Item 1.01 Entry into a Material Definitive Agreement
£600 Million Bank of England COVID Corporate Financing Facility
Pursuant to the confirmation received from the Bank of England that TechnipFMC plc (the “Company”) is an eligible issuer under the U.K. Government’s COVID Corporate Financing Facility (the “CCFF”), on May 19, 2020, the Company entered into a dealer agreement (the “Dealer Agreement”) with Bank of America Merrill Lynch International DAC (the “Dealer”) and an Issuing and Paying Agency Agreement (the “Agency Agreement”, and together with the Dealer Agreement, the “Agreements”) with Bank of America, National Association, London Branch, relating to the European commercial paper program being established under the CCFF as a source of additional liquidity to the Company (the “CCFF Program”).
Under the CCFF Program, COVID Corporate Financing Facility Limited, an entity operated by the Governor and Company of the Bank of England on behalf of The Lords Commissioners of Her Majesty’s Treasury, will purchase at a minimum spread over reference rates, newly issued European commercial paper in the primary market via dealers and after issuance from eligible counterparties in the secondary market.
The Agreements provide the terms under which the Company may issue, and the Dealer will arrange for, the sale of short-term, unsecured commercial paper notes (the “Notes”). The Notes contain customary representations, warranties, covenants, defaults, and indemnification provisions, and will be sold at such discounts from their face amounts as shall be agreed between the Company and the Dealer. The Notes will be fully payable at maturity, and the maturities of the Notes will vary but may not exceed 364 days. The principal amount of outstanding Notes may not exceed £600 million. The Notes will be guaranteed by the Company’s subsidiary, FMC Technologies, Inc., a Delaware corporation, and will rank pari passu with the Company’s other unsecured and unsubordinated indebtedness. The Notes are in addition to other borrowings incurred by the Company in the ordinary course of business as necessary to finance working capital for general corporate purposes. The Agency Agreement provides for the terms of issuance and payment of the Notes.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from such registration requirements.
The Company may issue Notes under the CCFF Program to reduce existing debt or decrease overall borrowing costs.
The foregoing description is a summary of the key terms of the CCFF Program. Copies of the Agreements are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
€500 Million Senior Unsecured Revolving Credit Facility
On May 19, 2020 (the “Signing Date”), the Company, as borrower and guarantor, together with its subsidiary, Technip Eurocash SNC, a company incorporated under the laws of France as a société en nom collectif (together with the Company, the “Borrowers”), entered into a new €500 million senior unsecured revolving credit facility agreement with HSBC France, a company incorporated under the laws of France as a société anonyme, as Agent, and the lenders party thereto (the “Facility Agreement”).
The Facility Agreement provides for the establishment of a six-month Euro revolving credit facility with total commitments of €500 million, which may be extended by the Company for two additional three-month periods.
Borrowings under the Facility Agreement, if and when drawn, would bear interest at the Euro interbank offered rate for a period equal in length to the interest period of a given loan (which may be three or six months), plus an applicable margin. The Facility Agreement contains usual and customary covenants, representations and warranties, and events of default for credit facilities of this type, including financial covenants.
The foregoing description is a summary of the key terms of the Facility Agreement. A copy of the Facility Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.