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 ...
07/10/2026
Dalet, a leading technology and service provider for media-rich organizations, today announced the latest Long-Term Supported (LTS) release of Dalet Flex. Build...
06/09/2026
June 9 2026, 23:00 (PDT) Dolby and MagentaTV Bring Fans Closer to the FIFA Worl...
04/08/2026
Dalet, a leading technology and service provider for media-rich organizations, t...
16/07/2026
33 leading exhibitors are taking part in the GREAT Britain and Northern Ireland Pavilions and linked locations across IBC2026 (Amsterdam RAI, 11 14 September)...
16/07/2026
Hitomi Broadcast will introduce Spectra, a new HDR colour verification solution measured in picture, not using VPID, at IBC2026 (Hall 10, Stand A40). Expanding ...
16/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
16/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
16/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
16/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
16/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
16/07/2026
Zixi, a leader in live video delivery and workflow orchestration, and Comcast Technology Solutions (CTS) today announced a strategic new integration to deliver ...
16/07/2026
Blackmagic Design Cameras Capture Immersive Flight for New Cirrus App
Brie Clayton July 15, 2026
0 Comments
Leader in Personal Aviation taps URSA Cin...
16/07/2026
XenData Announces LTO Archive Appliances with both File and S3 Object Storage In...
16/07/2026
Together the semi-finals had a combined reach of 1.98 million unique individuals...
15/07/2026
The 2026 FIFA World Cup is a big deal for DAZN, which has distribution rights in three markets: Italy, Spain, and Japan. Each requires a different editorial app...
15/07/2026
As sports-media organizations manage rapidly growing content libraries and incre...
15/07/2026
HBS director of digital Johannes Franken talks SVG Europe through the operation built to serve FIFA World Cup 2026 rights holders remotely from Stratford, east ...
15/07/2026
IBC has unveiled the conference program for IBC2026, with this year's event ...
15/07/2026
Software-defined wideband RF platform supports 96-kHz monitoring, streamlined fr...
15/07/2026
New AI-powered module enables broadcasters and content owners to extract dialogu...
15/07/2026
Weeklong gathering at EBU headquarters will test new IPMX capabilities and expand certified product ecosystem...
15/07/2026
Force Tech has announced the appointment of Bryan Adams, CTS, as Vice President of Integration. Adams will oversee AV and broadcast integration project delivery...
15/07/2026
USA Sports has announced an exclusive English-language agreement with the Bundes...
15/07/2026
ITV Sport's FIFA World Cup 2026 coverage has been produced from one of the m...
15/07/2026
Program will provide professional camera kits, training, and technical support to participating local newsrooms...
15/07/2026
San Francisco church becomes first U.S. deployment of the 2 M/E production switcher...
15/07/2026
Former ESPN and NFL Network executive to advise startup league on media, distribution, technology, and fan engagement...
15/07/2026
The Houston-based RSN is the live-game home of the Astros and Rockets...
15/07/2026
Launched alongside new FreqSoft installer
Designed to bridge the gap between hardware and software, Freqport's FreqInOut FO1 unit provides a simple way ...
15/07/2026
Save up to 55% on software until 23 July 2026
Expressive E have just launched their Summer Offer sale, with discounts of up to 55% now applied across their ...
15/07/2026
Real-time stem-separation tool updated
zplane have recently released a new and improved version of their real-time stem-separation plug-in which they say ma...
15/07/2026
A new benchmark in bass enhancement
Described as a new benchmark in bass enhancement , Baby Audio's latest release has been designed to augment the lo...
15/07/2026
DMC Production's AR 1 and AR 2 units reverse the conventional OB workflow, keeping all production-critical processing at the venue while operators work remo...
15/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
15/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
15/07/2026
GigaCloud, a leading Ukrainian cloud service provider, and Cubbit, the first geo-distributed cloud storage enabler, today announced a new Business Alliance Part...
15/07/2026
SMPTE, the global society for media professionals, technologists, and engineers, has announced the launch of the SMPTE 110th Anniversary Campaign, a fundraising...
15/07/2026
Studio Technologies, a leading manufacturer of high-quality audio, video, and fiber-optic solutions, unveils the new StudioComm Model 762 Stereo Level Control, ...
15/07/2026
COW Jobs: Producer, Virtual Events - Hybrid, Full Time, Salaried
Brie Clayton July 15, 2026
0 Comments
Producer, Virtual Events (Hybrid | Full-time | ...
15/07/2026
Brazilian media organization builds nationwide CDN with Broadpeak's high-performance software for low-latency streaming and new content distribution service...
15/07/2026
DHD announces a new utility designed to increase the efficiency of its audio mixing systems during initial installation and subsequent configuration.
Anyone w...
15/07/2026
BCNEXXT Brings Next-Generation Vipe to IBC2026, Breaking the 1:1 Channel-to-Server Ratio New innovations liberate broadcasters from legacy playout infrastructur...
15/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
15/07/2026
Share
Copy link
Facebook
X
Linkedin
Bluesky
Email...
15/07/2026
General-purpose robots and autonomous machines are moving from research labs to ...
15/07/2026
Wednesday 15 July 2026
Screeners and press pack now available: Gomorrah: The Or...
15/07/2026
Trinity's Treasures features Ruth Negga, Eleanor McEvoy, and David Norris, a...
15/07/2026
Join geographer Dr Susan Hegarty, Engineer Tim Joyce and Architect Orla Murphy a...
Press release | January 12 2021 
