(TechnipFMC, 7.Jan.2021) — TechnipFMC plc announced the resumption of activities toward its planned separation into two industry-leading, independent, publicly traded companies: TechnipFMC, a fully integrated technology and services provider; and Technip Energies, a leading engineering and technology player. The separation would enhance TechnipFMC’s and Technip Energies’ focus on their respective strategies and provide both improved flexibility and growth opportunities, with each company uniquely positioned to capitalize on the energy transition.
— Separation to occur by means of a spin-off of 50.1% of the outstanding shares of Technip Energies common stock pro rata to TechnipFMC shareholders
— Bpifrance intends to invest $200mn in Technip Energies by acquiring shares from TechnipFMC to become a long-term reference shareholder of Technip Energies
— Technip Energies to be listed on Euronext Paris with American depositary receipts (“ADRs”)
— Separation expected to be completed in the first quarter of 2021
— TechnipFMC intends to conduct an orderly sale of its stake in Technip Energies
The transaction is expected to be structured as a spin-off of a majority stake in TechnipFMC’s Technip Energies segment. The separation is expected to be completed in the first quarter of 2021, subject to customary conditions and regulatory approvals.
The two companies would have:
— Distinct and expanding market opportunities and specific customer bases
— Enhanced focus of management, resources and capital
— Robust backlogs supporting future revenue
— Compelling and distinct investment profiles
Doug Pferdehirt, Chairman and CEO of TechnipFMC, stated, “We are very excited to announce the resumption of activities related to the separation and the creation of two industry-leading diversified pure-play companies poised to capitalize on the energy transition. The increased clarity we now have in the market outlook coupled with our demonstrated ability to successfully execute projects in this most challenging period give us confidence to move forward with the separation. We continue to believe this action would allow both businesses to thrive independently within their sectors, enabling each to unlock significant shareholder value.”
Bpifrance, which has been a substantial shareholder of TechnipFMC since 2009, is committed to support the transaction and intends to invest $200mn in Technip Energies by acquiring shares from TechnipFMC’s retained stake in Technip Energies. Shares received by Bpifrance for the new investment would be in addition to those it will receive as a current shareholder of TechnipFMC. As a result, Bpifrance will become a long-term reference shareholder of Technip Energies, supporting its energy transition-focused strategy.
The company intends to distribute 50.1 percent of the outstanding shares in Technip Energies to existing TechnipFMC shareholders on a pro rata basis. TechnipFMC will retain ownership of the remaining 49.9 percent of Technip Energies’ outstanding shares as of the distribution date.
Bpifrance’s $200mn investment in Technip Energies is subject to adjustment, and the incremental ownership stake will be determined based upon the first thirty day volume-weighted average price (“VWAP”) of Technip Energies’ shares, less a six percent discount. Bpifrance’s investment is subject to customary conditions and regulatory approval. The sale of shares to Bpifrance will further reduce TechnipFMC’s ownership in Technip Energies.
The company intends to conduct an orderly sale of its stake in Technip Energies over time. The company has further agreed to a lockup period that expires 60 calendar days from the date of separation.
Technip Energies will be incorporated in the Netherlands with its headquarters in Paris. Technip Energies’ listing will be on Euronext Paris, with Level 1 ADRs that will trade over-the-counter in the United States.
Following separation, TechnipFMC and Technip Energies are expected to be appropriately capitalized with sufficient cash to support anticipated operating and investment plans. We have provided a pro forma capital structure based on an estimated cash position of $4.6bn at the time of separation and the implementation of a targeted capital structure that reflects a reduction in the total outstanding debt. Notable items for both entities would be as follows (which figures are subject to change based on ordinary conduct of business of both entities and the timing of the transaction):
The company believes that the allocation of cash and debt will allow Technip Energies to attain an investment grade capital structure upon completion of the separation. The company also believes that TechnipFMC’s pro forma capital structure has the ability to support an investment grade rating by at least one credit rating agency.
The successful completion of the planned spin-off is subject to general market conditions, regulatory approvals and final Board approval.