Press release | January 29 2021 TechnipFMC plc Announces Filing of Current Report on Form 8-K Announcing the Completion of Its Previously Announced Offering of $1,000,000,000 in Aggregate Principal Amount of 6.500% Senior Notes Due LONDON & PARIS & HOUSTON--(BUSINESS WIRE)-- Regulatory News
TechnipFMC plc ( TechnipFMC ) (NYSE:FTI) (Paris:FTI) (ISIN:GB00BDSFG982) announces that on 29 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 plc's previously announced offering of $1,000,000,000 in aggregate principal amount of senior unsecured notes due 2026 (the Offering ) and certain information contained in the confidential offering memorandum dated January 22, 2021 to potential investors relating to the Offering.
Indenture
On 29 January 2021, TechnipFMC completed its previously announced offering of $1,000,000,000 in aggregate principal amount of 6.500% senior notes due 2026 (the Notes ). The Notes were issued at a price of 100% of the aggregate principal amount thereof.
The Notes were issued pursuant to, and are governed by, an indenture (the Indenture ), dated as of 29 January 2021, between the Company, the guarantors named therein and U.S. Bank National Association, as trustee (the Trustee ). The Notes and related guarantees were issued in a private offering exempt from the Securities Act of 1933, as amended (the Securities Act ) and have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
The net proceeds from the sale of the Notes were approximately $985,000,000, after deducting the underwriting discounts and estimated offering expenses. The Company intends to use the net proceeds from the issuance of the Notes, together with cash on hand, to (i) fully repay and terminate certain of the Company's existing indebtedness, (ii) pay fees and expenses related to the previously announced spin-off of its Technip Energies business segment (the Spin-off ) and (iii) provide working capital and for general corporate purposes.
The Notes are senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by substantially all of the Company's wholly-owned U.S. subsidiaries and, upon consummation of the Spin-off, will be guaranteed on a senior unsecured basis by substantially all of the Company's non-U.S. subsidiaries in Brazil, the Netherlands, Norway, Singapore and the United Kingdom.
The Notes accrue interest at a rate of 6.500% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2021. The Notes will mature on 1 February 2026.
The Company may redeem all or a part of the Notes at any time prior to 1 February 2023 by paying a make-whole premium plus accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any time prior to 1 February 2023, the Company may redeem up to 40% of the Notes with the net cash proceeds from certain equity offerings. On or after 1 February 2023, the Company may redeem all or a part of the Notes on the redemption dates and at the redemption prices specified in the Indenture.
The Company is obligated to offer to repurchase the Notes at a price of 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, upon the occurrence of certain change of control triggering events, subject to certain qualifications and exceptions. In addition, if the Spin-off is not consummated on or prior to 31 July 2021 or the Spin-off is terminated or abandoned at any time prior to 31 July 2021, then the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to but not including the date of the redemption. Pending the consummation of the Spin-off, the gross proceeds of the Notes will not be used by the Company for any purpose and will remain in a deposit account held at JPMorgan Chase Bank, N.A.
The Indenture contains customary covenants that, among other things, limit the Company's and its restricted subsidiaries' ability to incur additional indebtedness and guarantee indebtedness, pay dividends or make other distributions or repurchase or redeem the Company's capital stock, transfer or sell assets, make loans and investments, incur liens, enter into agreements that restrict dividends or other payments from non-guarantor restricted subsidiaries, consolidate, merge or sell all or substantially all assets, prepay or redeem or repurchase certain debt, issue certain preferred stock, make certain acquisitions and investments, engage in transactions with affiliates and create unrestricted subsidiaries. The foregoing covenants are subject to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.
The Indenture contains customary events of default, including, among other things, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate the amounts due under the Notes.
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