Regulatory News:
TechnipFMC plc (NYSE: FTI) (the “Company”) announced today the
results as of 5:00 p.m., New York City time, on May 3, 2022 (the
“Early Tender Time”) of its previously announced tender offer (the
“Tender Offer”) to purchase, subject to certain terms and
conditions, its 6.500% Senior Notes due 2026 (the “Notes”) and the
related solicitation of consents (the “Consents”) of holders with
respect to the Notes (the “Consent Solicitation”) to certain
proposed amendments (the “Proposed Amendments”) to the indenture
governing the Notes. The Proposed Amendments will, among other
things, eliminate substantially all of the restrictive covenants
and certain events of default triggers in the indenture.
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 $320,000,000 to
$430,187,000. The terms and conditions of the Tender Offer and the
Consent Solicitation, as set forth in an Offer to Purchase and
Consent Solicitation (the “Statement”), dated April 20, 2022,
otherwise remain unchanged.
As of the Early Tender Time, $430,187,000 aggregate principal
amount of the Notes had been validly tendered and not validly
withdrawn. The Company intends to accept all such Notes without
proration. The settlement date for the Notes accepted for purchase
is expected to occur on May 4, 2022 (the "Early Settlement Date").
Holders of Notes validly tendered at or prior to the Early Tender
Time, not validly withdrawn and accepted for purchase in accordance
with the terms of the Tender Offer will receive on the Early
Settlement Date, for each $1,000 principal amount of such Notes,
the “Total Consideration” of $1,050, which includes an “Early
Tender Premium” of $30.00. In addition to the Total Consideration,
such Holders are also receiving, in respect of such Notes, accrued
and unpaid interest from February 1, 2022, the last interest
payment date for the Notes to, but not including, the Early
Settlement Date.
Pursuant to the Consent Solicitation, the Company obtained the
requisite consents required to approve the Proposed Amendments. The
Company intends to execute a supplemental indenture to the
indenture governing the Notes to give effect to the Proposed
Amendments. Upon such execution, the Proposed Amendments will be
effective.
Because the aggregate principal amount of the Notes that has
been accepted for purchase is equal to the Maximum Tender Amount,
no further Notes will be accepted in the Tender Offer.
The Company has engaged BofA Securities, Inc. and Citigroup
Global Markets Inc. to act as the dealer managers for the Tender
Offer and solicitation agents for the Consent Solicitation. The
Information Agent for the Tender Offer and the Consent Solicitation
is Global Bondholder Services Corporation. Copies of the Statement
and related offering materials are available by contacting the
Information Agent at (855) 654-2014 (toll-free) or (212) 430-3774.
Questions regarding the Tender Offer and the Consent Solicitation
should be directed to BofA Securities, Inc. at (888) 292-0070
(toll-free) or (980) 387-5602 (collect) or debt_advisory@bofa.com
and Citigroup Global Markets, Inc. at (800) 558-3745 (toll-free) or
(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 and the
Consent Solicitation are being made solely pursuant to the terms of
the Statement. The Company may amend, extend or terminate the
Tender Offer in its sole discretion. The Tender Offer and the
Consent Solicitation 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 and the Consent
Solicitation 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 and the Consent
Solicitation contemplated in this press release will be deemed to
have represented, warranted and agreed to and with each Dealer
Manager and Solicitation Agent 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
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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
TechnipFMC (NYSE:FTI)
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