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
Most recent headlines
05/01/2027
Worlds first 802.15.4ab-UWB chip verified by Calterah and Rohde & Schwarz to be ...
09/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
09/10/2026
COW Jobs: Visual Storyteller - Emeryville, CA
Brie Clayton October 9, 2026
0 Comments
Visual Storyteller
October 7, 2026 COW Jobs: Cinematographer...
09/10/2026
Master 3-Point Lighting in After Effects With an Orbiting Light Rig
Graham Quince October 9, 2026
0 Comments
Ever wondered why your 3D renders in Afte...
09/10/2026
nxtedition will exhibit for the first time at Asias Broadcasting & Infotainment Show (A.B.I.S) in Mumbai, bringing its integrated production platform and latest...
09/10/2026
Today's AI Isn't the Answer
Andy Marken October 8, 2026
0 Comments
Let's say you're telling the truth, and this is all a dream. - Do...
09/10/2026
Ikegami to Introduce New UHK-X700VN Camera at NAB New York, Offering Advanced Cr...
09/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
09/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
09/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
09/10/2026
Witness world firsts, new arrivals and the work that goes on behind the scenes a...
09/10/2026
September 10 2026, 06:00 (PDT) Dolby Expands Dolby OptiView Platform with New Capabilities at IBC 2026
New Sports Intelligence helps providers better unders...
08/10/2026
Modern venues have come a long way since the tinny, echoing audio of the mid 20t...
08/10/2026
ESPN's first Super Bowl production will stream in English and Spanish on Disney+, while the ESPN App carries the full slate of game, ManningCast, studio, an...
08/10/2026
From high-school videoboards to War Eagle Productions, the Opelika native is learning how to lead shows and capture big moments
The future of live sports produ...
08/10/2026
The Television Academy and Prime Video have announced a six-year agreement making Prime Video the exclusive global home of the Emmy Awards beginning with the 20...
08/10/2026
Techex will exhibit at NAB Show New York 2026 (Booth 623, Javits Center, October...
08/10/2026
X Games has announced the appointment of Steve Rogers as Chief Operating Officer. Rogers previously served as COO of World Supercross and spent nearly a decade ...
08/10/2026
Fonn Group has appointed Trevor Spielmann as Sales Director for Germany, Austria, and Switzerland. Spielmann joins from EVS, where he held sales and business de...
08/10/2026
The flagship program will originate from major PG events with a four-camera production, live distribution across PGTV, social platforms
Perfect Game is bringin...
08/10/2026
Innovation rarely happens in a vacuum. More often, it happens at the point of collision: when worlds that have run on separate tracks begin to converge. That is...
08/10/2026
For decades, the production and broadcast services business has run on a familia...
08/10/2026
Uplynk, Zixi, BroadView Software, and Grass Valley have published The IP Converg...
08/10/2026
The NFL has announced the return of the Big Data Bowl, the league's analytics competition, now in its ninth year and again powered by AWS. Registration is o...
08/10/2026
Eutelsat has renewed its partnership with T l diffusion d'Alg rie (TDA), Algeria's national broadcasting network operator, for continued distribution of...
08/10/2026
Disney will livestream Super Bowl LXI on February 14, 2027, alongside the game's broadcast on ESPN and ABC. All Disney subscribers in the United States wi...
08/10/2026
RHStv and Red House Streaming have announced an expansion of their partnership w...
08/10/2026
Gray Media has announced a distribution agreement with TEGNA and DAZN to simulca...
08/10/2026
SVG readers can save 10% on registration and receive a complimentary Solutions H...
08/10/2026
PROTON Camera Innovations GmbH has been named a recipient of a 2026 Technology a...
08/10/2026
Industry leaders discuss real-world cloud workflows for live game production, pl...
08/10/2026
The next-gen audio technology joins Dolby Vision as part of Apple TV's immersive F1 experience...
08/10/2026
David France, Jesse Short Bull, Mato Wayuhi, N. Bird Runningwater, Jodi Archambau, Jhane Myers, Paul McGuire, Amber Morning Star Byars, Holly Macarro, Nick Tils...
08/10/2026
Dynamic panning plug-ins get an upgrade
Sound Particles have just announced major updates for two of their popular dynamic panning plug-ins. Energy Panner 2...
08/10/2026
New expandable instrument boasts full DMNO engine
UDO Audio have just announced the upcoming release of a new, expandable synth that packs the power of the ...
08/10/2026
Two new subwoofers added to monitoring line-up
ADAM Audio's monitoring range has just been expanded with two new DSP-equipped subwoofers, the Sub8 PRO a...
08/10/2026
eds3_5_jq(document).ready(function($) { $(#eds_sliderM519).chameleonSlider_2_1({ content_source:......
08/10/2026
Calrec gives broadcasters freedom of choice at NAB Show New York We're looking forward to meeting up with you all at NAB New York on 21st-22nd October.
Cal...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Globecast, a leading provider of broadcast, media and entertainment managed services, will showcase its next generation of media orchestration services at NAB S...
08/10/2026
Clear-Com played a critical role in the production communications infrastructure for Rock in Rio 2026, one of the world's largest and most recognized music...
08/10/2026
Sohonet Launches ClearView Rush: A Leap Forward in Studio Review, Built for Crea...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
08/10/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
Press release | January 12 2021 
