fti-202006260001681459false00016814592020-06-262020-06-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
June 26, 2020
Date of Report (Date of earliest event reported)
TechnipFMC plc
(Exact name of registrant as specified in its charter)
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| United Kingdom | | 001-37983 | | 98-1283037 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | |
| One St. Paul’s Churchyard | | | | |
| London | | | | |
| United Kingdom | | | | EC4M 8AP |
| (Address of principal executive offices) | | | | (Zip Code) |
+44 203-429-3950
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Securities registered pursuant to Section 12(b) of the Act: | | | | |
| Title of Each Class | | Trading Symbol | Name of Each Exchange on Which Registered | |
| Ordinary shares, $1.00 par value per share | | FTI | New York Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None. | | | | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.03 | Creation of a Direct Financial Obligation or an Obligation and Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 8.01 below is incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
€150,000,000 Private Offering of 4.50% Notes due 2025
On June 26, 2020, the Company entered into a subscription agreement with Deutsche Bank Aktiengesellschaft, as the sole manager, for the private offering and sale of €150,000,000 aggregate principal amount of new 4.500% notes due June 30, 2025, in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on Regulation S under the Securities Act.
The offering of the Notes closed on June 30, 2020. The Company intends to use the net proceeds from the Notes Offering to repay a portion of the Company’s near-term debt.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TechnipFMC plc |
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| | By: /s/ Dianne B. Ralston |
| Dated: | June 30, 2020 | Name: Dianne B. Ralston |
| | Title: Executive Vice President |
| | Chief Legal Officer and Secretary |