Item 3.03. Material Modification of Rights of Security Holders.

The information set forth below in Item 8.01 of this Form 8-K regarding the Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock, Docket No. 155, is incorporated herein by reference.

Item 8.01. Other Events.

As previously reported, on January 21, 2020, McDermott International Inc., a Panamanian corporation ("McDermott"), and certain of its subsidiaries, filed voluntary petitions (the "Chapter 11 Cases") for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Chapter 11 Cases are being jointly administered under the caption In re McDermott International, Inc., et al., No. 20-30336 (DRJ).

On January 23, 2020, the Bankruptcy Court entered the Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock, Docket No. 155, (the "Order"). The Order sets forth the procedures (including notice requirements) that certain holders (collectively, the "Shareholders") of McDermott's Common Stock, par value $1.00 per share (the "Common Stock"), 12% Preferred Stock, par value $1.00 per share (the "12% Preferred Stock"), and Series A Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock" and, together with the 12% Preferred Stock and the Common Stock, the "Stock"), and potential Shareholders, must comply with regarding transfers of, or declarations of worthlessness with respect to, the Stock and certain obligations with respect to notifying McDermott and certain other notice parties, as indicated in the Order, with respect to current Stock ownership (collectively, the "Procedures"). The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the Order by the Bankruptcy Court.

Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio, and (a) the person or entity making such a transfer will be required to take remedial actions specified by the Bankruptcy Court to appropriately reflect that such transfer of McDermott's Stock is null and void ab initio and (b) the person or entity making such a declaration of worthlessness in violation of the Procedures with respect to McDermott's Stock will be required to file an amended tax return revoking such declaration and any related deduction to reflect that such declaration is void ab initio.

The foregoing description of the Order is qualified in its entirety by reference to the Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock, Docket No. 155, filed as Exhibit 99.1 hereto and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed with this report:



   Exhibit
     No.                                       Description

  Exhibit 99.1        Order Approving Notification and Hearing Procedures for Certain
                    Transfers of and Declarations of Worthlessness with Respect to
                    Common Stock and Preferred Stock, Docket No. 155.

  104               Cover Page Interactive Data File (embedded within the Inline XBRL
                    document).

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