Regulatory News:
This replaces the announcement made at 22:15 CEST on 31 August
2021 due to the following corrections: The Information Agent phone
numbers in the sixth paragraph following the included table should
be (866) 470-3700 and (212) 430-3774 respectively.
TechnipFMC Commences Tender Offer For Up To
$250 Million Principal Amount of Its Outstanding 6.500% Senior
Notes due 2026
TechnipFMC plc (NYSE: FTI) (PARIS: FTI) (the “Company”)
announced today that it has commenced a tender offer (the “Tender
Offer”) for up to $250 million aggregate principal amount (the
“Maximum Tender Amount”) of its 6.500% Senior Notes due 2026 (the
“Notes”).
The terms and conditions of the Tender Offer are set forth in an
Offer to Purchase (the “Offer to Purchase”), dated August 31, 2021.
The Company intends to fund the Tender Offer with cash on hand.
The following table summarizes the material pricing terms of the
Tender Offer:
Per $1,000 Principal Amount of
Notes
Aggregate
Principal
Maximum
Early
Title of
CUSIP
Amount
Tender
Tender Offer
Tender
Total
Security
Number
Outstanding
Amount(1)
Consideration(2)
Premium
Consideration (2) (3)
6.500% Senior Notes due 2026
87854XAE1 (Rule 144A) and G87110AC9
(Regulation S)
$1,000,000,000
$250,000,000
$1,045
$30
$1,075
_______________
(1)
Represents maximum aggregate principal
amount of Notes to be accepted for purchase by the Company,
exclusive of accrued interest (as further described in the Offer to
Purchase).
(2)
Per $1,000 principal amount of Notes
validly tendered and accepted for purchase by the Company. Excludes
accrued interest, which will be paid on Notes accepted for purchase
by the Company as described in the Offer to Purchase.
(3)
Includes the Early Tender Premium for
Notes validly tendered at or prior to the Early Tender Time and
accepted for purchase by the Company.
The Tender Offer will expire at 11:59 P.M., New York City time,
on September 28, 2021 (the “Expiration Time”), unless extended or
earlier terminated. Holders who validly tender and do not validly
withdraw their Notes at or prior to 5:00 p.m., New York City time,
on September 14, 2021 (the “Early Tender Time”), and whose Notes
are accepted for purchase, will receive, for each $1,000 principal
amount of such Notes, the “Total Consideration” of $1,075, which
includes an “Early Tender Premium” of $30.00. Holders who validly
tender their Notes after the Early Tender Time will only be
eligible to receive the “Tender Offer Consideration,” which is the
Total Consideration less the Early Tender Premium.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, Holders whose Notes are accepted for
purchase will also receive accrued and unpaid interest from the
last interest payment date for the Notes to, but not including, the
applicable settlement date. Payment for all Notes validly tendered
at or prior to the Early Tender Time and accepted for purchase will
be made on the “Early Settlement Date”, which will be promptly
after the Early Tender Time and is anticipated to occur on or about
September 15, 2021. Payment for all Notes validly tendered after
the Early Tender Time and accepted for purchase, if any, will be
made promptly after the Expiration Time.
If more than the Maximum Tender Amount of Notes are validly
tendered and not validly withdrawn, the Company will accept such
Notes for purchase on a pro rata basis up to the Maximum Tender
Amount. If, at the Early Tender Time, the aggregate principal
amount of Notes validly tendered equals or exceeds the Maximum
Tender Amount, the Company does not expect to accept for purchase
any Notes validly tendered after the Early Tender Time. If, at the
Early Tender Time, the aggregate principal amount of Notes validly
tendered is less than the Maximum Tender Amount, the Company
expects to accept for purchase all Notes validly tendered at or
before the Early Tender Deadline without proration, and, in such
instance, only Notes validly tendered after the Early Tender
Deadline and at or before the Expiration Time will be subject to
possible proration. The Company reserves the right, but is not
obligated, to increase the Maximum Tender Amount in its sole
discretion.
Tendered Notes may be withdrawn at any time at or prior to, but
not after, 5:00 p.m., New York City time, on September 14, 2021,
unless extended by the Company, except under certain limited
circumstances as otherwise required by law.
The consummation of the Tender Offer is not conditioned upon any
minimum amount of Notes being tendered, but is subject to the
satisfaction or waiver of certain conditions described in the Offer
to Purchase.
The Company has engaged Citigroup Global Markets Inc. and BofA
Securities Inc. to act as the dealer managers for the Tender Offer.
The Information Agent for the Tender Offer is Global Bondholder
Services Corporation. Copies of the Offer to Purchase and related
offering materials are available by contacting the Information
Agent at (866) 470-3700 (toll-free) or (212) 430-3774. Questions
regarding the Tender Offer should be directed to Citigroup Global
Markets, Inc. at (800) 558-3745 (toll-free) or (212) 723-6106
(collect) and BofA Securities, Inc. at (980) 388-3646 (collect) or
debt_advisory@bofa.com.
This press release is not an offer to purchase or a solicitation
of an offer to sell any securities. The Tender Offer is being made
solely pursuant to the terms of the Offer to Purchase. The Company
may amend, extend or terminate the Tender Offer in its sole
discretion. The Tender Offer is not being made to holders of Notes
in any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities or other laws of such
jurisdiction.
Forward-Looking Statements
This release contains forward-looking statements. The words
“expect,” “believe,” “estimated,” and other 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. For
information regarding known material factors that could cause
actual results to differ from projected results, please see our
risk factors set forth in our filings with the United States
Securities and Exchange Commission, which include our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K. 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.
United Kingdom
The communication of this press release and any other documents
or materials relating to the Tender Offer is not being made and
such documents and/or materials have not been approved by an
authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000 (“FSMA”). Accordingly, such documents
and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of the
Company or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
European Economic Area (EEA)
In any European Economic Area (EEA) Member State (the “Relevant
State”), this press release is only addressed to and is only
directed at qualified investors in that Relevant State within the
meaning of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017, as amended (the “Prospectus
Regulation”). Each person in a Relevant State who receives any
communication in respect of the Tender Offer contemplated in this
press release will be deemed to have represented, warranted and
agreed to and with each Dealer Manager and the Company that it is a
qualified investor within the meaning of Article 2(e) of the
Prospectus Regulation.
About TechnipFMC
TechnipFMC is a leading technology provider to the traditional
and new energy industries, delivering fully integrated projects,
products, and services.
With our proprietary technologies and comprehensive solutions,
we are transforming our clients’ project economics, helping them
unlock new possibilities to develop energy resources while reducing
carbon intensity and supporting their energy transition
ambitions.
Organized in two business segments — Subsea and Surface
Technologies — we will continue to advance the industry with our
pioneering integrated ecosystems (such as iEPCI™, iFEED™ and
iComplete™), technology leadership and digital innovation.
Each of our approximately 20,000 employees is driven by a
commitment to our clients’ success, and a culture of strong
execution, purposeful innovation, and challenging industry
conventions.
TechnipFMC uses its website as a channel of distribution of
material company information. To learn more about how we are
driving change in the industry, go to www.TechnipFMC.com and follow
us on Twitter @TechnipFMC.
Category: UK regulatory
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210831006078/en/
Investor relations Matt Seinsheimer Vice President,
Investor Relations Tel: +1 281 260 3665 Email: Matt Seinsheimer
James Davis Senior Manager, Investor Relations Tel: +1 281 260
3665 Email: James Davis
Media relations Nicola Cameron Vice President, Corporate
Communications Tel: +44 1383 742297 Email: Nicola Cameron
Catie Tuley Director, Public Relations Tel: +1 713 876 7296
Email: Catie Tuley
TechnipFMC (NYSE:FTI)
Graphique Historique de l'Action
De Mar 2024 à Avr 2024
TechnipFMC (NYSE:FTI)
Graphique Historique de l'Action
De Avr 2023 à Avr 2024