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
