Item 8.01. Other Events.
On August 18, 2009, Chicago Bridge & Iron Company N.V. (the "Company") entered
into a Sales Agency Agreement (the "Agreement") with Calyon Securities
(USA) Inc. ("Calyon"), pursuant to which the Company may issue and sell from
time to time, through Calyon as the Company's sales agent, up to 10,000,000
shares of the Company's common stock, par value Euro 0.01 per share (the
"Shares").
The Company anticipates that it may issue and sell up to 5 million Shares
through the end of 2009. The actual number of Shares sold over that time period
is dependent on a number of factors including, among other things, the market
price of the Shares, expenditures for general corporate purposes, the Company's
need, if any, for financial flexibility and liquidity, and general economic and
market conditions.
The Company may issue and sell the Shares until the earlier of (1) the sale of
all Shares of our common stock subject to the Agreement, (2) the termination of
the Agreement pursuant to its terms or (3) July 29, 2011.
Sales of the Shares, if any, would be made by means of ordinary brokers'
transactions or block trades of the New York Stock Exchange at market prices or
as otherwise agreed with Calyon. Calyon will receive from the Company a
commission equal to 1.85% in connection with each sale of Shares.
The Shares are registered under the Securities Act of 1933, as amended, pursuant
to the Company's shelf registration statement (the "Registration Statement") on
Form S-3 (File No. 333-160852 ), which became effective upon filing with the
Securities and Exchange Commission (the "SEC") on July 29, 2009.
For a more detailed description of the Agreement, see the disclosure under the
caption "Plan of Distribution" contained in the Company's prospectus supplement
dated August 18, 2009 to the prospectus dated July 28, 2009, which has been
filed with the SEC pursuant to Rule 424(b) under the Securities Act, which
disclosure is hereby incorporated by reference. The Agreement is also filed with
reference to, and is hereby incorporated by reference into, the Registration
Statement.
In the ordinary course of their business, Calyon and/or its affiliates have in
the past performed, and may continue to perform, investment banking, commercial
banking and advisory services for the Company from time to time for which they
have received or may receive customary fees and expenses. An affiliate of Caylon
is a lender under various lending agreements, including our syndicated revolving
credit facility, syndicated term loan and uncommitted lending facilities. This
affiliate will receive a portion of the proceeds from the sale of our common
stock under the Agreement to the extent such proceeds are used to repay
borrowings under these various credit facilities.
The Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K, and
the description of the Agreement is qualified in its entirety by reference to
such exhibit.
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