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Date, the following principal amounts of each series of Existing FMCTI Notes were validly tendered and not validly withdrawn (and consents thereby validly given and not validly revoked):
|CUSIP||Amount||Existing FMCTI Notes Tendered at|
|Title of Series||Number||Maturity Date||Outstanding||Expiration Date|
|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.
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.
Vice President Investor Relations
Tel: +1 281 260 3665
Email: Matt Seinsheimer
Senior Manager Investor Relations
Tel: +33 1 85 67 43 81
Email: Aurelia Baudey-Vignaud
Senior Manager Investor Relations
Tel: +1 281 260 3665
Email: James Davis
Vice President Corporate Communications
Tel: +33 1 47 78 39 92
Email: Christophe Belorgeot
Senior Manager Public Relations
Tel: +33 1 49 01 87 81
Email: Laure Montcel
Senior Manager Digital Communications
Tel: +1 281 405 4659
Email: Lisa Adams