Consortium Led by Mason Capital Management to Acquire CB&I From McDermott

All Cash Equity Transaction Establishes CB&I as Strong Independent Company Positioned for Growth With No Funded Debt

A consortium led by Mason Capital Management LLC (“Mason”), in partnership with IES Holdings, Inc. (Nasdaq: IESC), Nut Tree Capital Management, LP, 683 Capital Management, LLC, First Pacific Advisors, and other investors, today announced that it has entered into a definitive agreement to acquire the CB&I storage solutions business (“CB&I” or the “Company”), the world’s foremost designer and builder of storage facilities, tanks and terminals for energy and industrial markets, from McDermott International, Ltd. (“McDermott”).

CB&I is the world’s most technically advanced builder of storage facilities serving customers across the water and wastewater, upstream, downstream, petrochemical and industrial sectors. The Company delivers products and solutions for critical energy infrastructure projects, including complex low temperature and cryogenic storage systems for LNG, hydrogen, and ammonia. Established in 1889 and headquartered in The Woodlands, Texas, CB&I has more than 4,000 employees and 30 locations across North America, the Middle East, and Asia.

Mike Martino, Managing Member and Principal of Mason, said, “We are pleased to reach this agreement to acquire and serve as the future stewards of CB&I. CB&I is a true pioneer and market leader, having set standards for safety and technical performance in the bulk liquid storage industry and cultivated a sterling reputation for on time and on specification delivery of its projects. We believe the Company has significant potential as a standalone enterprise, and we look forward to leveraging our experience successfully investing in industrial and engineering-focused businesses to improve the Company’s operations and support profitable, long-term growth.”

Mark Butts, Senior Vice President of CB&I, and the existing CB&I management team will continue to lead the Company.

Mr. Butts said, “Our partnership with Mason and the consortium marks an exciting next chapter for CB&I and is a testament to our differentiated capabilities and team. Importantly, this transaction puts CB&I on strong financial footing as we move forward as an independent company. As always, we remain committed to collaborating with our customers and suppliers to deliver innovative solutions that address the evolving infrastructure needs of the energy and industrial markets. We will continue to honor CB&I’s legacy of excellence in quality and reliability while working with our new partners to capitalize on strong end market demand and the shift towards energy transition storage solutions globally.”

Following the close of the transaction, which is being funded with 100% equity, CB&I will have a debt free balance sheet, and has secured a new revolving credit facility that will enable it to better compete for and serve new and existing customers and projects. With substantial liquidity to expand operations, the Company will take advantage of strong current demand for infrastructure and energy projects.

Citi is acting as exclusive Financial Advisor to Mason and is Lead Left Arranger on the new revolving credit facility to support the transaction.

Cadwalader, Wickersham & Taft LLP provided legal counsel to Mason.

The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

About Mason Capital Management LLC

Mason Capital Management LLC is an absolute return focused investment firm that combines deep fundamental analysis with hard catalysts to drive value creation. Founded in July 2000 by Ken Garschina and Mike Martino, Mason’s strategies range from event-driven investing to corporate carve-outs and control acquisitions.

About CB&I

CB&I is the world's leading designer and builder of storage facilities, tanks, and terminals. With more than 60,000 structures completed throughout its 130-year history, CB&I has the global expertise and strategically located operations to provide its customers world-class storage solutions for even the most complex energy infrastructure projects. CB&I is a wholly owned unrestricted subsidiary of McDermott. To learn more, visit www.cbi.com.

About McDermott

McDermott is a premier, fully-integrated provider of engineering and construction solutions to the energy industry. Our customers trust our technology-driven approach engineered to responsibly harness and transform global energy resources into the products the world needs. From concept to commissioning, McDermott's innovative expertise and capabilities advance the next generation of global energy infrastructure—empowering a brighter, more sustainable future for us all. Operating in over 54 countries, McDermott's locally-focused and globally-integrated resources include more than 30,000 employees, a diversified fleet of specialty marine construction vessels and fabrication facilities around the world. To learn more, visit www.mcdermott.com.

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