8-KMaterial AgreementsExhibits & Filings

TechnipFMC plc 8-K Report, Material Agreement (Dec 14, 2016)

Filed December 14, 2016For Securities:FTI

Summary

This Form 8-K filing by TechnipFMC Limited on December 14, 2016, reports on significant amendments and related agreements concerning the previously announced business combination between FMC Technologies, Inc. and Technip S.A. The primary purpose of this filing is to disclose amendments to the original Business Combination Agreement (BCA), including technical changes to closing mechanics and the addition of new entities (Merger Sub, UK Holdco, and US Holdco) to the BCA. These updates are crucial for the progression of the merger. Furthermore, FMC Technologies and TechnipFMC Limited issued a Waiver Letter to Technip, waiving certain conditions of the BCA. While some conditions have been waived, the parties will still seek court approval from the High Court of Justice of England and Wales, contingent on the satisfaction of certain outstanding conditions related to the listing of TechnipFMC Limited shares on the NYSE and Euronext Paris, as well as approval of the listing prospectus by the Autorité des Marchés Financiers. These actions signal continued progress toward the completion of the merger, which will create a new entity, TechnipFMC.

Key Highlights

  • 1Amendment No. 1 to the Business Combination Agreement (BCA) executed on December 14, 2016.
  • 2Technical changes to closing mechanics and the addition of new entities (TechnipFMC US Merger Sub LLC, TechnipFMC Holdings Limited, TechnipFMC US Holdings LLC) to the BCA via a Joinder Agreement.
  • 3FMC Technologies, Inc. and TechnipFMC Limited waived certain conditions of the BCA through a Waiver Letter.
  • 4The company is seeking court approval from the High Court of Justice of England and Wales.
  • 5The approval from the English High Court is conditional on the satisfaction of certain outstanding conditions related to stock exchange listings.
  • 6Conditions include the listing of TechnipFMC Limited shares on the NYSE and Euronext Paris.
  • 7Approval of the listing prospectus by the Autorité des Marchés Financiers is also a condition.

Frequently Asked Questions

The main purpose of this 8-K filing is to report amendments to the Business Combination Agreement (BCA) between FMC Technologies, Inc. and Technip S.A., as well as related agreements like a Joinder and a Waiver Letter. These updates are procedural steps towards the completion of their merger and the formation of TechnipFMC.

Amendment No. 1 introduces technical changes to the closing mechanics of the business combination and formally brings additional entities, such as TechnipFMC US Merger Sub LLC and UK/US Holding companies, into the BCA through a Joinder Agreement. This streamlines the structure for the combined entity.

No, not all conditions were waived. While a Waiver Letter was issued to waive certain conditions, the parties will still seek court approval from the High Court of Justice of England and Wales. This approval remains contingent on the satisfaction of specific outstanding conditions, particularly those related to the listing of TechnipFMC shares on the NYSE and Euronext Paris and the approval of the listing prospectus.

TechnipFMC Limited (formerly FMC Technologies SIS Limited) is the newly formed entity or 'Topco' that will serve as the parent company for the combined operations. It is a party to the BCA, the Amendment, the Joinder, and the Waiver Letter, and it is the registrant for this 8-K filing.