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TechnipFMC plc 8-K Report, Material Agreement (Mar 30, 2017)

Filed March 30, 2017For Securities:FTI

Summary

TechnipFMC plc (FTI) has filed an 8-K report detailing the settlement of its previously announced exchange offers and consent solicitations for its senior notes. The company successfully exchanged a significant portion of its existing senior notes, originally issued by FMC Technologies, Inc. (FMCTI), for newly issued TechnipFMC plc senior notes. This move aims to streamline the company's debt structure and consolidate obligations under the new corporate entity. Specifically, TechnipFMC plc issued approximately $215.4 million of new 2.00% Senior Notes due October 1, 2017, and $459.8 million of new 3.45% Senior Notes due October 1, 2022. These new notes are senior unsecured obligations of TechnipFMC plc, ranking equally with other senior unsecured debt but structurally subordinated to subsidiary debt. The company also entered into a registration rights agreement to register these new notes with the SEC, with specific timelines and penalties for non-compliance, ensuring liquidity and marketability for the exchanged debt.

Key Highlights

  • 1Settlement of exchange offers for TechnipFMC plc senior notes originally issued by FMCTI.
  • 2Issuance of approximately $215.4 million in new 2.00% Senior Notes due October 1, 2017.
  • 3Issuance of approximately $459.8 million in new 3.45% Senior Notes due October 1, 2022.
  • 4New notes are senior unsecured obligations of TechnipFMC plc, with specific ranking and subordination provisions.
  • 5Entered into a Registration Rights Agreement to facilitate SEC registration of the new notes.
  • 6Mechanism for potential special additional interest payments if registration obligations are not met.
  • 7Amendment to existing FMCTI indenture to remove certain restrictive and reporting covenants for remaining outstanding notes.

Frequently Asked Questions

The primary purpose was to streamline TechnipFMC plc's debt structure by exchanging existing senior notes originally issued by FMC Technologies, Inc. (FMCTI) for new senior notes issued directly by TechnipFMC plc. This consolidation simplifies the debt profile under the unified corporate entity.

TechnipFMC plc issued approximately $215.4 million in aggregate principal amount of 2.00% Senior Notes due October 1, 2017, and approximately $459.8 million in aggregate principal amount of 3.45% Senior Notes due October 1, 2022. These notes are senior unsecured obligations of TechnipFMC plc.

The Registration Rights Agreement obligates TechnipFMC plc to file an exchange offer registration statement with the SEC for the new notes and have it declared effective within specific timeframes. Failure to meet these deadlines may result in TechnipFMC plc being required to pay special additional interest on the notes, providing a mechanism to incentivize timely registration and ensure potential market liquidity for investors holding these notes.

Following the exchange offers, FMCTI had approximately $84.6 million of Existing 2017 Notes and $40.1 million of Existing 2022 Notes remaining outstanding. The indenture governing these remaining notes was amended to remove certain restrictive and reporting covenants.