TechnipFMC plc Commences Exchange Offers and FMC Technologies, Inc. Commences Consent Solicitations

Press release | February 28 2017

TechnipFMC plc Commences Exchange Offers and FMC Technologies, Inc. Commences Consent Solicitations LONDON & PARIS & HOUSTON--(BUSINESS WIRE)--Feb. 28, 2017--

Regulatory News:

TechnipFMC plc (Paris:FTI) (NYSE:FTI) (NYSE and Euronext: FTI) and FMC Technologies, Inc. today announced that TechnipFMC has commenced offers to exchange any and all outstanding notes issued by FMC Technologies as set forth in the table below for (i) up to $800 million aggregate principal amount of new notes issued by TechnipFMC and (ii) cash.

The following table sets forth the Exchange Consideration, Early Tender Payment and Total Exchange Consideration for each series of Existing FMCTI Notes:

Title of Series CUSIP

Number

Maturity

Date

Aggregate

Principal

Amount

Outstanding

Exchange

Consideration(1)

Early Tender

Payment(1)

Total Exchange

Consideration(1)(2)

2.00% Senior

Notes due 2017

30249U

AA9

October 1,

2017

$300,000,000 $970 principal amount of

New TechnipFMC

2.00% Senior Notes due

2017 and $1.00 in cash

$30 principal amount

of New TechnipFMC

2.00% Senior Notes

due 2017

$1,000 principal

amount of New

TechnipFMC 2.00%

Senior Notes due

2017 and $1.00 in

cash

3.45% Senior

Notes due 2022

30249U

AB7

October 1,

2022

$500,000,000 $970 principal amount of

New TechnipFMC

3.45% Senior Notes due

2022 and $1.00 in cash

$30 principal amount

of New TechnipFMC

3.45% Senior Notes

due 2022

$1,000 principal

amount of New

TechnipFMC 3.45%

Senior Notes due

2022 and $1.00 in

cash

(1) For each $1,000 principal amount of Existing FMCTI Notes (as defined herein) accepted for exchange.

(2) Includes Early Tender Payment (as defined herein).

In conjunction with the offers to exchange (each an Exchange Offer and collectively, the Exchange Offers ), FMC Technologies ( FMCTI ) is soliciting consents (each, a Consent Solicitation and, collectively, the Consent Solicitations ) to adopt certain proposed amendments to each of the indentures governing the notes issued by FMC Technologies as set forth in the table above (the Existing FMCTI Notes ) to eliminate certain covenants, restrictive provisions and events of default from such indentures. Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although TechnipFMC may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by TechnipFMC with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.

TechnipFMC will enter into a registration rights agreement pursuant to which TechnipFMC will agree to file an exchange offer registration statement with the Securities and Exchange Commission to allow holders of the new notes to be issued by TechnipFMC (the New TechnipFMC Notes ) to exchange New TechnipFMC Notes for the same principal amount of a new issue of notes with substantially identical terms, except that the exchange notes will generally be freely transferable under the United States Securities Act of 1933, as amended (the Securities Act ).

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated February 28, 2017 (the Offering Memorandum and Consent Solicitation Statement ).

Holders who validly tender their Existing FMCTI Notes at or prior to 11:59 p.m., New York City time, on March 13, 2017, unless extended (the Early Tender Date ), will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Payment as set forth in the table, for all such Existing FMCTI Notes that are accepted. For each $1,000 principal amount of Existing FMCTI Notes validly tendered after the Early Tender Date but prior to 11:59 pm., New York City time, on March 27, 2017, unless extended (the Expiration Date ), holders of Existing FMCTI Notes will not be eligible to receive the applicable Early Tender Payment and, accordingly, will only be eligible to receive the applicable Exchange Consideration as set forth in the table above on the settlement date. The settlement date is expected to occur within two business days after the Expiration Date.

Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Existing FMCTI Notes who complete and return an eligibility form confirming that they are either a qualified institutional buyer under Rule 144A or not a U.S. person and outside the United States under Regulation S for purposes of applicable securities laws. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by contacting D.F. King & Co., the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (800) 967-4617 (U.S. toll-free) or (212) 269-5550 (banks and brokers) or technipfmc@dfking.com. The eligibility form is available electronically at: www.dfking.com/technipfmc.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and only to such persons and in such jurisdictions as is permitted under applicable law.

The New TechnipF

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