Regulatory News:
TechnipFMC plc (Paris:FTI) (NYSE:FTI) (ISIN:GB00BDSFG982)
(“TechnipFMC”) and FMC Technologies, Inc. (“FMCTI”) today announced
the final results of the previously announced exchange offers (the
“Exchange Offers”) for any and all of the $800 million in aggregate
principal amount of outstanding senior notes issued by FMCTI (the
“Existing FMCTI Notes”) for (1) new senior notes issued by
TechnipFMC (the “New TechnipFMC Notes”) and (2) cash, and the
related consent solicitations (the “Consent Solicitations”) to
adopt certain amendments to the indentures governing the Existing
FMCTI Notes.
The Exchange Offers and Consent Solicitations expired at 11:59
p.m., New York City time, on March 27, 2017 (the “Expiration
Date”). As of the Expiration Date, the following principal amounts
of each series of Existing FMCTI Notes were validly tendered and
not validly withdrawn (and consents thereby validly given and not
validly revoked):
Aggregate Principal
CUSIP Amount Existing FMCTI Notes Tendered at
Title of Series Number Maturity Date
Outstanding Expiration Date
Principal Amount Percentage 2.00%
Senior 30249U October 1, Notes due 2017 AA9 2017 $300,000,000
$215,398,000 71.80% 3.45% Senior 30249U October 1, Notes due 2022
AB7 2022 $500,000,000 $459,862,000 91.97%
The Exchange Offers and Consent Solicitations were made pursuant
to the terms and subject to the conditions set forth in the
Offering Memorandum and Consent Solicitation Statement, dated
February 28, 2017 (the “Offering Memorandum and Consent
Solicitation Statement”).
Upon settlement of the Exchange Offers and Consent
Solicitations, which is currently expected to occur on Wednesday,
March 29, 2017, TechnipFMC will (i) issue to the holders of the
Existing FMCTI Notes who tendered in advance of the Early Tender
Date whose securities have been accepted for exchange New
TechnipFMC Notes in an equal principal amount to the principal
amount of the Existing FMCTI Notes that have been accepted for
exchange, (ii) issue to the holders of the Existing FMCTI Notes who
tendered after the Early Tender Date but before the Expiration Date
whose securities have been accepted for exchange $970 principal
amount of New TechnipFMC Notes for each $1,000 principal amount of
Existing FMCTI Notes that have been accepted for exchange and (iii)
pay to the holders of the Existing FMCTI Notes whose securities
have been accepted for exchange a total of $676,870 in cash as part
of the exchange consideration. Capitalized terms used in this
paragraph but not defined in this press release have the meaning
given to them in the Offering Memorandum and Consent Solicitation
Statement.
In addition, as previously disclosed, FMCTI received consents in
the Consent Solicitations sufficient to approve amendments to the
indenture governing the Existing FMCTI Notes. As a result, FMCTI
and the trustee for the Existing FMCTI Notes will promptly enter
into a supplemental indenture implementing those amendments to the
indenture governing the Existing FMCTI Notes.
The New TechnipFMC Notes will only be issued to eligible holders
of Existing FMCTI Notes who have completed and returned an
eligibility form confirming that they are either a “qualified
institutional buyer” under Rule 144A or not a “U.S. person” and
outside the United States under Regulation S for purposes of
applicable securities laws.
TechnipFMC will file a Current Report on Form 8-K after the
settlement of the Exchange Offers and Consent Solicitations
attaching, among other things, the indenture governing the New
TechnipFMC Notes. A copy of the Form 8-K will be available on the
SEC website (www.sec.gov) and on the TechnipFMC website
(www.technipfmc.com).
The New TechnipFMC Notes have not been and will not be
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any state securities laws. Therefore, the New
TechnipFMC Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
###
About TechnipFMC
TechnipFMC is a global leader in subsea, onshore/offshore, and
surface projects. With our proprietary technologies and production
systems, integrated expertise, and comprehensive solutions, we are
transforming our clients’ project economics.
We are uniquely positioned to deliver greater efficiency across
project lifecycles from concept to project delivery and beyond.
Through innovative technologies and improved efficiencies, our
offering unlocks new possibilities for our clients in developing
their oil and gas resources.
Each of our 44,000 employees is driven by a steady commitment to
clients and a culture of purposeful innovation, challenging
industry conventions, and rethinking how the best results are
achieved.
To learn more about us and how we are enhancing the performance
of the world’s energy industry, go to TechnipFMC.com and follow us
on Twitter @TechnipFMC.
Important Information for Investors and
Securityholders
Forward-Looking Statement
This communication contains “forward-looking statements” as
defined in Section 27A of the United States Securities Act of 1933,
as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended. The words such as “ believe,”
“expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,”
“would,” “could,” “may,” “estimate,” “outlook” and similar
expressions are intended to identify forward-looking statements,
which are generally not historical in nature. Such forward-looking
statements involve significant risks, uncertainties and assumptions
that could cause actual results to differ materially from our
historical experience and our present expectations or projections,
including the following known material factors:
- risks associated with tax liabilities,
or changes in U.S. federal or international tax laws or
interpretations to which they are subject;
- risks that the new businesses will not
be integrated successfully or that the combined company will not
realize estimated cost savings, value of certain tax assets,
synergies and growth or that such benefits may take longer to
realize than expected;
- unanticipated costs of
integration;
- reliance on and integration of
information technology systems;
- reductions in client spending or a
slowdown in client payments;
- unanticipated changes relating to
competitive factors in our industry;
- ability to hire and retain key
personnel;
- ability to attract new clients and
retain existing clients in the manner anticipated;
- changes in legislation or governmental
regulations affecting us;
- international, national or local
economic, social or political conditions that could adversely
affect us or our clients;
- conditions in the credit markets;
- risks associated with assumptions we
make in connection with our critical accounting estimates and legal
proceedings;
- the risks of currency fluctuations and
foreign exchange controls associated with our international
operations; and
- such other risk factors set forth in
our filings with the United States Securities and Exchange
Commission, which include our Registration Statement on Form S-4,
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K and in our filings with the Autorité
des marchés financiers or the Financial Conduct Authority.
We caution you not to place undue reliance on any
forward-looking statements, which speak only as of the date hereof.
We undertake no obligation to publicly update or revise any of our
forward-looking statements after the date they are made, whether as
a result of new information, future events or otherwise, except to
the extent required by law.
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TechnipFMC plcInvestor relationsMatt
SeinsheimerVice President Investor RelationsTel: +1 281 260
3665Email: Matt SeinsheimerorAurelia Baudey-VignaudSenior Manager
Investor RelationsTel: +33 1 85 67 43 81Email: Aurelia
Baudey-VignaudorJames DavisSenior Manager Investor RelationsTel: +1
281 260 3665Email: James DavisorMedia relationsChristophe
BelorgeotVice President Corporate CommunicationsTel: +33 1 47 78 39
92Email: Christophe BelorgeotorLaure MontcelSenior Manager Public
RelationsTel: +33 1 49 01 87 81Email: Laure MontcelorLisa
AdamsSenior Manager Digital CommunicationsTel: +1 281 405
4659Email: Lisa Adams
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