Press release | September 15 2021
TechnipFMC Announces Early Results in Connection with Its Previously Announced Note Tender Offer; Early Tender Premium Shall Apply through the Expiration Time
NEWCASTLE & HOUSTON--(BUSINESS WIRE)-- TechnipFMC plc (NYSE: FTI) (Paris: FTI) (the “Company”) announced today the results as of 5:00 p.m., New York City time, on September 14, 2021 (the “Early Tender Time”) of its previously announced cash tender offer (the “Tender Offer”) to purchase up to $250 million aggregate principal amount (the “Maximum Tender Amount”) of its 6.500% Senior Notes due 2026 (the “Notes”).
As of the Early Tender Time, $164,113,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn. These Notes are being accepted by the Company today without proration. Holders of Notes validly tendered at or prior to the Early Tender Time, not validly withdrawn and accepted for purchase in accordance with the terms of the Tender Offer are receiving today, for each $1,000 principal amount of such Notes, the “Total Consideration” of $1,075, 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 August 1, 2021 (the last interest payment date for the Notes) to, but not including, today.
Additionally, the Company announced today that the Early Tender Premium of $30.00 shall apply to Notes validly tendered from the date hereof to at or before the Expiration Time. The terms and conditions of the Tender Offer, including the withdrawal deadline, which was 5:00 p.m., New York City time, on September 14, 2021, otherwise remain unchanged and are set forth in an Offer to Purchase (the “Offer to Purchase”), dated August 31, 2021. Accordingly, tendered Notes may no longer be withdrawn.
The Tender Offer will expire at 11:59 p.m., New York City time, on September 28, 2021 (the “Expiration Time”), unless extended or earlier terminated. Holders of Notes validly tendered after the Early Tender Time and at or before the Expiration Time will be eligible to receive $1,075 for each $1,000 principal amount of such Notes. Following this announcement, such amount shall also be referred to as the “Tender Offer Consideration”.
In addition to the Tender Offer Consideration, such Holders will also receive, in respect of such Notes, accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the settlement date for such Notes. Payment for all Notes validly tendered after the Early Tender Time and accepted for purchase will be made promptly after the Expiration Time.
If more than the Maximum Tender Amount of Notes are validly tendered, and Notes are accepted for purchase, the amount of Notes that will be purchased will be prorated as described in the Offer to Purchase. Only Notes validly tendered after the Early Tender Time and at or before the Expiration Time will be subject to possible proration. The Company reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole discretion. The Company will return any Notes not accepted for purchase promptly after the Expiration Time.
The Company has engaged Citigroup Global Markets Inc. and BofA Securities, Inc. to act as the dealer managers for the Tender Offer. The Information Agent 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 (866) 470-3700 (toll-free) or (212) 430-3774. Questions regarding the Tender Offer should be directed to Citigroup Global Markets, Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) and BofA Securities, Inc. at (980) 388-3646 (collect) or email@example.com.
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.
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.
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 14 June 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.
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.
Vice President, Investor Relations
Tel: +1 281 260 3665
Email: Matt Seinsheimer
Senior Manager, Investor Relations
Tel: +1 281 260 3665
Email: James Davis
Vice President, Corporate Communications
Tel: +44 1383 742297
Email: Nicola Cameron
Director, Public Relations
Tel: +1 713 876 7296
Email: Catie Tuley
Source: TechnipFMC plc