible, the deadline for receipt of suchparticipant’s directions may also be extended.

10. Conditions; Waiver of Conditions . The Offer is subject to various conditions described in the Exchange Offer Prospectus under “The ExchangeOffer—Conditions to the Exchange Offer as Part of the Combination” that must be satisfied or waived. McDermott and CB&I may waive certain of theconditions to the Exchange Offer prior to the Exchange Offer Expiration Time. If the conditions are not satisfied, or, where permissible, waived, theExchange Offer will not be completed and tendered shares of CB&I Common Stock will be returned to the relevant CB&I shareholders. Corporate Actions Voluntary COY - CBIC

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11. Irregularities . McDermott Bidco reserves the absolute right to reject any and all tenders of shares of CB&I Common Stock that it determines arenot in proper form or the acceptance of or exchange for which may, in the opinion of its counsel, be unlawful. McDermott and McDermott Bidco alsoreserves the right to waive any of the co

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