Press release | August 31 2021 TechnipFMC Commences Tender Offer For Up To $250 Million Principal Amount of Its Outstanding 6.500% Senior Notes due 2026 -- NEWCASTLE & HOUSTON--(BUSINESS WIRE)-- TechnipFMC plc (NYSE: FTI) (PARIS: FTI) (the Company ) announced today that it has commenced a tender offer (the Tender Offer ) for up to $250 million aggregate principal amount (the Maximum Tender Amount ) of its 6.500% Senior Notes due 2026 (the Notes ).
The terms and conditions of the Tender Offer are set forth in an Offer to Purchase (the Offer to Purchase ), dated August 31, 2021. The Company intends to fund the Tender Offer with cash on hand.
The following table summarizes the material pricing terms of the Tender Offer:
Per $1,000 Principal Amount of Notes
Aggregate
Principal
Maximum
Early
Title of
CUSIP
Amount
Tender
Tender Offer
Tender
Total
Security
Number
Outstanding
Amount(1)
Consideration(2)
Premium
Consideration
(2) (3)
6.500% Senior
Notes due 2026
87854XAE1 (Rule
144A) and
G87110AC9
(Regulation S)
$1,000,000,000
$250,000,000
$1,045
$30
$1,075
_______________
(1)
Represents maximum aggregate principal amount of Notes to be accepted for purchase by the Company, exclusive of accrued interest (as further described in the Offer to Purchase).
(2)
Per $1,000 principal amount of Notes validly tendered and accepted for purchase by the Company. Excludes accrued interest, which will be paid on Notes accepted for purchase by the Company as described in the Offer to Purchase.
(3)
Includes the Early Tender Premium for Notes validly tendered at or prior to the Early Tender Time and accepted for purchase by the Company.
The Tender Offer will expire at 11:59 P.M., New York City time, on September 28, 2021 (the Expiration Time ), unless extended or earlier terminated. Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on September 14, 2021 (the Early Tender Time ), and whose Notes are accepted for purchase, will receive, for each $1,000 principal amount of such Notes, the Total Consideration of $1,075, which includes an Early Tender Premium of $30.00. Holders who validly tender their Notes after the Early Tender Time will only be eligible to receive the Tender Offer Consideration, which is the Total Consideration less the Early Tender Premium.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders whose Notes are accepted for purchase will also receive accrued and unpaid interest from the last interest payment date for the Notes to, but not including, the applicable settlement date. Payment for all Notes validly tendered at or prior to the Early Tender Time and accepted for purchase will be made on the Early Settlement Date , which will be promptly after the Early Tender Time and is anticipated to occur on or about September 15, 2021. Payment for all Notes validly tendered after the Early Tender Time and accepted for purchase, if any, will be made promptly after the Expiration Time.
If more than the Maximum Tender Amount of Notes are validly tendered and not validly withdrawn, the Company will accept such Notes for purchase on a pro rata basis up to the Maximum Tender Amount. If, at the Early Tender Time, the aggregate principal amount of Notes validly tendered equals or exceeds the Maximum Tender Amount, the Company does not expect to accept for purchase any Notes validly tendered after the Early Tender Time. If, at the Early Tender Time, the aggregate principal amount of Notes validly tendered is less than the Maximum Tender Amount, the Company expects to accept for purchase all Notes validly tendered at or before the Early Tender Deadline without proration, and, in such instance, only Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time will be subject to possible proration. The Company reserves the right, but is not obligated, to increase the Maximum Tender Amount in its sole discretion.
Tendered Notes may be withdrawn at any time at or prior to, but not after, 5:00 p.m., New York City time, on September 14, 2021, unless extended by the Company, except under certain limited circumstances as otherwise required by law.
The consummation of the Tender Offer is not conditioned upon any minimum amount of Notes being tendered, but is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase.
The Company has engaged Citigroup Global Markets Inc. and BofA Securities Inc. to act as the dealer managers for the Tender Offer. The Information Agent for the Tender Offer is Global Bondholder Services Corporation. Copies of the Offer to Purchase and related offering materials are available by contacting the Information Agent at (866) 470-3700 (toll-free) or (212) 430-3774. Questions regarding the Tender Offer should be directed to Citigroup Global Markets, Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) and BofA Securities, Inc. at (980) 388-3646 (collect) or debt_advisory@bofa.com.
This press release is not an offer to purchase or a solicitation of an offer to sell any securities. The Tender Offer is being made solely pursuant to the terms of the Offer to Purchase. The Company may amend, extend or terminate the Tender Offer in its sole discretion. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction.
Forward-Looking Statements
This release contains forward-looking statements. The words expect, believe, estimated, and other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Such forward-looking st
