8-KLeadership ChangesMaterial AgreementsExhibits & Filings

TechnipFMC plc 8-K Report, Material Agreement (Jan 12, 2021)

Filed January 12, 2021For Securities:FTI

Summary

TechnipFMC plc (FTI) filed an 8-K on January 12, 2021, detailing material definitive agreements related to its planned separation into two independent companies. The key event is the execution of a Separation and Distribution Agreement (SDA) with Technip Energies B.V., which outlines the terms for spinning off Technip Energies. This agreement specifies the transfer of assets and liabilities, conditions for closing the separation, and the operational framework post-separation. It also includes provisions for board representation, voting agreements, and mutual non-competition and non-solicitation undertakings. Further agreements include a Share Purchase Agreement with Bpifrance Participations SA (BPI) for the sale of Technip Energies shares valued at $200 million, subject to volume-weighted average pricing and ownership collars. A Relationship Agreement with BPI and Technip Energies governs BPI's governance rights and preemptive rights in the spun-off entity. Additionally, a Commitment Letter secures $1.85 billion in debt financing for Technip Energies. The filing also announces the appointment of Alf Melin as the new CFO, effective January 25, 2021, replacing Maryann Mannen.

Key Highlights

  • 1Execution of a Separation and Distribution Agreement (SDA) with Technip Energies B.V. to facilitate the spin-off.
  • 2BPI to purchase $200 million of Technip Energies shares, with ownership capped between 11.82% and 17.25% post-distribution.
  • 3TechnipFMC has secured $1.85 billion in debt financing for Technip Energies, comprising a revolving credit facility and a bridge loan.
  • 4The SDA details the transfer of assets and liabilities between TechnipFMC and the future independent Technip Energies entity.
  • 5BPI will have governance rights, including the ability to nominate directors to Technip Energies' board, based on its ownership stake.
  • 6The filing announces a CFO transition, with Alf Melin appointed as Executive Vice President and Chief Financial Officer, effective January 25, 2021.
  • 7Mutual non-competition (5 years) and non-solicitation (2 years) agreements are established between TechnipFMC and Technip Energies post-separation.

Frequently Asked Questions

The primary purpose of these agreements is to execute TechnipFMC's planned separation into two independent, publicly traded companies. The key agreements facilitate the spin-off of Technip Energies and establish the framework for the relationship between the two entities post-separation.

BPI will purchase $200 million worth of Technip Energies shares. The exact number of shares will be determined by the volume-weighted average price over a specific period after the distribution, with BPI's ownership capped between 11.82% and 17.25%. BPI will also have governance rights in Technip Energies.

Technip Energies has secured $1.85 billion in debt financing through a Commitment Letter. This includes a $1.0 billion first lien senior secured revolving credit facility and an $850 million second lien senior secured bridge loan facility, intended for general corporate purposes, refinancing existing debt, and working capital.

Yes, the Separation and Distribution Agreement imposes certain restrictions on TechnipFMC's ability to transfer its Technip Energies shares or ADRs for a period of 60 days post-distribution. There are also specific limitations on transfers to competitors, through accelerated book builds, or above certain trading volume thresholds prior to a change of control of Technip Energies.