Press release | January 12 2021
TechnipFMC plc Announces Filing of Current Report on Form 8-K Disclosing Entry Into Certain Material Agreements Relating to Its Previously Announced Separation Into Two Industry-Leading, Independent, -- 12 January 2021
LONDON & PARIS & HOUSTON--(BUSINESS WIRE)-- Regulatory News:
TechnipFMC plc ( TechnipFMC ) (NYSE:FTI) (Paris:FTI) (ISIN:GB00BDSFG982) announces that on 12 January 2021, it filed a Current Report on Form 8-K (the Form 8-K ) under the U.S. Securities Exchange Act of 1934, as amended, with the U.S. Securities and Exchange Commission (the SEC ) disclosing TechnipFMC's entry into certain material agreements relating to TechnipFMC's previously announced separation into two industry-leading, independent, publicly traded companies.
On January 7, 2021, TechnipFMC plc (the Company ) entered into the following agreements related to its planned separation into two industry-leading, independent, publicly traded companies (the Spin-off ):
a Separation and Distribution Agreement (the SDA ) with Technip Energies B.V. ( Technip Energies )
a Share Purchase Agreement (the Share Purchase Agreement ) with Bpifrance Participations SA ( BPI )
a Relationship Agreement with Technip Energies and BPI (the Relationship Agreement ) and
a Commitment Letter (the Commitment Letter ) with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., DNB Capital, LLC, Soci t G n rale, Sumitomo Mitsui Banking Corporation, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Bank of America, N.A., BofA Securities, Inc., Standard Chartered Bank and The Northern Trust Company, and certain of their affiliates (collectively, the Commitment Parties ).
The descriptions below of the SDA, Share Purchase Agreement, Relationship Agreement, and Commitment Letter, and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete terms and conditions of the SDA, Share Purchase Agreement, Relationship Agreement, and Commitment Letter, copies of which are attached as Exhibit 10.1, 10.2, 10.3, and 10.4, respectively, to the Form 8-K.
Separation and Distribution Agreement
The SDA sets forth Technip Energies' agreements with the Company regarding the principal actions to be taken in connection with the Spin-off.
Transfer of Assets and Assumption of Liabilities . The SDA identifies the assets to be transferred, liabilities to be retained or assumed (as applicable) and contracts to be assigned to each of the Company and Technip Energies, the purpose of which is to ensure that, as at the time of the distribution of Technip Energies shares held by the Company to the Company's shareholders in connection with the Spin-off (the Distribution ), Technip Energies and Technip Energies' subsidiaries own all of the assets required to operate the Technip Energies business and retain or assume (as applicable) all of the liabilities that relate to its business (whether arising prior to, at or after the date of execution of the SDA), unless otherwise agreed.
The SDA provides for when and how such transfers, assumptions and assignments will occur (to the extent that such transfers, assumptions and assignments have not already occurred prior to the parties' entry into the SDA). The SDA further sets forth the basis on which specified assets or liabilities (or any part thereof), the transfer of which is subject to a third party consent which has not been obtained by the date on which implementation of the separation occurs in the relevant jurisdiction, will continue to be held by the relevant transferor for the account, risk and economic benefit of, and at the cost of, the relevant transferee.
Conditions to Closing . The SDA also provides that several conditions must be satisfied, or waived by the Company, before the Spin-off can occur, including:
the SDA and the transactions contemplated by the SDA shall have been approved by each of the board of directors of the Company (the TechnipFMC Board ) and Technip Energies (the Technip Energies Board ), and such approvals shall not have been withdrawn
the European prospectus (the EU Prospectus ) filed in the Netherlands with the Stichting Autoriteit Financi le Markten (the AFM ) registering the Technip Energies shares shall have been approved by the AFM, with no stop order in effect with respect thereto
the actions and filings necessary or appropriate under applicable securities laws in connection with the Distribution shall have been taken or made, and, where applicable, have become effective or been accepted by the applicable governmental authority
the registration statement on Form F-1 (the Form F-1 ) filed with the Securities and Exchange Commission registering the Technip Energies shares shall be effective under the U.S. Securities Exchange Act of 1934, as amended, with no stop order in effect with respect thereto and no proceedings for that purpose being pending before or threatened by the Securities and Exchange Commission
the Technip Energies shares to be distributed to the Company's shareholders in the Distribution shall have been accepted for listing on the Euronext Paris (Compartment A) stock exchange ( Euronext Paris ), subject to official notice of distribution the Spin-off shall have been completed and (i) the Company, as of the effective time of the Spin-off, shall have no further liability whatsoever under the financing arrangements of Technip Energies (including in connection with any guarantees provided by the Company or any of its subsidiaries) and (ii) Technip Energies, as of the effective time of the Spin-off, shall have no liability whatsoever under the financing arrangements of the Company
the Distribution shall have been validly completed by Technip Energie
North America Stories
24/10/2025
NEW YORK Charters Spectrum Reach has announced that its clients have used Waymark's AI-driven ad creation platform to create more than 15,000 ads since Spec...
24/10/2025
BURLINGTON, Mass. Avid has today announced the release of Pro Tools 2025.10, a feature-rich update that the company said offers notable advances in immersive mu...
24/10/2025
NEW YORK In a major change for the ad industry, Comcast Advertising will unveil technology that enables agencies and brands to buy targetable, biddable ads on l...
24/10/2025
WASHINGTON The ATSC broadcast standards group has outlined a growing list of international activities that the group said is expanding its influence and solidif...
23/10/2025
Unlocking character: Sportcast on executing the Bundesliga and Bundesliga 2 new ...
23/10/2025
Clear coordination: Juggling the new Bundesliga rights cycle requirements and pu...
23/10/2025
Analysis: Is piracy just the cost of doing business? By Callum McCarthy, Editor-at-Large
Tuesday, October 21, 2025 - 09:58
Print This Story
It's high ...
23/10/2025
ESPN's Adam Whitlock on Driving Real-World Innovation Across the Video-Trans...
23/10/2025
SVG TranSPORT 2025 Unites 300+ Industry Leaders in New York for Deep Dive Into L...
23/10/2025
NBA Tip-Off: League Starts Season With Two New Broadcast Partners, In-House NBA ...
23/10/2025
NFL Deepens Business Partnership with EA Sports; More Madden Casts to Come?EA Sports will remain the exclusive producer and distributor of Madden NFL video game...
23/10/2025
NFL Moves Pro Bowl Games Indoors and to Super Bowl Week; Leans Into a Made-for-T...
23/10/2025
By Alan Dominguez
Recently I have been thinking about the intersection of two e...
23/10/2025
(L-R) Amber Fares and Noam Shuster Eliassi attend the 2025 Sundance Film Festival premiere of Coexistence, My Ass! at the Egyptian Theatre on January 26, 2025...
23/10/2025
The new solution is industry's first multi-channel receiver available for L3Harris's resilient tactical high-frequency data waveforms....
23/10/2025
NEW YORK During a high-profile session at NAB Show New York, new survey data was shared that revealed significant public concern over artificial intelligence (A...
23/10/2025
BELLEVUE, Wash. and NEW YORK Fox Weather has tapped T-Mobile as its preferred communications provider and said all of its reporters will be equipped with SuperM...
23/10/2025
RASTATT, Germany Broadcast and media workflow technology vendor Lawo has tapped Mike Wright as VP of sales, North America....
23/10/2025
MONTREAL European cultural broadcaster ARTE has selected Grass Valley LDX 135 cameras and Creative Grading solution as part of its move from SDI/1080i to a nati...
23/10/2025
CINCINNATI The E.W. Scripps Company has named Daniel Parsons as its new chief information security officer, effective Oct. 20....
23/10/2025
ALAMEDA, Calif. Northern Michigan broadcaster WWTV recently completed a major IP-based upgrade that connects its new Traverse City studio with its control room ...
23/10/2025
A deadline is looming for a new carriage deal between Verizon's Fios TV and Nexstar, with both Verizon and the pay TV-backed American Television Alliance bl...
23/10/2025
NEW YORK During a high-profile session at NAB Show New York, new survey data was shared that revealed significant public concern over artificial intelligence (A...
23/10/2025
BELLEVUE, Wash. and NEW YORK Fox Weather has tapped T-Mobile has as its preferred communications provider and announced that all Fox Weather reporters are being...
23/10/2025
PBS will use generative AI from Amazon Web Services to provide enhanced search results to viewers on the PBS App and PBS LearningMedia platforms, the network an...
23/10/2025
Back to All News
The Resurrected' Marks First Chinese-Language Series to L...
23/10/2025
The nights grow longer and the shadows get bolder with Vampire The Masquerade: B...
22/10/2025
MONTR AL - October 2, 2025 - The Institute of Technical Education (ITE) last mon...
22/10/2025
Prime Video Inks Deal To Present NFL Black Friday Game Worldwide By SVG Staff
Wednesday, October 22, 2025 - 10:06 am
Print This Story | Subscribe
Story ...
22/10/2025
NBA Tip-Off: ESPN Goes 1080p HDR End-to-End, Flipping HDR Switch on REMI and REM...
22/10/2025
FloSports Empowers Division II, III Athletic Departments With Turnkey Production...
22/10/2025
Wall Street Video Summit Debuts, Bringing Together 200 Financial Enterprise Vide...
22/10/2025
Dueling Pianos: International Chopin Piano Competition Is as Competitive as a Ba...
22/10/2025
The Orion spacecraft for NASA's Artemis II mission is stacked on the Space Launch System (SLS) rocket in High Bay 3 of the Vehicle Assembly Building at Kenn...
22/10/2025
L3Harris' Hybrid SATCOM is resilient by design, offering path diversity that eliminates vulnerabilities by routing data across the best available networks i...
22/10/2025
WASHINGTON, D.C. Organizers of NAB Show New York said they are expecting more than 12,000 registered attendees from about 100 countries along with 260 exhibitor...
22/10/2025
WASHINGTON, D.C The organizers of The 2025 NAB Show New York have announced that they are expecting more than 12,000 registered attendees from about 100 countr...
22/10/2025
Masque Sound, a leading theatrical sound reinforcement, installation and design company, supplied an extensive gear package of professional-grade equipment for ...
22/10/2025
Lightware, a global leader in signal management and AV connectivity solutions, is seeing strong market momentum for the UCX-3x3-TPX-RX20, a compact transmitter-...
22/10/2025
MELVILLE, N.Y. Chyron has released PAINT 10.2, the latest update for its telestration platform, adding support for SMPTE ST 2110 IP workflows, expanding brandin...
22/10/2025
WASHINGTON Run3TV today said NBCUniversal is joining as an investor in the ATSC 3.0 Framework Authority, which develops the Run3TV NextGen TV application platfo...
22/10/2025
ATLANTA swXtch.io will feature two new networking solutions extending the company's reach across more cloud and on-prem workflows at NAB Show New York, set ...
22/10/2025
The Warner Bros. Discoverys HBO Max streaming services has increased prices for all its streaming tiers effectively immediately for new customers. Existing cust...
22/10/2025
LOS ANGELES OpenDrives has signed a new distribution partnership deal with Versatile Distribution Services (VDS) to strengthen its channel and streamline how it...
22/10/2025
WASHINGTON, D.C The organizers of The 2025 NAB Show New York have announced that they are expecting more than 12,000 registered attendees from about 100 countr...
22/10/2025
Samora Pinderhughes Brings Immersive Sound to Berklee's Signature Series The artist and composer, who's worked with Herbie Hancock, Robert Glasper, Co...
22/10/2025
BMI Day at Berklee Celebrates Composer Fil Eisler and Awards Scholarship to Stud...
22/10/2025
October 22nd, 2025 TRIBECA ANNOUNCES STAR-STUDDED LINEUP OF MEMBERSHIP EVENTS F...
22/10/2025
European Broadcaster Upgrades To Grass Valley's NativeIP LDX 135 Cameras And...
Press release | January 12 2021 
