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TechnipFMC plc 8-K Report, Acquisition Completed (Jan 17, 2017)

Filed January 17, 2017For Securities:FTI

Summary

This Form 8-K filing by TechnipFMC plc (FTI) on January 17, 2017, announces the successful completion of its business combination with FMC Technologies, Inc. The transaction, structured as a merger between Technip S.A. and FMC Technologies, Inc. with a new entity TechnipFMC plc surviving, officially closed on January 16, 2017. This merger creates a new, larger, and more diversified player in the oil and gas services sector, combining the complementary strengths of the two legacy companies. Key implications for investors include the formation of a new, combined entity with ordinary shares listed on both the New York Stock Exchange (NYSE) and Euronext Paris under the ticker symbol "FTI." The filing also details the new corporate governance structure, including the appointment of a new Board of Directors and executive management team, as well as the adoption of an equity incentive plan designed to align employee and shareholder interests. Investors should note the delisting of FMC Technologies common stock from the NYSE and the suspension of Technip ordinary shares from Euronext Paris prior to the open of trading on January 17, 2017.

Key Highlights

  • 1Completion of the business combination between Technip S.A. and FMC Technologies, Inc., forming TechnipFMC plc, effective January 16, 2017.
  • 2TechnipFMC plc's ordinary shares are approved for listing and trading on the New York Stock Exchange (NYSE) and Euronext Paris under the ticker symbol "FTI."
  • 3Prior shares of FMC Technologies common stock and Technip ordinary shares were suspended from trading on their respective exchanges.
  • 4Appointment of a new Board of Directors, comprising individuals designated by both former companies, with a majority determined to be independent.
  • 5Announcement of the executive management team for the combined entity, including Thierry Pilenko as Executive Chairman and Douglas Pferdehirt as Chief Executive Officer.
  • 6Adoption of the TechnipFMC plc Incentive Award Plan, establishing a share reserve for future equity awards to employees, directors, and consultants.
  • 7Disclosure of special, one-time transaction bonuses awarded to certain former Technip executives for their contributions to the combination.

Frequently Asked Questions

This filing officially announces the closing of the business combination between Technip S.A. and FMC Technologies, Inc., which has formed the new entity TechnipFMC plc. It details the completion of the mergers, the new stock listings, and the corporate structure of the combined company.

Existing shareholders of Technip had their ordinary shares exchanged for two ordinary shares of TechnipFMC plc, while FMC Technologies common stock shareholders received one TechnipFMC plc ordinary share for each share they held. The combined company's shares now trade on both the NYSE and Euronext Paris under the "FTI" ticker.

The new company, TechnipFMC plc, trades under the ticker symbol "FTI" and its ordinary shares are listed on both the New York Stock Exchange (NYSE) and the regulated market of Euronext Paris.

The transaction officially closed on January 16, 2017. The shares of TechnipFMC plc were approved for listing on the NYSE and Euronext Paris, with trading expected to commence under the symbol "FTI" starting January 17, 2017.