Regulatory News:
TechnipFMC plc (NYSE: FTI) (PARIS: FTI) (the “Company”)
announced today the results of its previously announced cash tender
offer (the “Tender Offer”) in respect of its (i) 6.500% Senior
Notes due February 1, 2026 (the “2026 Notes”); (ii) 5.75% Notes due
June 30, 2025 (the “2025 Notes”); (iii) 3.15% Notes due October 16,
2023 (the “2023 Series A Notes”); and (iv) 3.15% Notes due October
18, 2023 (the “2023 Series B Notes” and, collectively with the 2023
Series A Notes, the “2023 Notes”, and, collectively with the 2026
Notes and the 2025 Notes, the “Notes”).
The Company further announced that it has increased the maximum
aggregate principal amount of Notes to be accepted in the Tender
Offer (the “Maximum Tender Amount”) from $100 million to $200
million. The terms and conditions of the Tender Offer, as set forth
in the offer to purchase (the “Offer to Purchase”), dated November
18, 2021, otherwise remain unchanged.
As of 5:00 P.M., New York City time, on December 2, 2021, in
excess of $200 million aggregate principal amount of the 2026 Notes
had been validly tendered and not validly withdrawn. Because the
tendered amount exceeds the Maximum Tender Amount (as increased),
the tendered 2026 Notes have been accepted for purchase on a
prorated basis. As a result, $200 million aggregate principal
amount of the 2026 Notes that were tendered were accepted for
purchase by the Company, with settlement scheduled to occur on
December 6, 2021.
Holders of the 2026 Notes that were tendered and accepted will
receive the Total Consideration of $1,085.00 per $1,000 principal
amount of 2026 Notes, including the Early Tender Premium of $30.00
per $1,000 principal amount of 2026 Notes, as further described in
the Offer to Purchase.
Because the aggregate principal amount of the 2026 Notes that
has been accepted for purchase is equal to the Maximum Tender
Amount (as increased), in accordance with the priority of
acceptance set forth in the Offer to Purchase: (1) no 2025 Notes or
2023 Notes have been or will be accepted in the Tender Offer and
(2) no further 2026 Notes will be accepted in the Tender Offer. All
2025 Notes and 2023 Notes that were tendered will be promptly
returned. Holders of the 2026 Notes can obtain details of the
proration from the Depositary.
The Company has engaged BofA Securities, Inc. and Citigroup
Global Markets, Inc., to act as the dealer managers for the Tender
Offer. The Information Agent and Depositary 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 +1 (866) 470-3700 (toll-free), +1 (212)
430-3774 or contact@gbsc-usa.com. Questions regarding the Tender
Offer should be directed to BofA Securities, Inc. at +1 (980)
387-5602 (collect), +44 20-7996-5420, debt_advisory@bofa.com or
DG.LM-EMEA@bofa.com and Citigroup Global Markets, Inc. at +1 (800)
558-3745 (toll-free) or +1 (212) 723-6106 (collect).
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, including
regarding the expected timing and completion of the Tender Offer.
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 June 14, 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.
United States (for the 2023 Notes only)
Each Holder of 2023 Notes participating in the Tender Offer will
represent that it is not participating in the Tender Offer from the
United States (including its territories and possessions), that it
is participating in the Tender Offer in accordance with Regulation
S under the U.S. Securities Act of 1933, as amended and that it is
not a U.S. person or it is acting on a non-discretionary basis for
a principal located outside the United States (including its
territories and possessions) that is not giving an offer to
participate in the Tender Offer from the United States (including
its territories and possessions) and who is not a U.S. person.
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
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version on businesswire.com: https://www.businesswire.com/news/home/20211202006032/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 (EU:FTI)
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