Regulatory News:
TechnipFMC plc (Paris:FTI) (NYSE:FTI) (ISIN:GB00BDSFG982)
(“TechnipFMC”) and FMC Technologies, Inc. (“FMCTI”) today announced
that, in connection with the previously announced offers to
exchange (the “Exchange Offers”) 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 “Indenture Amendments”), FMCTI has received the
requisite number of consents to adopt the Indenture Amendments with
respect to each of the two outstanding series of Existing FMCTI
Notes that are subject to the Exchange Offers and Consent
Solicitations. FMCTI intends to enter into one or more supplemental
indentures with the trustee for the Existing FMCTI Notes to effect
the Indenture Amendments upon settlement of the Exchange
Offers.
Withdrawal rights for the Exchange Offers and Consent
Solicitations expired as of 11:59 p.m., New York City time, on
March 13, 2017 (the “Withdrawal Deadline”). Because the Withdrawal
Deadline is not being extended, holders may not withdraw Existing
FMCTI Notes, or revoke consents, previously tendered or tendered
after the date of this press release, except as may be required by
law.
As of the Withdrawal Deadline, the following principal amounts
of each series of Existing FMCTI Notes have been validly tendered
and not validly withdrawn (and consents thereby validly given and
not validly revoked):
Aggregate Principal
CUSIP Maturity Amount Existing FMCTI Notes
Tendered at Early Title of Series Number
Date Outstanding Tender Date
Principal Amount Percentage
2.00% Senior Notes due 2017 30249U AA9 October 1, 2017 $300,000,000
$215,398,000 71.80% 3.45% Senior Notes due 2022 30249U AB7 October
1, 2022 $500,000,000 $456,649,000 91.33%
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”).
The Exchange Offers and Consent Solicitations will expire at
11:59 p.m., New York City time, on March 27, 2017, unless such date
is extended (the “Expiration Date”). TechnipFMC currently expects
settlement of the Exchange Offers to occur on March 29, 2017,
unless the Expiration Date is extended. TechnipFMC and FMCTI
reserve the right to terminate, withdraw, amend or extend the
Exchange Offers and Consent Solicitations in their discretion.
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 are not a “U.S. person” and are outside the
United States under Regulation S for purposes of applicable
securities laws. Except as amended by this press release, 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). 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, as amended by this press release, 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 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 plc
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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version on businesswire.com: http://www.businesswire.com/news/home/20170313006487/en/
Investor relationsMatt Seinsheimer, +1 281 260 3665Vice
President Investor RelationsEmail: Matt SeinsheimerorAurelia
Baudey-Vignaud, +33 1 85 67 43 81Senior Manager Investor
RelationsEmail: Aurelia Baudey-VignaudorJames Davis, +1 281 260
3665Senior Manager Investor RelationsEmail: James DavisorMedia
relationsLaure Montcel, +33 1 49 01 87 81Senior Manager Public
RelationsEmail: Laure MontcelorDelphine Nayral, +33 1 47 78 34
83Corporate Press RelationsEmail: Delphine Nayral
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