DEBT | DEBT Our outstanding debt at March 31, 2018 and December 31, 2017 was as follows: March 31, December 31, Current Revolving facilities and other short-term borrowings $ 1,388,151 $ 1,102,151 Current maturities of long-term debt 1,148,469 1,167,219 Less: unamortized debt issuance costs (3,111 ) (6,928 ) Current maturities of long-term debt, net of unamortized debt issuance costs 1,145,358 1,160,291 Current debt, net of unamortized debt issuance costs $ 2,533,509 $ 2,262,442 Long-Term Second Term Loan: $500,000 term loan (interest at LIBOR plus a floating margin) $ 421,996 $ 440,746 Senior Notes: $800,000 senior notes, series A-D (fixed interest ranging from 7.57% to 9.15%) 584,596 584,596 Second Senior Notes: $200,000 senior notes (fixed interest of 7.53%) 141,877 141,877 Less: current maturities of long-term debt (1,148,469 ) (1,167,219 ) Long-term debt, net of unamortized debt issuance costs $ — $ — Committed Facilities —We have a five -year, $1,150,000 committed revolving credit facility (the “Revolving Facility”) with Bank of America N.A. (“BofA”), as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole Corporate and Investment Bank (“Credit Agricole”) and TD Securities, each as syndication agents, which expires in October 2018. The Revolving Facility has a $100,000 total letter of credit sublimit. At March 31, 2018 , we had $847,402 and $71,891 of outstanding borrowings and letters of credit, respectively, under the facility (including $45 of financial letters of credit), providing $227,101 of available capacity, of which $28,109 was available for letters of credit based on our total letter of credit sublimit. We also have a five -year, $800,000 committed revolving credit facility (the “Second Revolving Facility”) with BofA, as administrative agent, and BNP Paribas Securities Corp., BBVA Compass, Credit Agricole and Bank of Tokyo Mitsubishi UFJ, each as syndication agents, which expires in July 2020. The Second Revolving Facility has a $100,000 total letter of credit sublimit. At March 31, 2018 , we had $540,749 of outstanding borrowings and $99,494 of outstanding letters of credit under the facility (including $2,705 of financial letters of credit), providing $157,129 of available capacity, of which $506 was available for letters of credit based on our total letter of credit sublimit. Maximum outstanding borrowings under our Revolving Facility and Second Revolving Facility (together, “Committed Facilities”) during the three months ended March 31, 2018 , were approximately $1,700,000 . We are assessed quarterly commitment fees on the unutilized portion of the facilities as well as letter of credit fees on outstanding letters of credit. Interest on borrowings is assessed at either prime plus 4.00% or LIBOR plus 5.00% . In addition, fees for financial and performance letters of credit are 5.00% and 3.50% , respectively. During the three months ended March 31, 2018 , our weighted average interest rate on borrowings under the Revolving Facility and Second Revolving Facility was approximately 6.89% and 8.02% , respectively, inclusive of the applicable floating margin. As a result of the 2017 amendments described below, our debt obligations under the Committed Facilities are required to be repaid in connection with the consummation of the Combination. The Committed Facilities have financial and restrictive covenants described further below. Uncommitted Facilities —We have various short-term, uncommitted letter of credit facilities (the “Uncommitted Facilities”) across several geographic regions, under which we had $1,599,404 of outstanding letters of credit as of March 31, 2018 . Term Loan —At March 31, 2018 , we had $421,996 outstanding under a five -year, $500,000 term loan (the “Term Loan”) with BofA as administrative agent. Interest and principal under the Term Loan is payable quarterly in arrears, and interest is assessed at either prime plus 4.00% or LIBOR plus 5.00% . During the three months ended March 31, 2018 , our weighted average interest rate on the Term Loan was approximately 7.10% , inclusive of the applicable floating margin. Future annual maturities for the Term Loan are $56,250 , $75,000 and $290,746 for 2018 , 2019 and 2020 , respectively. As a result of the 2017 amendments described below, our debt obligations under the Term Loan are required to be repaid in connection with the consummation of the Combination. The Term Loan has financial and restrictive covenants described further below. Senior Notes— We have a series of senior notes totaling $584,596 in aggregate principal amount outstanding as of March 31, 2018 (the “Senior Notes”). The Senior Notes include Series A through D and contained the following terms at March 31, 2018 : • Series A—Interest due semi-annually at a fixed rate of 9.15% , with principal of $104,653 due in August 2018 • Series B—Interest due semi-annually at a fixed rate of 7.57% , with principal of $165,784 due in December 2019 • Series C—Interest due semi-annually at a fixed rate of 8.15% , with principal of $195,219 due in December 2022 • Series D—Interest due semi-annually at a fixed rate of 8.30% , with principal of $118,940 due in December 2024 We also have senior notes totaling $141,877 in aggregate principal amount outstanding as of March 31, 2018 (the “Second Senior Notes”) with BofA as administrative agent. Interest is payable semi-annually at a fixed rate of 7.53% , with principal of $141,877 due in July 2025 . The Senior Notes and Second Senior Notes (together, the “Notes”) also include provisions relating to our credit profile, which if not maintained will result in an incremental annual cost of up to 1.50% of the outstanding balance under the Notes. Further, the Notes include provisions relating to our leverage, which if not maintained, could result in an incremental annual cost of up to 1.00% (depending on our leverage level) of the outstanding balance under the Notes, provided that the incremental annual cost related to our credit profile and leverage cannot exceed 2.00% per annum. Finally, the Notes are subject to a make-whole premium in connection with certain prepayment events. As a result of the 2017 amendments described below, our debt obligations under the Notes are required to be repaid in connection with the consummation of the Combination. The Notes have financial and restrictive covenants described further below. Compliance — As a result of noncompliance with certain financial covenants during 2017, and in connection with the decision to pursue the Combination, we entered into a series of amendments for our Committed Facilities, Term Loan and Notes (collectively, the “Senior Facilities”) during 2017. The amendments adjusted certain original and amended financial and restrictive covenants, introduced new financial and restrictive covenants, and waived noncompliance with certain covenants and other defaults and events of default. The amendments: • Require us to secure the Senior Facilities through the pledge of cash, accounts receivable, inventory, fixed assets, certain real property, and stock of subsidiaries, which resulted in substantially all of our assets, subject to customary exceptions, being pledged as collateral for our Senior Facilities. • Prohibit mergers and acquisitions (other than the Combination), open-market share repurchases and dividend payments and certain inter-company transactions. • Require us to repay portions of the Senior Facilities with the issuance of any unsecured debt that is subordinate (“Subordinated Debt”) to the Senior Facilities, the issuance of any equity securities, or the sale of any assets. • Provide for required minimum levels of trailing 12-month earnings before interest, taxes, depreciation and amortization (“EBITDA”) as follows: $500,000 at March 31, 2018, $500,000 at June 30, 2018, $550,000 at September 30, 2018, and $575,000 at December 31, 2018 and each quarter thereafter. Trailing 12-month EBITDA for purposes of determining compliance with the Minimum EBITDA covenant is adjusted to exclude: an agreed amount attributable to restructuring or integration charges during the third and fourth quarters of 2017 and an agreed amount attributable to charges on certain projects which occurred during 2017 (collectively, the “EBITDA Addbacks”). • Provide for a maximum leverage ratio of 1.75 (“Maximum Leverage Ratio”) and a minimum fixed charge ratio of 2.25 (“Minimum Fixed Charge Coverage Ratio”), but waive any noncompliance with the Maximum Leverage Ratio or Minimum Fixed Charge Coverage Ratio beginning on December 18, 2017 and ending on the earlier of (i) June 18, 2018 or (ii) the occurrence of certain Combination termination events (the “Covenant Relief Period”). Trailing 12-month EBITDA for purposes of determining compliance with the Maximum Leverage Ratio and consolidated net income for purposes of determining compliance with the Minimum Fixed Charge Coverage Ratio would be adjusted for the EBITDA Addbacks. • Extend the maturity of the Series A Senior Notes, from December 27, 2017 to August 31, 2018. • Requires us to maintain a minimum aggregate availability under our Committed Facilities, including borrowings and letters of credit, of $50,000 during the Covenant Relief Period, and $250,000 thereafter. • Limit the amount of certain of our funded indebtedness to $2,900,000 less the aggregate amount of all scheduled repayments and mandatory prepayments of such funded indebtedness, but for the duration of the Covenant Relief Period, increase the limit from $3,000,000 to $3,140,000 . • Provide for the: (i) filing of a joint proxy statement/prospectus (“Form S-4”) by February 15, 2018, (ii) filing of a solicitation/recommendation statement on Schedule 14D-9 as promptly as reasonably practicable following (but in any event by no later than 10 business days after) the commencement of the exchange offer related to the Combination, and (iii) duly calling and giving notice of a meeting of the Company’s shareholders as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act of 1933, as amended (but in any event by no later than May 18, 2018) (collectively, the “Combination Milestones”). Each of the Combination Milestones was achieved during the first quarter 2018. • Provide for completion of the Combination by June 18, 2018 (the “Combination Closing Deadline”). • Provide for the mandatory repayment of the outstanding debt under the Senior Facilities on the day of the closing of the Combination, which in the case of the Notes, is to be at the price of the make-whole amount as modified by the amendments. At March 31, 2018, we had an accrual of approximately $27,700 within accrued liabilities related to the anticipated modified make-whole payment. • Provide for certain events of default in respect of the Combination, including: (i) termination of documentation related to the Combination, (ii) failure of the applicable proposals related to the Combination to be brought for a vote by the shareholders of the Company or McDermott, (iii) the failure of the shareholders of either McDermott or the Company to approve the applicable proposals related to the Combination at their respective shareholder meetings, subject to a seven day grace period, (iv) the supervisory board of directors of the Company changing its recommendation to the Company’s shareholders in respect of the Combination, or (v) the failure of certain financing commitments in respect of the Combination, subject to customary minimum thresholds. • Provide for certain other information and modified reporting rights, modifications to mandatory prepayment requirements, and consent rights of the holders of the outstanding Notes and administrative agents of the Bank Facilities as more fully set forth in the amendments. At March 31, 2018 , we were in compliance with our restrictive and financial covenants, with a trailing 12-month EBITDA of $615,000 , and aggregate availability under our Committed Facilities of at least $ 121,000 at all times during the three months ended March 31, 2018 . Based on our forecasted EBITDA and cash flows, we project future compliance with our financial covenants through the Combination Closing Deadline. Further, we have successfully achieved the various Combination Milestones required by our 2017 amendments, and believe it is probable we will complete the Combination by the Combination Closing Deadline. Although we do not project future loan compliance violations through the Combination Closing Deadline, due to the requirement for our debt obligations to be repaid in connection with the Combination, debt of approximately $966,100 , which by its terms is due beyond one year and would otherwise be shown as long-term, has been classified as current. Our plan to maintain compliance with our covenants, satisfy our debt obligations, and continue as a going concern is to complete the aforementioned Combination, with no further financing alternatives beyond the Combination. Absent this plan, we would be unable to satisfy our debt obligations, raising substantial doubt regarding our ability to continue as a going concern; however, the Combination alleviates the substantial doubt. Other —In addition to providing letters of credit, we also issue surety bonds in the ordinary course of business to support our contract performance. At March 31, 2018 , we had $339,069 of outstanding surety bonds in support of our projects. In addition, we had $404,597 of surety bonds maintained on behalf of our former Capital Services Operations, for which we have received an indemnity from CSVC. We also continue to maintain guarantees on behalf of our former Capital Services Operations in support of approximately $50,100 of backlog, for which we have also received an indemnity. Capitalized interest was insignificant for the three months ended March 31, 2018 and 2017 . |