Regulatory News:
TechnipFMC plc (Paris:FTI) (NYSE:FTI) (NYSE and Euronext: FTI)
and FMC Technologies, Inc. today announced that TechnipFMC has
commenced offers to exchange any and all outstanding notes issued
by FMC Technologies as set forth in the table below for (i) up to
$800 million aggregate principal amount of new notes issued by
TechnipFMC and (ii) cash.
The following table sets forth the Exchange Consideration, Early
Tender Payment and Total Exchange Consideration for each series of
Existing FMCTI Notes:
Title of Series
CUSIPNumber
MaturityDate
AggregatePrincipalAmountOutstanding
ExchangeConsideration(1)
Early
TenderPayment(1)
Total
ExchangeConsideration(1)(2)
2.00% SeniorNotes due 2017
30249UAA9
October 1,2017
$300,000,000
$970 principal amount ofNew
TechnipFMC2.00% Senior Notes due2017 and $1.00 in cash
$30 principal amountof New TechnipFMC2.00%
Senior Notesdue 2017
$1,000 principalamount of NewTechnipFMC
2.00%Senior Notes due2017 and $1.00 incash
3.45% SeniorNotes due 2022
30249UAB7
October 1,2022
$500,000,000
$970 principal amount ofNew
TechnipFMC3.45% Senior Notes due2022 and $1.00 in cash
$30 principal amountof New TechnipFMC3.45%
Senior Notesdue 2022
$1,000 principalamount of NewTechnipFMC
3.45%Senior Notes due2022 and $1.00 incash
(1) For each $1,000 principal amount of
Existing FMCTI Notes (as defined herein) accepted for exchange.(2)
Includes Early Tender Payment (as defined herein).
In conjunction with the offers to exchange (each an “Exchange
Offer” and collectively, the “Exchange Offers”), FMC Technologies
(“FMCTI”) is soliciting consents (each, a “Consent Solicitation”
and, collectively, the “Consent Solicitations”) to adopt certain
proposed amendments to each of the indentures governing the notes
issued by FMC Technologies as set forth in the table above (the
“Existing FMCTI Notes”) to eliminate certain covenants, restrictive
provisions and events of default from such indentures. Each
Exchange Offer and Consent Solicitation is conditioned upon the
completion of the other Exchange Offers and Consent Solicitations,
although TechnipFMC may waive such condition at any time with
respect to an Exchange Offer. Any waiver of a condition by
TechnipFMC with respect to an Exchange Offer will automatically
waive such condition with respect to the corresponding Consent
Solicitation, as applicable.
TechnipFMC will enter into a registration rights agreement
pursuant to which TechnipFMC will agree to file an exchange offer
registration statement with the Securities and Exchange Commission
to allow holders of the new notes to be issued by TechnipFMC (the
“New TechnipFMC Notes”) to exchange New TechnipFMC Notes for the
same principal amount of a new issue of notes with substantially
identical terms, except that the exchange notes will generally be
freely transferable under the United States Securities Act of 1933,
as amended (the “Securities Act”).
The Exchange Offers and Consent Solicitations are being 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”).
Holders who validly tender their Existing FMCTI Notes at or
prior to 11:59 p.m., New York City time, on March 13, 2017, unless
extended (the “Early Tender Date”), will be eligible to receive the
applicable Total Exchange Consideration as set forth in the table
above, which includes the applicable Early Tender Payment as set
forth in the table, for all such Existing FMCTI Notes that are
accepted. For each $1,000 principal amount of Existing FMCTI Notes
validly tendered after the Early Tender Date but prior to 11:59
pm., New York City time, on March 27, 2017, unless extended (the
“Expiration Date”), holders of Existing FMCTI Notes will not be
eligible to receive the applicable Early Tender Payment and,
accordingly, will only be eligible to receive the applicable
Exchange Consideration as set forth in the table above on the
settlement date. The settlement date is expected to occur within
two business days after the Expiration Date.
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of
Existing FMCTI Notes who complete and return 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. The complete terms and conditions of the Exchange Offers and
Consent Solicitations are described in the Offering Memorandum and
Consent Solicitation Statement, copies of which may be obtained by
contacting D.F. King & Co., the exchange agent and information
agent in connection with the Exchange Offers and Consent
Solicitations, at (800) 967-4617 (U.S. toll-free) or (212) 269-5550
(banks and brokers) or technipfmc@dfking.com. The eligibility form
is available electronically at: www.dfking.com/technipfmc.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Memorandum and Consent
Solicitation Statement and only to such persons and in such
jurisdictions as is permitted under applicable law.
The New TechnipFMC Notes have not been and will not be
registered under 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 plcTechnipFMC 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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TechnipFMCInvestor 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 relationsLaure MontcelSenior Manager
Public RelationsTel: +33 1 49 01 87 81Email: Laure
MontcelorDelphine NayralCorporate Press RelationsTel: +33 1 47 78
34 83Email: Delphine Nayral
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