Company Website:
http://www.technipfmc.com
LONDON & PARIS & HOUSTON -- (Business Wire)
Regulatory News:
TechnipFMC plc (Paris:FTI) (NYSE:FTI) (ISIN:GB00BDSFG982) (“TechnipFMC”)
and FMC Technologies, Inc. (“FMCTI”) today announced the final results
of the previously announced exchange offers (the “Exchange Offers”) for
any and all of the $800 million in aggregate principal amount of
outstanding senior notes issued by FMCTI (the “Existing FMCTI Notes”)
for (1) new senior notes issued by TechnipFMC (the “New TechnipFMC
Notes”) and (2) cash, and the related consent solicitations (the
“Consent Solicitations”) to adopt certain amendments to the indentures
governing the Existing FMCTI Notes.
The Exchange Offers and Consent Solicitations expired at 11:59 p.m., New
York City time, on March 27, 2017 (the “Expiration Date”). As of the
Expiration Date, the following principal amounts of each series of
Existing FMCTI Notes were validly tendered and not validly withdrawn
(and consents thereby validly given and not validly revoked):
|
| |
| |
| |
| | |
| | | | | | Aggregate | | | |
| | | | | | Principal | | | |
| | CUSIP | | | | Amount | | Existing FMCTI Notes Tendered at | |
Title of Series | | Number | | Maturity Date | | Outstanding | | Expiration Date | |
| |
| |
| |
| | Principal Amount |
| Percentage | |
2.00% Senior
| |
30249U
| |
October 1,
| | | | | | | |
Notes due 2017
| |
AA9
| |
2017
| |
$300,000,000
| |
$215,398,000
| |
71.80%
| |
3.45% Senior
| |
30249U
| |
October 1,
| | | | | | | |
Notes due 2022
| |
AB7
| |
2022
| |
$500,000,000
| |
$459,862,000
| |
91.97%
| |
| | | | | | | | | | |
|
The Exchange Offers and Consent Solicitations were made pursuant to the
terms and subject to the conditions set forth in the Offering Memorandum
and Consent Solicitation Statement, dated February 28, 2017 (the
“Offering Memorandum and Consent Solicitation Statement”).
Upon settlement of the Exchange Offers and Consent Solicitations, which
is currently expected to occur on Wednesday, March 29, 2017, TechnipFMC
will (i) issue to the holders of the Existing FMCTI Notes who tendered
in advance of the Early Tender Date whose securities have been accepted
for exchange New TechnipFMC Notes in an equal principal amount to the
principal amount of the Existing FMCTI Notes that have been accepted for
exchange, (ii) issue to the holders of the Existing FMCTI Notes who
tendered after the Early Tender Date but before the Expiration Date
whose securities have been accepted for exchange $970 principal amount
of New TechnipFMC Notes for each $1,000 principal amount of Existing
FMCTI Notes that have been accepted for exchange and (iii) pay to the
holders of the Existing FMCTI Notes whose securities have been accepted
for exchange a total of $676,870 in cash as part of the exchange
consideration. Capitalized terms used in this paragraph but not defined
in this press release have the meaning given to them in the Offering
Memorandum and Consent Solicitation Statement.
In addition, as previously disclosed, FMCTI received consents in the
Consent Solicitations sufficient to approve amendments to the indenture
governing the Existing FMCTI Notes. As a result, FMCTI and the trustee
for the Existing FMCTI Notes will promptly enter into a supplemental
indenture implementing those amendments to the indenture governing the
Existing FMCTI Notes.
The New TechnipFMC Notes will only be issued to eligible holders of
Existing FMCTI Notes who have completed and returned an eligibility form
confirming that they are either a “qualified institutional buyer” under
Rule 144A or not a “U.S. person” and outside the United States under
Regulation S for purposes of applicable securities laws.
TechnipFMC will file a Current Report on Form 8-K after the settlement
of the Exchange Offers and Consent Solicitations attaching, among other
things, the indenture governing the New TechnipFMC Notes. A copy of the
Form 8-K will be available on the SEC website (www.sec.gov)
and on the TechnipFMC website (www.technipfmc.com).
The New TechnipFMC Notes have not been and will not be registered under
the Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws. Therefore, the New TechnipFMC Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and any applicable state securities laws.
###
About TechnipFMC
TechnipFMC is a global leader in subsea, onshore/offshore, and surface
projects. With our proprietary technologies and production systems,
integrated expertise, and comprehensive solutions, we are transforming
our clients’ project economics.
We are uniquely positioned to deliver greater efficiency across project
lifecycles from concept to project delivery and beyond. Through
innovative technologies and improved efficiencies, our offering unlocks
new possibilities for our clients in developing their oil and gas
resources.
Each of our 44,000 employees is driven by a steady commitment to clients
and a culture of purposeful innovation, challenging industry
conventions, and rethinking how the best results are achieved.
To learn more about us and how we are enhancing the performance of the
world’s energy industry, go to TechnipFMC.com and follow us on Twitter
@TechnipFMC.
Important Information for Investors and Securityholders
Forward-Looking Statement
This communication contains “forward-looking statements” as defined in
Section 27A of the United States Securities Act of 1933, as amended, and
Section 21E of the United States Securities Exchange Act of 1934, as
amended. The words such as “ believe,” “expect,” “anticipate,” “plan,”
“intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,”
“outlook” and 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, including the following known material factors:
-
risks associated with tax liabilities, or changes in U.S. federal or
international tax laws or interpretations to which they are subject;
-
risks that the new businesses will not be integrated successfully or
that the combined company will not realize estimated cost savings,
value of certain tax assets, synergies and growth or that such
benefits may take longer to realize than expected;
-
unanticipated costs of integration;
-
reliance on and integration of information technology systems;
-
reductions in client spending or a slowdown in client payments;
-
unanticipated changes relating to competitive factors in our industry;
-
ability to hire and retain key personnel;
-
ability to attract new clients and retain existing clients in the
manner anticipated;
-
changes in legislation or governmental regulations affecting us;
-
international, national or local economic, social or political
conditions that could adversely affect us or our clients;
-
conditions in the credit markets;
-
risks associated with assumptions we make in connection with our
critical accounting estimates and legal proceedings;
-
the risks of currency fluctuations and foreign exchange controls
associated with our international operations; and
-
such other risk factors set forth in our filings with the United
States Securities and Exchange Commission, which include our
Registration Statement on Form S-4, Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and in
our filings with the Autorité des marchés financiers or the
Financial Conduct Authority.
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170327006335/en/
Contacts:
TechnipFMC plc
Investor relations
Matt
Seinsheimer
Vice President Investor Relations
Tel: +1 281 260
3665
Email: Matt
Seinsheimer
or
Aurelia Baudey-Vignaud
Senior Manager
Investor Relations
Tel: +33 1 85 67 43 81
Email: Aurelia
Baudey-Vignaud
or
James Davis
Senior Manager Investor
Relations
Tel: +1 281 260 3665
Email: James
Davis
or
Media relations
Christophe Belorgeot
Vice
President Corporate Communications
Tel: +33 1 47 78 39 92
Email:
Christophe Belorgeot
or
Laure
Montcel
Senior Manager Public Relations
Tel: +33 1 49 01 87 81
Email:
Laure Montcel
or
Lisa
Adams
Senior Manager Digital Communications
Tel: +1 281 405
4659
Email: Lisa Adams
Source: TechnipFMC plc
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