TechnipFMC plc (NYSE: FTI) (Paris: FTI) (the “Company”)
announced today the extension of its previously announced cash
tender offer (the “Tender Offer”) to purchase up to $250 million
aggregate principal amount (the “Maximum Tender Amount”) of its
6.500% Senior Notes due 2026 (the “Notes”).
The Tender Offer’s extended expiration time shall be 11:59 p.m.,
New York City time, on October 7, 2021 (the “Expiration Time”).
As of 5:00 p.m., New York City time, on September 14, 2021 (the
“Early Tender Time”), $164,113,000 aggregate principal amount of
the Notes had been validly tendered and not validly withdrawn.
These Notes were accepted by the Company on September 15, 2021
without proration.
Additionally, the Company reiterates that the Early Tender
Premium of $30.00 shall apply from September 15, 2021 to at or
before the Expiration Time. The terms and conditions of the Tender
Offer otherwise remain unchanged and are set forth in an Offer to
Purchase (the “Offer to Purchase”), dated August 31, 2021.
If more than the Maximum Tender Amount of Notes are validly
tendered, and Notes are accepted for purchase, the amount of Notes
that will be purchased will be prorated as described in the Offer
to Purchase. Only Notes validly tendered 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. The Company will return any
Notes not accepted for purchase promptly after the Expiration
Time.
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 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.
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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
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