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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TechnipFMC Limited | NYSE:FTI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.26 | -1.01% | 25.36 | 26.095 | 25.27 | 25.69 | 4,547,374 | 01:00:00 |
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Per Note
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Total
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Public Offering Price(1)
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%
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U.S. $
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Underwriting Discount
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%
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U.S. $
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Proceeds to TechnipFMC (before expenses)
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%
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U.S. $
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(1)
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Plus accrued interest, if any, from , 2020 to the date of delivery.
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BNP PARIBAS
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BofA Securities
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Credit Agricole CIB
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J.P. Morgan
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•
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“TechnipFMC” refers to TechnipFMC plc;
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the “Company” refers to TechnipFMC and its consolidated subsidiaries;
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“FMCTI” and “FMC Technologies” refer to FMC Technologies, Inc. and its consolidated subsidiaries;
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“Technip” refers to Technip S.A. and its consolidated subsidiaries; and
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“we,” “us” and “our” and similar expressions refer to the Company, except when used in connection with the “Notes,” in which case these terms refer solely to TechnipFMC.
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risks associated with disease outbreaks and other public health issues, including the coronavirus disease 2019 (“COVID-19”), their impact on the global economy and the business of our company, customers, suppliers and other partners, changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
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risks associated with our ability to consummate our proposed separation and spin-off of our Technip Energies segment;
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unanticipated changes relating to competitive factors in our industry;
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demand for our products and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets;
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our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets;
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potential liabilities arising out of the installation or use of our products;
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cost overruns related to our fixed price contracts or capital asset construction projects that may affect revenues;
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our ability to timely deliver our backlog and its effect on our future sales, profitability, and our relationships with our customers;
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our reliance on subcontractors, suppliers, and joint venture partners in the performance of our contracts;
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our ability to hire and retain key personnel;
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piracy risks for our maritime employees and assets;
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the potential impacts of seasonal and weather conditions;
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the cumulative loss of major contracts or alliances;
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U.S. and international laws and regulations, including existing or future environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations;
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disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;
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risks associated with the DTC and Euroclear for clearance services for shares traded on the New York Stock Exchange (“NYSE”) and the regulated market of Euronext Paris (“Euronext Paris”), respectively;
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the United Kingdom’s withdrawal from the European Union;
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risks associated with being an English public limited company, including the need for “distributable profits”, shareholder approval of certain capital structure decisions and the risk that we may not be able to pay dividends or repurchase shares in accordance with our announced capital allocation plan;
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compliance with covenants under our debt instruments and conditions in the credit markets;
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downgrade in the ratings of our debt could restrict our ability to access the debt capital markets;
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the outcome of uninsured claims and litigation against us;
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the risks of currency exchange rate fluctuations associated with our international operations;
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risks related to our acquisition and divestiture activities;
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failure of our information technology infrastructure or any significant breach of security, including related to cyber attacks, and our actual or perceived failure to comply with data security and privacy obligations;
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risks associated with tax liabilities, changes in U.S. federal or international tax laws or interpretations to which we are subject; and
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such other risk factors set forth in our filings with the SEC and in our filings with the Autorité des marchés financiers or the U.K. Financial Conduct Authority.
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established a thorough Business Continuity Planning process, which included the work from home initiative, when practical, to support continuity of operations;
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adopted enhanced sanitation practices across all offices and facilities, implemented personal hygiene protocols and measures to restrict non-essential business travel, and restricted non-essential visitors from visiting our offices and facilities;
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provided personal protective equipment and performed proactive health screening and testing of offshore personnel and required employees to self-quarantine when they may have been exposed to, or shown any symptoms of, COVID-19;
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collaborated more closely with clients to mitigate COVID-19 impacts in order to advance projects and meet customer requirements, albeit at reduced productivity in some instances; and
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engaged with critical vendors regarding their own pandemic preparedness plans to minimize the impact to our business operations.
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•
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rank equally in right of payment with all of TechnipFMC’s other existing and future unsubordinated debt, including TechnipFMC’s existing notes and any other series of debt securities issued under the indenture governing the Notes (the “Indenture”);
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•
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effectively rank junior to any of TechnipFMC’s secured debt, to the extent of the value of the collateral securing that debt, and will be structurally subordinated to all existing and future indebtedness and other liabilities of TechnipFMC’s subsidiaries; and
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rank senior in right of payment to all of TechnipFMC’s future subordinated debt.
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make it more difficult for us to make payments on our debt;
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require us to dedicate a substantial portion of our cash flow from operations to the payment of debt service, reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, distributions and other general corporate purposes;
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increase our vulnerability to adverse economic or industry conditions;
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limit our ability to obtain additional financing to enable us to react to changes in our business; or
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place us at a competitive disadvantage compared to businesses in our industry that have less debt.
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the time remaining to the maturity of the Notes;
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the outstanding amount of the Notes;
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•
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the terms related to optional redemption of the Notes; and
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•
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the level, direction and volatility of market interest rates generally.
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As of June 30, 2020
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Actual
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As Adjusted
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(U.S. dollars in millions)
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Cash and cash equivalents
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$4,809.5
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$
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Long-term debt
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Revolving Credit Facility(1)
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—
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—
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Euro Facility(2)
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—
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—
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Bilateral credit facilities(3)
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—
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—
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Commercial paper(4)
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$1,851.1
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$
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Synthetic bonds due 2021
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496.7
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% Senior Notes due 20 offered hereby
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—
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3.45% Senior Notes due 2022
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500.0
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500.0
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5.00% 2010 private placement notes due 2020(5)
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223.9
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—
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3.40% 2012 private placement notes due 2022
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167.9
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167.9
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3.15% 2013 private placement notes due 2023
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145.5
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145.5
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3.15% 2013 private placement notes due 2023
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139.9
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139.9
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4.50% 2020 private placement notes due 2025(6)
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167.9
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226.7
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4.00% 2012 private placement notes due 2027
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84.0
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84.0
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4.00% 2012 private placement notes due 2032
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111.8
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111.8
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3.75% 2013 private placement notes due 2033
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111.8
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111.8
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Bank borrowings(7)
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477.1
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477.1
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Other
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41.2
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41.2
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Unamortized issuing fees
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(11.8)
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(11.8)
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Total debt
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4,507.0
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Less: current borrowings
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524.1
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Total long-term debt
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3,982.9
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Total TechnipFMC stockholders’ equity
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$4,141.1
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$4,141.1
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Non-controlling interests
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34.5
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34.5
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Total stockholders’ equity
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$4,175.6
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$4,175.6
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Total capitalization
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$8,648.1
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$
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(1)
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As of August 10, 2020, we had no outstanding borrowings under our Revolving Credit Facility.
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(2)
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As of August 10, 2020, we had no outstanding borrowings under our Euro Facility.
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(3)
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As of August 10, 2020, we had no outstanding borrowings under our bilateral facilities.
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(4)
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Includes borrowings under the CCFF Program and the Commercial Paper Program. As of August 10, 2020, we had $785.3 million in outstanding commercial paper borrowings under the CCFF Program and U.S. $1,177.5 million in outstanding commercial paper borrowings under the Commercial Paper Program.
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(5)
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On July 27, 2020, TechnipFMC repaid in full the 5.00% 2010 private placement notes due 2020.
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(6)
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On June 30, 2020, TechnipFMC issued €150,000,000 aggregate principal amount of Euro Denominated Notes in a transaction exempt from the registration requirements of the Securities Act, in reliance on Regulation S under the Securities Act. On August 4, 2020, TechnipFMC issued an additional €50,000,000 aggregate principal amount of the Euro Denominated Notes.
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(7)
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Consists of a $174.0 million term loan and $303.1 million of outstanding borrowings under foreign committed credit lines.
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Moody’s Rating*
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Percentage
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Ba1
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0.25%
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Ba2
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0.50%
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Ba3
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0.75%
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B1 or below
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1.00%
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S&P Rating*
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Percentage
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BB+
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0.25%
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BB
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0.50%
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BB-
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0.75%
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B+ or below
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1.00%
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*
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Including the equivalent ratings of any Substitute Rating Agency.
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(1)
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if at any time less than two Rating Agencies provide a rating on the Notes for reasons not within TechnipFMC’s control, (i) TechnipFMC will use commercially reasonable efforts to obtain a rating on the Notes from a Substitute Rating Agency for purposes of determining any increase or decrease in the interest rate on the Notes pursuant to the tables above, (ii) such Substitute Rating Agency will be substituted for the last Rating Agency (or other Substitute Rating Agency, if applicable) to provide a rating on the Notes but which has since ceased to provide such rating, (iii) the relative ratings scale used by such Substitute Rating Agency to assign ratings to senior unsecured debt will be determined in good faith by an independent investment banking institution of national standing appointed by TechnipFMC and, for purposes of determining the applicable ratings included in the applicable table above with respect to such Substitute Rating Agency, such ratings shall be deemed to be the equivalent ratings used by Moody’s or S&P, as applicable, in such table, and (iv) the interest rate on the Notes will increase or decrease, as the case may be, such that the interest rate equals the interest rate with respect to the Notes set forth on the cover page of this prospectus supplement plus the appropriate percentage, if any, set forth opposite the rating from such Substitute Rating Agency in the applicable table above (taking into account the provisions of clause (iii) above) (plus any applicable percentage resulting from a decreased rating by the other Rating Agency (or Substitute Rating Agency, if applicable));
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(2)
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for so long as only one Rating Agency (or Substitute Rating Agency, if applicable) provides a rating on the Notes, any increase or decrease in the interest rate on the Notes necessitated by a reduction or increase in the rating by that Rating Agency (or Substitute Rating Agency, if applicable) shall be twice the applicable percentage set forth in the applicable table above;
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(3)
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if both Rating Agencies cease to provide a rating of the Notes for any reason, and no Substitute Rating Agency has provided a rating on the Notes, the interest rate on the Notes will increase to, or remain at, as the case may be, 2.00% per annum above the interest rate with respect to the Notes set forth on the cover page of this prospectus supplement;
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(4)
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if Moody’s or S&P ceases to rate the Notes or make a rating of the Notes publicly available for reasons within TechnipFMC’s control, TechnipFMC will not be entitled to obtain a rating from a Substitute Rating Agency therefor and the increase or decrease in the interest rate on the Notes shall be determined in the manner described above as if either only one or no Rating Agency provides a rating on the Notes, as the case may be;
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(5)
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each interest rate adjustment required by any decrease or increase in a rating as set forth above, whether occasioned by the action of Moody’s or S&P (or, in either case, any Substitute Rating Agency), shall be made independently of (and in addition to) any and all other interest rate adjustments occasioned by the action of the other Rating Agency (or Substitute Rating Agency, if applicable);
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(6)
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in no event will (i) the interest rate on the Notes be reduced to below the interest rate on the Notes at the time of issuance or (ii) the total increase in the interest rate on the Notes exceed 2.00% above the interest rate payable on the Notes on the date of their initial issuance; and
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(7)
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subject to clauses (3) and (4) above, no adjustment in the interest rate on the Notes shall be made solely as a result of a Rating Agency ceasing to provide a rating of the Notes.
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deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
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deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by TechnipFMC.
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deposit with the paying agent an amount equal to the Technip Energies Transaction Payment in respect of all Notes or portions of Notes properly tendered; and
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deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased by TechnipFMC.
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(1)
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100% of the principal amount of the Notes being redeemed; and
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(2)
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the sum of the present values of the remaining scheduled payments of principal and interest (assuming, for this purpose, such Notes mature on the Par Call Date) in respect of the Notes being redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus basis points.
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will be our unsecured senior obligations;
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will rank equally in right of payment with all of our other existing and future unsubordinated debt, including our existing notes and any other series of debt securities issued under the Indenture;
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will effectively rank junior to any of our secured debt, to the extent of the collateral securing that debt, and will be structurally subordinated to all existing and future indebtedness and other liabilities of our subsidiaries; and
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rank senior in right of payment to all of our future subordinated debt.
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(1)
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that would not have been imposed or levied but for the existence of any present or former connection (other than the mere acquisition, ownership or holding of, or the receipt of payment or the exercise or enforcement of rights in respect of, the Notes) between such holder or beneficial owner of the Notes
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(2)
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that are estate, inheritance, gift, sales, excise, transfer, personal property, wealth or similar Taxes;
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(3)
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payable other than by deduction or withholding from payments of principal and premium, if any, or interest on the Notes;
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(4)
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that would not have been imposed but for the failure of the applicable recipient of such payment to comply with any certification, identification, information, documentation or other reporting requirement to the extent:
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(a)
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such compliance is required by applicable law or official administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes (including, without limitation, a certification that the holder or beneficial owner is not resident in a Taxing Jurisdiction); and
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(b)
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at least 30 days before the first payment date with respect to which such Additional Amounts shall be payable, TechnipFMC has notified such recipient in writing that such recipient is required to comply with such requirement;
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(5)
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that would not have been imposed but for the presentation of a Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;
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(6)
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that are imposed with respect to any payment on a Note to any holder who is a fiduciary, partnership, limited liability company or other fiscally transparent entity or person other than the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership, limited liability company or other fiscally transparent entity or such beneficial owner would not have been entitled to receive the Additional Amounts had it been the holder of such Note;
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(7)
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that are imposed or withheld pursuant to Sections 1471 through 1474 of the Code, as of the issue date of the Notes (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law, or regulation, rule or practice adopted pursuant to or implementing an intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code;
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(8)
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that would not have been imposed if presentation for payment of a Note had been made to a paying agent in a member state of the European Union other than the paying agent to which the presentation was made;
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(9)
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any Taxes imposed by the United States or any political subdivision thereof; or
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(10)
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any combination of the foregoing items.
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(1)
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it determines that, as a result of any change in, amendment to or announced proposed change in the laws or any regulations, protocols or rulings (including a holding, judgment or order by a governmental agency or court of competent jurisdiction) promulgated thereunder of a Taxing Jurisdiction (or of any political subdivision, territory or taxing authority thereof) or, in the event of the assumption of its obligations under the Notes by a successor person not organized under the laws of a Taxing Jurisdiction (as described under “—Certain Covenants—Merger, Consolidation and Sale of Assets”), the jurisdiction in which such successor person is organized or resident (or deemed resident for tax purposes) (or, in each case, any political subdivision, territory or taxing authority thereof), or any change in the application or official interpretation of such laws, regulations, protocols or rulings (including a holding, judgment or order by a governmental agency or court of competent jurisdiction), or (in either case) any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties (including protocols) affecting taxation to which any such jurisdiction is a party, which change, execution or amendment becomes effective on or after (i) the issue date of the Notes or (ii) in the event of the assumption of TechnipFMC’s obligations under the Indenture and the Notes by a successor person not organized under the laws of a Taxing Jurisdiction (as described under “—Certain Covenants—Merger, Consolidation and Sale of Assets”), with respect to taxes imposed by the jurisdiction in which such successor person is organized or resident (or deemed resident for tax purposes), the date of the transaction resulting in such assumption and, in the case of either of (i) or (ii), TechnipFMC or such successor person, as applicable, would be required to pay Additional Amounts with respect to the Notes on the next succeeding payment date with respect to the Notes and the payment of such Additional Amounts cannot be avoided by the use of reasonable measures available to TechnipFMC or such successor person, as applicable; or
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(2)
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it determines, based upon an opinion of independent counsel of recognized standing, that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a Taxing Jurisdiction (or any political subdivision, territory or taxing authority thereof) or, in the event of the assumption of its obligations under the Notes by a successor person not organized under the laws of a Taxing Jurisdiction (as described under “—Certain Covenants—Merger, Consolidation and Sale of Assets”), the jurisdiction in which such successor person is organized or resident (or deemed resident for tax purposes), which action is taken or brought on or after (i) the issue date of the Notes or (ii) in the event of the assumption of TechnipFMC’s
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(1)
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on any Principal Property; or
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(2)
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on any Capital Stock or Indebtedness issued by any Restricted Subsidiary that owns or leases any Principal Property
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(1)
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Liens existing on, or provided for under the terms of agreements existing on, the date that any debt securities are issued under the Indenture;
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(2)
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Liens in favor of us or a Restricted Subsidiary;
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(3)
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Liens on any property or asset existing at the time of the acquisition thereof;
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(4)
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Liens on any property or asset of a Person or its subsidiaries existing at the time such Person is consolidated with or merged into us or a Restricted Subsidiary, or Liens on any property or asset of a Person existing at the time such Person becomes a Restricted Subsidiary;
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(5)
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Liens created within one year after the acquisition, completion, development and/or commencement of commercial operation on or of any property or asset acquired, constructed, developed, altered or improved;
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(6)
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Liens securing industrial revenue, pollution control or similar bonds;
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(7)
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Liens on any current assets that secure current liabilities;
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(8)
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Liens over deposits of cash or cash equivalent investments provided by way of cash collateral in order to secure any obligations under our revolving credit facility;
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(9)
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Liens to secure Indebtedness issued or guaranteed by, or in favor of, the United States or any state, territory or possession thereof (or the District of Columbia), any foreign country or any department, agency, instrumentality or political subdivision of any such jurisdiction;
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(10)
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Any netting or set-off or cash management arrangement entered into by us or any Restricted Subsidiary in the ordinary course of our or its banking or contractual arrangements for the purpose of netting debit and credit balances;
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(11)
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Liens arising by operation of law in the ordinary course of business;
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(12)
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Liens created over goods and documents of title to goods arising in the ordinary course of business, or letter of credit transactions entered into in the ordinary course of trade as security only for debt owed to a bank or financial institution directly relating to the goods or documents on or over which those Liens exist;
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(13)
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Liens arising out of title retention and set-off provisions in a supplier’s standard conditions for the supply of goods acquired by us or a Restricted Subsidiary;
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(14)
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Liens which arise on the basis of any judgment or award for which an appeal or proceedings for review are being pursued without delay and in good faith and in respect of which not more than 30 days have elapsed without a stay of execution in respect thereof having been granted;
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(15)
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Liens in respect of borrowings from the French Export Credit Corporation (COFACE), any similar governmental agency or any other state-owned or multilateral financial institution incurred by us or any Restricted Subsidiary to refinance any amount receivable under any export sales contract, provided that each such Lien consists only of a pledge of our or any Restricted Subsidiary’s claims under such contract against the foreign buyer and/or any Lien or guarantee of such claims;
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(16)
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Liens incidental to the conduct of our or a Restricted Subsidiary’s business or the ownership of our or a Restricted Subsidiary’s assets which (i) arise in the ordinary course of business, (ii) do not secure Indebtedness and (iii) do not in the aggregate materially detract from the value of our or a Restricted Subsidiary’s assets or materially impair the use thereof in the operation of our or a Restricted Subsidiary’s business including, without limitation, in connection with workers’ compensation, unemployment insurance and other social security legislation or deposits securing liability to insurance carriers under insurance or self-insurance arrangements or granted by us or any Restricted Subsidiary to any pension fund or managers securing the pension obligations of TechnipFMC or any Restricted Subsidiary;
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(17)
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Liens in favor of a Governmental Authority to secure payments under any contract or statute, or to secure any Indebtedness incurred in financing the acquisition, construction or improvement of property subject thereto, including Liens on, and created or arising in connection with the financing of the acquisition, construction or improvement of, any facility used or to be used in the business of TechnipFMC or any Restricted Subsidiary through the issuance of obligations, the income from which shall be excludable from gross income by virtue of Section 103 of the Code (or any subsequently adopted provisions thereof providing for a specific exclusion from gross income);
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(18)
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statutory Liens imposed by any Governmental Authority for taxes that are not yet due or that are being diligently contested in good faith by appropriate proceedings for which adequate reserves in conformity with GAAP have been provided therefor; and
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(19)
|
Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements), in whole or in part, of any Lien referred to in the bullet points above that would not otherwise be permitted thereby; provided, however, that:
|
(a)
|
the principal amount of Indebtedness secured thereby shall not exceed the principal amount of Indebtedness so secured at the time of such refinancing, refunding, extension, renewal or replacement (plus the aggregate amount of premiums, other payments, fees, costs and expenses
|
(b)
|
the property or asset that is subject to the Lien serving as a refinancing, refunding, extension, renewal or replacement is limited to some or all of the property or asset that was subject to the Lien so refinanced, refunded, extended, renewed or replaced (plus improvements on such property or asset).
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(1)
|
the Sale-Leaseback Transaction is solely with us or a Restricted Subsidiary;
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(2)
|
the lease in such Sale-Leaseback Transaction is for a period not in excess of three years, including renewal rights;
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(3)
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the lease in such Sale-Leaseback Transaction secures or relates to industrial revenue, pollution control or similar bonds;
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(4)
|
the Sale-Leaseback Transaction is entered into prior to or within 18 months after the purchase or acquisition of the Principal Property that is the subject of such Sale-Leaseback Transaction; or
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(5)
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within 12 months after the effective date of such transaction, we or our Restricted Subsidiary, as the case may be, applies an amount equal to the greater of (A) the net proceeds of such sale and (B) the Attributable Indebtedness of us and our Restricted Subsidiaries with respect to such Sale-Leaseback Transaction to:
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(a)
|
the voluntary defeasance or the prepayment, repayment, redemption or retirement of our Indebtedness that ranks pari passu with the debt securities in right of payment of principal, premium and interest;
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(b)
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the acquisition, construction, development or improvement of any Principal Property used or useful in our businesses (including the businesses of our Restricted Subsidiaries); or
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(c)
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any combination of applications referred to in clause (a) or (b) above.
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(1)
|
either (a) TechnipFMC is the surviving corporation or (b) the Person formed by or surviving any such conversion, consolidation, amalgamation, merger or scheme of arrangement (if other than TechnipFMC) or the Person to which such sale, conveyance, transfer or lease is made (i) assumes all the obligations of TechnipFMC under the debt securities and the Indenture pursuant to a supplemental indenture reasonably satisfactory to the trustee and (ii) is organized under the laws of a country that is a member of the Organisation for Economic Co-operation and Development, including the United States or any state thereof or the District of Columbia;
|
(2)
|
we or the successor will not immediately be in default under the Indenture; and
|
(3)
|
we deliver an officers’ certificate and opinion of counsel to the trustee stating that such conversion, consolidation, amalgamation, merger, scheme of arrangement or sale, conveyance, transfer or lease, and any related supplemental indenture, comply with the Indenture and that all conditions precedent set forth therein have been complied with.
|
(1)
|
all quarterly and annual reports on Forms 10-Q and 10-K required to be filed by companies that are subject to the periodic reporting requirements of the Exchange Act; and
|
(2)
|
all current reports on Form 8-K required to be filed by companies that are subject to the periodic reporting requirements of the Exchange Act.
|
•
|
pay the principal of, and interest and any premium on, the Notes when due;
|
•
|
maintain a place of payment for the Notes;
|
•
|
deliver a certificate to the trustee after the end of each fiscal year reviewing our compliance with our obligations under the Indenture;
|
•
|
except as provided in the covenant described above under “—Merger, Consolidation and Sale of Assets,” preserve our corporate existence; and
|
•
|
deposit sufficient funds with any paying agent on or before the due date for any payment of principal, interest or premium.
|
(1)
|
failure to pay any interest on any debt security of that series when due, which failure continues for 30 days;
|
(2)
|
failure to pay the principal of or any premium on any debt security of that series when due;
|
(3)
|
failure to deposit any mandatory sinking fund payment on any debt security of that series when due, which failure continues for 30 days;
|
(4)
|
failure to perform, or a breach of, any other covenant of TechnipFMC in the Indenture (other than a covenant included in the Indenture for the benefit of another series), which failure or breach continues for 90 days (or, in the case of the covenant described above under “—Certain Covenants—Reports,” 120 days) after written notice from the trustee or the holders of at least 25% in principal amount of debt securities of all series having the benefit of such covenant;
|
(5)
|
TechnipFMC, pursuant to or within the meaning of any bankruptcy, insolvency, reorganization or other similar law, (i) commences a voluntary case, (ii) consents to the entry of any order for relief against it in an involuntary case, (iii) consents to the appointment of a custodian or similar official of it or for any substantial part of its property, or (iv) makes an assignment for the benefit of its creditors, or TechnipFMC admits its inability to pay its debts generally as they come due or takes any corporate action in furtherance of any of the actions referred to above in this clause (5);
|
(6)
|
a court of competent jurisdiction enters an order or decree under any bankruptcy, insolvency, reorganization or other similar law that (i) is for relief against TechnipFMC in an involuntary case, (ii) appoints a custodian or similar official of TechnipFMC or for any substantial part of its property or adjudges TechnipFMC insolvent, or (iii) orders the winding up or liquidation of TechnipFMC; and the order or decree remains unstayed and in effect for 60 consecutive days; or
|
(7)
|
any other event of default as may be specified in the supplemental indenture with respect to debt securities of that series.
|
(a)
|
the present value of the total net amount of rent required to be paid under the lease involved in such Sale-Leaseback Transaction during the remaining term thereof (including any renewal term exercisable at the lessee’s option or period for which such lease has been extended), discounted at the rate of interest set forth or implicit in the terms of such lease or, if not practicable to determine such rate, the weighted average interest rate per annum borne by the debt securities outstanding compounded semiannually; and
|
(b)
|
if the obligation with respect to the Sale-Leaseback Transaction constitutes an obligation that is required to be accounted for as a capital lease obligation in accordance with GAAP, the amount equal to the capitalized amount of such obligation determined in accordance with generally accepted accounting principles and included in the financial statements of the lessee.
|
(1)
|
in the case of a corporation, corporate stock;
|
(2)
|
in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
|
(3)
|
in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
|
(4)
|
any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
|
(1)
|
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of TechnipFMC and its Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Section 13(d) of the Exchange Act);
|
(2)
|
the adoption of a plan relating to the liquidation or dissolution of TechnipFMC;
|
(3)
|
the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” or “group” becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of TechnipFMC, measured by voting power rather than number of shares; or
|
(4)
|
TechnipFMC consolidates with or merges with or into, any person, or any person consolidates with or merges with or into, TechnipFMC, in any such event pursuant to a transaction in which any of TechnipFMC’s outstanding Voting Stock or of such other person is converted into or exchanged for cash, securities or other property;
|
(a)
|
all obligations of such Person for borrowed money;
|
(b)
|
all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (other than the non-negotiable notes of such Person issued to its insurance carriers in lieu of maintenance of policy reserves in connection with its workers’ compensation and auto liability insurance program);
|
(c)
|
all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable, expense accruals and deferred employee compensation items arising in the ordinary course of business;
|
(d)
|
all non-contingent obligations of such person to reimburse any issuing bank or any other Person in respect of amounts payable or paid under letters of credit or similar instruments that have been drawn or called upon;
|
(e)
|
all obligations of such Person as lessee under capital leases;
|
(f)
|
all Indebtedness of others secured by any Lien on any asset of such person, whether or not such Indebtedness is assumed by such Person; and
|
(g)
|
all guarantees, indemnities or similar assurance against financial loss provided by such Person in respect of the Indebtedness of any other Person.
|
(1)
|
Baa3 (or the equivalent) by Moody’s; and
|
(2)
|
BBB– (or the equivalent) by S&P,
|
•
|
in the payment of the principal of, premium, if any, or interest on, any debt security; or
|
•
|
in respect of a covenant which under the Indenture cannot be amended without the consent of the holder of each outstanding debt security affected.
|
(1)
|
deliver all outstanding debt securities of that series to the trustee for cancellation; or
|
(2)
|
all such debt securities not so delivered for cancellation have either become due and payable or by their terms will become due and payable within one year or are called for redemption within one year, and in the case of this bullet point we have deposited with the trustee in trust an amount of cash sufficient to pay the entire indebtedness of such debt securities, including interest to their stated maturity or applicable redemption date.
|
•
|
who either pays interest to or receives interest for the benefit of an individual; or
|
•
|
who either pays amounts payable on the redemption of the Notes that are “deeply discounted securities” to, or receives such amounts for the benefit of, an individual.
|
Underwriter
|
| |
Principal
Amount of
Notes
|
BNP Paribas Securities Corp.
|
| |
U.S. $
|
BofA Securities, Inc.
|
| |
|
Credit Agricole Securities (USA) Inc.
|
| |
|
J.P. Morgan Securities LLC
|
| |
|
Total
|
| |
U.S. $
|
(a)
|
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
|
(b)
|
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
|
(a)
|
to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), or to any person arising from an offer referred to in Section 275(1A), or Section 276(4)(i)(B) of the SFA;
|
(b)
|
where no consideration is or will be given for the transfer;
|
(c)
|
where the transfer is by operation of law;
|
(d)
|
as specified in Section 276(7) of the SFA; or
|
(a)
|
the aggregate consideration payable on acceptance of the offer or invitation by each offeree or invitee is at least A$500,000 (or its equivalent in another currency, in either case, disregarding moneys lent by the person offering the Notes or making the invitation or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or 7.9 of the Corporations Act;
|
(b)
|
the offer, invitation or distribution complied with the conditions of the Australian financial services license of the person making the offer, invitation or distribution or an applicable exemption from the requirement to hold such license;
|
(c)
|
the offer, invitation or distribution complies with all applicable Australian laws, regulations and directives (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act);
|
(d)
|
the offer or invitation does not constitute an offer or invitation to a person in Australia who is a “retail client” as defined for the purposes of Section 761G of the Corporations Act; and
|
(e)
|
such action does not require any document to be lodged with ASIC or the ASX.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 3, 2020;
|
•
|
the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 13, 2020;
|
•
|
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, as filed with the SEC on May 4, 2020 and July 31, 2020, respectively; and
|
•
|
our Current Reports on Form 8-K, as filed with the SEC on April 22, 2020 (Item 5.02 only), April 24, 2020, May 21, 2020, June 15, 2020 and June 30, 2020.
|
•
|
our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 3, 2020;
|
•
|
the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our Definitive Proxy Statement on Schedule 14A, as filed with the SEC on March 13, 2020;
|
•
|
our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, as filed with the SEC on May 4, 2020 and July 31, 2020, respectively;
|
•
|
our Current Reports on Form 8-K, as filed with the SEC on April 22, 2020 (Item 5.02 only), April 24, 2020, May 21, 2020, June 15, 2020, and June 30, 2020; and
|
•
|
the description of our ordinary shares contained in Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as filed with the SEC on March 3, 2020.
|
•
|
risks associated with disease outbreaks and other public health issues, including the coronavirus disease 2019, their impact on the global economy and the business of our company, customers, suppliers and other partners, changes in, and the administration of, treaties, laws, and regulations, including in response to such issues and the potential for such issues to exacerbate other risks we face, including those related to the factors listed or referenced below;
|
•
|
risks associated with our ability to consummate our proposed separation and spin-off of our Technip Energies segment;
|
•
|
unanticipated changes relating to competitive factors in our industry;
|
•
|
demand for our products and services, which is affected by changes in the price of, and demand for, crude oil and natural gas in domestic and international markets;
|
•
|
our ability to develop and implement new technologies and services, as well as our ability to protect and maintain critical intellectual property assets;
|
•
|
potential liabilities arising out of the installation or use of our products;
|
•
|
cost overruns related to our fixed price contracts or capital asset construction projects that may affect revenues;
|
•
|
our ability to timely deliver our backlog and its effect on our future sales, profitability and our relationships with our customers;
|
•
|
our reliance on subcontractors, suppliers and joint venture partners in the performance of our contracts;
|
•
|
our ability to hire and retain key personnel;
|
•
|
piracy risks for our maritime employees and assets;
|
•
|
the potential impacts of seasonal and weather conditions;
|
•
|
the cumulative loss of major contracts or alliances;
|
•
|
U.S. and international laws and regulations, including existing or future environmental regulations, that may increase our costs, limit the demand for our products and services or restrict our operations;
|
•
|
disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business;
|
•
|
risks associated with The Depository Trust Company and Euroclear for clearance services for shares traded on the New York Stock Exchange and on the regulated market of Euronext Paris, respectively;
|
•
|
the United Kingdom’s withdrawal from the European Union;
|
•
|
risks associated with being an English public limited company, including the need for “distributable profits”, shareholder approval of certain capital structure decisions and the risk that we may not be able to pay dividends or repurchase shares in accordance with our announced capital allocation plan;
|
•
|
compliance with covenants under our debt instruments and conditions in the credit markets;
|
•
|
downgrade in the ratings of our debt could restrict our ability to access the debt capital markets;
|
•
|
the outcome of uninsured claims and litigation against us;
|
•
|
the risks of currency exchange rate fluctuations associated with our international operations;
|
•
|
risks related to our acquisition and divestiture activities;
|
•
|
failure of our information technology infrastructure or any significant breach of security, including related to cyber attacks, and our actual or perceived failure to comply with data security and privacy obligations;
|
•
|
risks associated with tax liabilities, changes in U.S. federal or international tax laws or interpretations to which we are subject; and
|
•
|
such other risk factors set forth in our filings with the SEC and in our filings with the Autorité des marchés financiers or the U.K. Financial Conduct Authority.
|
•
|
the title and ranking of the debt securities (including the terms of any subordination provisions);
|
•
|
the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;
|
•
|
any limit on the aggregate principal amount of the debt securities;
|
•
|
the date or dates on which the principal of the securities of the series is payable;
|
•
|
the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
|
•
|
the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;
|
•
|
the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;
|
•
|
any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
|
•
|
the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
|
•
|
the denominations in which the debt securities will be issued, if other than denominations of U.S. $2,000 and integral multiples of $1,000 in excess thereof;
|
•
|
whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
|
•
|
the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
|
•
|
the currency of denomination of the debt securities, which may be U.S. Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;
|
•
|
the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;
|
•
|
if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
|
•
|
the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;
|
•
|
any provisions relating to any security provided for the debt securities;
|
•
|
any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
|
•
|
any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
|
•
|
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
|
•
|
the provisions, if any, relating to conversion or exchange of any debt securities of such series, including, if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;
|
•
|
any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and
|
•
|
whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees.
|
•
|
either (a) TechnipFMC is the surviving corporation or (b) the person formed by or surviving any such conversion, consolidation, amalgamation, merger or scheme of arrangement (if other than TechnipFMC) or the person to which such sale, conveyance, transfer or lease is made (i) assumes all the obligations of TechnipFMC under the debt securities and the indenture pursuant to a supplemental indenture reasonably satisfactory to the trustee and (ii) is organized under the laws of a country that is a member of the Organisation for Economic Co-operation and Development, including the United States or any state thereof or the District of Columbia;
|
•
|
we or the successor will not immediately be in default under the indenture; and
|
•
|
we deliver an officers’ certificate and opinion of counsel to the trustee stating that such conversion, consolidation, amalgamation, merger, scheme of arrangement or sale, conveyance, transfer or lease, and any related supplemental indenture, comply with the indenture and that all conditions precedent set forth therein have been complied with.
|
(1)
|
failure to pay any interest on any debt security of that series when due, which failure continues for 30 days;
|
(2)
|
failure to pay the principal of or any premium on any debt security of that series when due;
|
(3)
|
failure to deposit any mandatory sinking fund payment on any debt security of that series when due, which failure continues for 30 days;
|
(4)
|
failure to perform, or a breach of, any other covenant of TechnipFMC in the indenture (other than a covenant included in the indenture for the benefit of another series), which failure or breach continues for 90 days after written notice from the trustee or the holders of at least 25% in principal amount of debt securities of all series having the benefit of such covenant;
|
(5)
|
TechnipFMC, pursuant to or within the meaning of any bankruptcy, insolvency, reorganization or other similar law, (i) commences a voluntary case, (ii) consents to the entry of any order for relief against it in an involuntary case, (iii) consents to the appointment of a custodian or similar official of it or for any substantial part of its property, or (iv) makes an assignment for the benefit of its creditors, or TechnipFMC admits its inability to pay its debts generally as they come due or takes any corporate action in furtherance of any of the actions referred to above in this clause (5);
|
(6)
|
a court of competent jurisdiction enters an order or decree under any bankruptcy, insolvency, reorganization or other similar law that (i) is for relief against TechnipFMC in an involuntary case, (ii) appoints a custodian or similar official of TechnipFMC or for any substantial part of its property or adjudges TechnipFMC insolvent, or (iii) orders the winding up or liquidation of TechnipFMC; and the order or decree remains unstayed and in effect for 60 consecutive days; or
|
(7)
|
any other event of default as may be specified in the supplemental indenture with respect to debt securities of that series.
|
•
|
in the payment of the principal of, premium, if any, or interest on, any debt security; or
|
•
|
in respect of a covenant which under the indenture cannot be amended without the consent of the holder of each outstanding debt security affected.
|
•
|
deliver all outstanding debt securities of that series to the trustee for cancellation; or
|
•
|
all such debt securities not so delivered for cancellation have either become due and payable or by their terms will become due and payable within one year or are called for redemption within one year, and in the case of this bullet point we have deposited with the trustee in trust an amount of cash sufficient to pay the entire indebtedness of such debt securities, including interest to their stated maturity or applicable redemption date.
|
•
|
the securities to which the guarantees apply;
|
•
|
whether the guarantees are senior or subordinate to other guarantees or debt;
|
•
|
the terms under which the guarantees may be amended, modified, waived, released or otherwise terminated, if different from the provisions applicable to the guaranteed debt securities; and
|
•
|
any additional terms of the guarantees.
|
•
|
the title of such warrants;
|
•
|
the aggregate number of such warrants;
|
•
|
the price or prices at which such warrants will be issued;
|
•
|
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices or any combination of the foregoing, purchasable upon exercise of such warrants;
|
•
|
the price at which, and the currency or currencies in which the securities purchasable upon exercise of, such warrants may be purchased;
|
•
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
•
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
•
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
•
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
•
|
any other material terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
•
|
the terms of the units and of any of the ordinary shares, preference shares, debt securities, guarantees, warrants or share purchase contracts comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
•
|
a description of the terms of any unit agreement governing the units; and
|
•
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
•
|
through underwriters or dealers;
|
•
|
through agents;
|
•
|
directly to one or more purchasers; or
|
•
|
through a combination of any of these methods of sale.
|
1 Year TechnipFMC Chart |
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