TechnipFMC plc (Paris:FTI) (NYSE:FTI) (ISIN:GB00BDSFG982) (“TechnipFMC”) and FMC Technologies, Inc. (“FMCTI”) today announced that, in connection with the previously announced offers to exchange (the “Exchange Offers”) 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 “Indenture Amendments”), FMCTI has received the requisite number of consents to adopt the Indenture Amendments with respect to each of the two outstanding series of Existing FMCTI Notes that are subject to the Exchange Offers and Consent Solicitations. FMCTI intends to enter into one or more supplemental indentures with the trustee for the Existing FMCTI Notes to effect the Indenture Amendments upon settlement of the Exchange Offers.
Withdrawal rights for the Exchange Offers and Consent Solicitations expired as of 11:59 p.m., New York City time, on March 13, 2017 (the “Withdrawal Deadline”). Because the Withdrawal Deadline is not being extended, holders may not withdraw Existing FMCTI Notes, or revoke consents, previously tendered or tendered after the date of this press release, except as may be required by law.
As of the Withdrawal Deadline, the following principal amounts of each series of Existing FMCTI Notes have been validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):
|CUSIP||Maturity||Amount||Existing FMCTI Notes Tendered at Early|
|Title of Series||Number||Date||Outstanding||Tender Date|
|2.00% Senior Notes due 2017||30249U AA9||October 1, 2017||$300,000,000||$215,398,000||71.80%|
|3.45% Senior Notes due 2022||30249U AB7||October 1, 2022||$500,000,000||$456,649,000||91.33%|
The Exchange Offers and Consent Solicitations are being 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”).
The Exchange Offers and Consent Solicitations will expire at 11:59 p.m., New York City time, on March 27, 2017, unless such date is extended (the “Expiration Date”). TechnipFMC currently expects settlement of the Exchange Offers to occur on March 29, 2017, unless the Expiration Date is extended. TechnipFMC and FMCTI reserve the right to terminate, withdraw, amend or extend the Exchange Offers and Consent Solicitations in their discretion.
Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Existing FMCTI Notes who complete and return an eligibility form confirming that they are either a “qualified institutional buyer” under Rule 144A or are not a “U.S. person” and are outside the United States under Regulation S for purposes of applicable securities laws. Except as amended by this press release, the complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (800) 967-4617 (U.S. toll-free) or (212) 269-5550 (banks and brokers). The eligibility form is available electronically at: www.dfking.com/technipfmc.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement, as amended by this press release, and only to such persons and in such jurisdictions as is permitted under applicable law.
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 plc
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
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.
Matt Seinsheimer, +1 281 260 3665
Vice President Investor Relations
Email: Matt Seinsheimer
Aurelia Baudey-Vignaud, +33 1 85 67 43 81
Senior Manager Investor Relations
Email: Aurelia Baudey-Vignaud
James Davis, +1 281 260 3665
Senior Manager Investor Relations
Email: James Davis
Laure Montcel, +33 1 49 01 87 81
Senior Manager Public Relations
Email: Laure Montcel
Delphine Nayral, +33 1 47 78 34 83
Corporate Press Relations
Email: Delphine Nayral