8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+3

TechnipFMC plc 8-K Report, Material Agreement (Feb 16, 2021)

Filed February 16, 2021For Securities:FTI

Summary

TechnipFMC plc (FTI) filed an 8-K on February 16, 2021, announcing the completion of its separation into two independent, publicly traded companies: the ongoing TechnipFMC, a technology and services provider, and the newly spun-off Technip Energies N.V., an engineering and technology company. This separation was structured as a spin-off, where TechnipFMC shareholders received ordinary shares of Technip Energies as a stock dividend. The filing details the material definitive agreements entered into to facilitate this separation, including those related to tax, employees, transition services, intellectual property, and financing. The spin-off aims to create two focused entities, potentially unlocking value and allowing for more tailored strategic approaches in their respective markets.

Key Highlights

  • 1Completion of the spin-off of Technip Energies N.V. as an independent company, with TechnipFMC shareholders receiving a dividend of Technip Energies shares.
  • 2Entry into several material definitive agreements, including Tax Matters, Employee Matters, Transition Services, and Intellectual Property Agreements, to govern the relationship between the two separated entities.
  • 3Establishment of a new $1,000,000,000 three-year senior secured multicurrency revolving credit facility by TechnipFMC, with an initial draw of $400 million to fund spin-off related costs.
  • 4TechnipFMC used net proceeds from a $1,000,000,000 senior notes issuance and cash on hand to repay certain existing indebtedness, including a $500 million senior notes due 2022 and two revolving credit facilities.
  • 5Details on the allocation of tax and employment liabilities between the two companies post-separation.
  • 6The Transition Services Agreement outlines reciprocal service provisions between TechnipFMC and Technip Energies for a limited period, primarily on a cost-plus basis.
  • 7Resignations of certain officers and directors from TechnipFMC in connection with the spin-off, not due to disagreements.

Frequently Asked Questions

This 8-K filing reports the completion of the spin-off of Technip Energies N.V. from TechnipFMC plc. Technip Energies is now an independent, publicly traded company, and its shares are listed on the Euronext Paris stock exchange.

TechnipFMC shareholders received ordinary shares of Technip Energies N.V. as a stock dividend. Specifically, each shareholder received one Technip Energies share for every five shares of TechnipFMC held as of the record date.

TechnipFMC entered into a $1,000,000,000 three-year senior secured multicurrency revolving credit facility. They drew $400 million from this facility to fund short-term needs associated with the spin-off, such as accelerated restructuring of liquidity and timing differences in investments and debt repayments.

Several agreements were established to govern the post-separation relationship. These include a Tax Matters Agreement, an Employee Matters Agreement, a Transition Services Agreement, and Intellectual Property Agreements (Patent License and Trademark Matters).