On
- a Tax Matters Agreement (the “TMA”) with Technip Energies;
- an Employee Matters Agreement (the “EMA”) with Technip Energies;
- a Transition Services Agreement (the “TSA”) with Technip Energies;
- a Patent License Agreement and a Co-Existence and Trademark Matters Agreement, each with Technip Energies (collectively, the “Intellectual Property Agreements”);
- a Credit Agreement with
JPMorgan Chase Bank, N.A .,Citigroup Global Markets Inc. or an affiliate,DNB Capital, LLC or an affiliate, Société Générale,Sumitomo Mitsui Banking Corporation ,Wells Fargo Securities, LLC andBofA Securities, Inc. , collectively, as lead arrangers,JPMorgan Chase Bank, N.A ., as administrative agent, Standard Chartered Bank, as documentation agent, and the lenders party thereto (the “Credit Agreement”); and - a Supplemental Indenture with the guarantors named therein and
U.S. Bank National Association , as trustee (the “Supplemental Indenture”).
The descriptions below of the TMA, EMA,
Tax Matters Agreement
The TMA governs the Company’s and Technip Energies’ respective rights, responsibilities, and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings, and certain other matters regarding taxes.
Generally, the Company is liable for all pre-Spin-off taxes attributable to the business of Technip Energies required to be reported on either combined, consolidated, unitary or similar returns that include one or more of the Company and its subsidiaries (other than Technip Energies and its subsidiaries) and one or more of Technip Energies and its subsidiaries or returns that include only one or more of the Company and its subsidiaries (other than Technip Energies and its subsidiaries). Technip Energies is generally liable for all taxes attributable to the Technip Energies business required to be reported on returns that include only one or more of Technip Energies and its subsidiaries. In addition, the TMA addresses the allocation of liability for taxes that are incurred as a result of the separation undertaken to effectuate the Spin-off.
Employee Matters Agreement
Allocation of employment liabilities. Subject to certain exceptions, the general principle for the allocation of employment and service-related liabilities is that (i) Technip Energies assumes all such liabilities relating to Technip Energies’ employees and former employees of the Company who worked wholly or substantially in the business of Technip Energies as of the date of the termination of their employment (“former Technip Energies employees”) and (ii) the Company retains all such liabilities relating to all other current and former employees of the Company (including employees who are identified as Technip Energies employees, but do not in fact transfer to Technip Energies), in each case, regardless of when such liabilities arise.
Terms and conditions of Technip Energies employees. As of the completion of the Spin-off, Technip Energies will provide each of its current employees with the same basic salary and contractual benefits that he or she received prior to the date of his or her transfer to Technip Energies.
Employee benefit and cash bonus plans. The employees of Technip Energies will generally, as of the date of the Spin-off or as of the date of such employee’s applicable employment transfer date, be eligible to participate in Technip Energies employee benefit plans that are substantially similar to those that apply to them prior to the date of the Spin-off. Technip Energies will establish a cash bonus plan for the 2021 performance period.
Share-based incentive schemes. Awards granted under share-based incentive schemes will be treated as follows:
- Generally, the restricted stock units of the Company (the “RSUs”) that were scheduled to vest in less than one year from the closing of the Spin-off, to the extent not previously vested, were accelerated, and were settled into the Company shares prior to the Spin-off and are eligible to receive the dividend in kind resulting from the Spin-off if such shares continue to be held on
February 17, 2021 (the “Record Date”). This acceleration did not apply to Company executives. - The performance restricted stock units of the Company (the “PSUs”) that were scheduled to vest in less than one year from the closing of the Spin-off, to the extent not previously accelerated, and were settled into the Company shares prior to the Spin-off based on actual performance as of immediately prior to the acceleration and are eligible to receive the dividend in kind resulting from the Spin-off if such shares continue to be held on the Record Date. This acceleration did not apply to Company executives.
- Holders of the Company unvested options, RSUs, and PSUs will not receive the dividend in kind resulting from the Spin-off, and such awards will be treated as described in Technip Energies’ registration statement on Form F-1 (the “Form F-1”) depending upon whether the holder is employed by or is a director of the Company or Technip Energies following the Spin-off.
In addition, Technip Energies will establish, and employees may be eligible to participate in, the incentive plan described in the Form F-1 following the Spin-off.
Long-term employee benefits. As of the date of the Spin-off or as of the date of the applicable employment transfer date of the employees of Technip Energies, Technip Energies will generally assume sponsorship of and responsibility for any stand-alone employee benefit arrangements relating to its employees and former Technip Energies employees. Further, subject to certain exceptions, the accrued (past service) liabilities, as well as any associated assets, relating to Technip Energies employees and former Technip Energies employees under the plans of the Company providing retirement, disability or death, old-age or jubilee benefits, will transfer to Technip Energies. However, any liabilities for Technip Energies’ employees under the FMC Technologies Employees’ Retirement Program will be specifically retained by the Company.
Transition Services Agreement
The Company and Technip Energies will, to the extent that shared business functions have not been separated prior to the Spin-off, each provide to the other various services and support on an interim transitional basis until such time as Technip Energies (or the Company in the case of services Technip Energies will provide to the Company) have developed the capability to provide the relevant services and support themselves or have appointed a third-party provider to provide those services and support.
The
Neither Technip Energies nor the Company are liable under the
The services and support to be provided by the Company to Technip Energies include: IT, administration, human resources, real estate and facilities, non-strategic corporate services, procurement services, enterprise management services, rental and facility management services, tax, treasury and financial reporting and accounting services.
Intellectual Property Agreements
Patent License Agreement. The Company and Technip Energies have each been granted the right to continue to use patent rights that are owned by the Company or Technip Energies in connection with their respective businesses and which are used or anticipated to be used by both the Company and Technip Energies in our and their respective businesses following the completion of the Spin-off. The licenses are on a perpetual, worldwide, and royalty-free basis, each limited to the field of the respective licensee’s business. The licenses contain a termination right for the licensor in the event of assignment by licensee to a competitor of licensor. The Patent License Agreement also contains royalty-free licenses in favor of Technip Energies with respect to certain patents related to flexibles and fixed offshore platform technologies.
Coexistence and Trademark Matters Agreement. The Company and Technip Energies entered into a perpetual Coexistence and Trademark Matters Agreement regulating each party’s use of its own trademarks containing or consisting of the name “Technip,” including Technip Energies’ use of “Technip Energies” trademarks. Under the agreement, if either of the Company or Technip Energies is acquired by a competitor of the other party, the non-acquired party may require the acquired party to cease all use of any trademarks containing or consisting of the name “Technip” within twelve months of the date of completion of the acquisition. The Coexistence and Trademark Matters Agreement also contains a transitional license in favor of Technip Energies with respect to ongoing use by Technip Energies of certain marks related to the loading systems business unit.
Credit Agreement
The Company entered into the Credit Agreement on
The Company will access funding of
- Acceleration of the effective date of the Spin-off relative to the timing of ongoing restructuring of the Company’s global portfolio of cash and liquidity in a manner suitable for the needs of the Company following the Spin-off;
- Timing of the receipt of Bpifrance Participations SA’s (“BPI”)
$200 million investment, for which BPI is awaiting final regulatory approval from one competition authority beyond theEuropean Union ; and
- Maturity of
$80 million in fixed but not yet realized foreign exchange gains, associated with hedges of debt borrowings repaid at the time of separation.
Pro forma for the events of the Transactions through the effective date of the Spin-off, including the aforementioned draw, we expect our cash and debt profile to consist of the following:
- Cash and cash equivalents of approximately
$600 million ;
- Debt of approximately
$2,800 million ; and
- Net debt of approximately
$2,200 million , which is modestly above the Company’s previous guidance of$1,700 million when excluding the temporary draw on the revolving credit facility due to the items discussed above.
Borrowings under the revolving credit facility bear interest at the following rates, plus an applicable margin, depending on currency:
U.S. dollar denominated loans bear interest, at the Borrowers’ option, at a base rate or an adjusted rate linked to theLondon interbank offered rate (“Adjusted LIBOR”);- Sterling denominated loans bear interest at Adjusted LIBOR; and
- Euro-denominated loans bear interest on adjusted rate linked to the Euro interbank offered rate.
The applicable margin for borrowings under the revolving credit facility ranges from 2.50% to 3.50% for eurocurrency loans and 1.50% to 2.50% for base rate loans, depending on a total leverage ratio. The Credit Agreement is subject to customary representations and warranties, covenants, events of default, mandatory repayment provisions and financial covenants.
Supplemental Indenture
As previously announced, on
In connection with the closing of the Spin-off, the Company and certain of its non-
In addition, in connection with the closing of the Spin-Off, the Company used the net proceeds from the issuance of the Notes, together with cash on hand, to repay, discharge, repurchase, retire and/or redeem certain existing indebtedness of the Company, including the
Completion of Acquisition or Disposition of Assets
On
The Spin-off occurred by way of a pro rata dividend to the Company’s shareholders of 50.1% of Technip Energies Shares. Each of the Company’s shareholders received one Technip Energies Share for every five shares of the Company held at
The Form F-1 was filed by Technip Energies with the
Departure of Directors or Certain Officers
In connection with the Spin-off, effective on
This release is for informational purposes only, and is not an offer to buy or the solicitation of an offer to sell any security.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On
In connection with the Spin-off, on
The following unaudited pro forma condensed consolidated financial statements consist of unaudited pro forma condensed consolidated statements of income (loss) for the years ended
The transaction accounting adjustments for the Spin-off consist of those necessary to account for the separation of the Technip Energies business segment. Separately, in connection with the Spin-off,
The unaudited pro forma condensed consolidated financial statements have been prepared based upon available information and management estimates and are subject to assumptions and adjustments described below and in the accompanying notes to those financial statements. The unaudited pro forma condensed consolidated financial statements are not intended to represent or be indicative of the financial condition or results of operations that might have occurred had the Spin-off and Distribution occurred as of the dates stated below, and further should not be taken as representative of future financial condition or results of operations of the reorganized entity. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. Management believes these assumptions and adjustments are reasonable under the circumstances, given the information available at the filing date.
The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with:
– the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TechnipFMC’s Form 10-K for the fiscal year ended
– the unaudited condensed consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TechnipFMC’s Form 10-Q for the nine months ended
The Historical column in the unaudited pro forma condensed consolidated financial statements reflects TechnipFMC’s historical financial statements for the periods presented and does not reflect any adjustments related to the Distribution and related events.
The Technip Energies Separation column in the unaudited pro forma condensed consolidated financial statements was derived from the audited combined financial statements for the years ended
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED
(In millions, except per share data)
Historical |
|
Technip |
|
Transaction |
|
Notes |
|
Pro Forma |
|
Financing |
|
Notes |
|
Pro Forma |
|||||||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenue |
$ |
7,101.9 |
|
|
$ |
(4,694.8) |
|
|
$ |
— |
|
|
|
|
$ |
2,407.1 |
|
|
$ |
— |
|
|
|
|
$ |
2,407.1 |
|
Product revenue |
2,416.9 |
|
|
— |
|
|
— |
|
|
|
|
2,416.9 |
|
|
— |
|
|
|
|
2,416.9 |
|
||||||
Lease revenue |
105.7 |
|
|
— |
|
|
— |
|
|
|
|
105.7 |
|
|
— |
|
|
|
|
105.7 |
|
||||||
Total revenue |
9,624.5 |
|
|
(4,694.8) |
|
|
— |
|
|
|
|
4,929.7 |
|
|
— |
|
|
|
|
4,929.7 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of service revenue |
6,158.0 |
|
|
(3,855.4) |
|
|
— |
|
|
|
|
2,302.6 |
|
|
— |
|
|
|
|
2,302.6 |
|
||||||
Cost of product revenue |
1,970.0 |
|
|
— |
|
|
— |
|
|
|
|
1,970.0 |
|
|
— |
|
|
|
|
1,970.0 |
|
||||||
Cost of lease revenue |
90.3 |
|
|
— |
|
|
— |
|
|
|
|
90.3 |
|
|
— |
|
|
|
|
90.3 |
|
||||||
Selling, general and administrative expense |
780.8 |
|
|
(252.6) |
|
|
— |
|
|
|
|
528.2 |
|
|
— |
|
|
|
|
528.2 |
|
||||||
Research and development expense |
108.8 |
|
|
(36.8) |
|
|
— |
|
|
|
|
72.0 |
|
|
— |
|
|
|
|
72.0 |
|
||||||
Impairment, restructuring and other expense |
3,440.7 |
|
|
(84.5) |
|
|
— |
|
|
|
|
3,356.2 |
|
|
— |
|
|
|
|
3,356.2 |
|
||||||
Separation costs |
27.1 |
|
|
(27.1) |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
||||||
Merger transaction and integration costs |
— |
|
|
— |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
||||||
Total costs and expenses |
12,575.7 |
|
|
(4,256.4) |
|
|
— |
|
|
|
|
8,319.3 |
|
|
— |
|
|
|
|
8,319.3 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (expense), net |
(9.3) |
|
|
11.4 |
|
|
— |
|
|
|
|
2.1 |
|
|
— |
|
|
|
|
2.1 |
|
||||||
Income from equity affiliates |
52.9 |
|
|
(2.8) |
|
|
— |
|
|
|
|
50.1 |
|
|
— |
|
|
|
|
50.1 |
|
||||||
Income (loss) before net interest expense and income taxes |
(2,907.6) |
|
|
(429.8) |
|
|
— |
|
|
|
|
(3,337.4) |
|
|
— |
|
|
|
|
(3,337.4) |
|
||||||
Net interest expense |
(238.5) |
|
|
136.6 |
|
|
— |
|
|
|
|
(101.9) |
|
|
(22.9) |
|
|
(h) |
|
(124.8) |
|
||||||
Income (loss) before income taxes |
(3,146.1) |
|
|
(293.2) |
|
|
— |
|
|
|
|
(3,439.3) |
|
|
(22.9) |
|
|
|
|
(3,462.2) |
|
||||||
Provision for income taxes |
77.9 |
|
|
(100.4) |
|
|
— |
|
|
|
|
(22.5) |
|
|
— |
|
|
(i) |
|
(22.5) |
|
||||||
Net income (loss) |
(3,224.0) |
|
|
(192.8) |
|
|
— |
|
|
|
|
(3,416.8) |
|
|
(22.9) |
|
|
|
|
(3,439.7) |
|
||||||
Net profit attributable to noncontrolling interests |
(24.3) |
|
|
9.5 |
|
|
— |
|
|
|
|
(14.8) |
|
|
— |
|
|
|
|
(14.8) |
|
||||||
Net income (loss) attributable to |
$ |
(3,248.3) |
|
|
$ |
(183.3) |
|
|
$ |
— |
|
|
|
|
$ |
(3,431.6) |
|
|
$ |
(22.9) |
|
|
|
|
$ |
(3,454.5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
$ |
(7.24) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(7.70) |
|
||||||||
Diluted |
$ |
(7.24) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(7.70) |
|
||||||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
448.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
448.4 |
|
||||||||||
Diluted |
448.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
448.4 |
|
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED
(In millions, except per share data)
Historical |
|
Technip |
|
Transaction |
|
Notes |
|
Pro Forma |
|
Financing |
|
Notes |
|
Pro Forma |
|||||||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenue |
$ |
9,789.7 |
|
|
$ |
(6,458.9) |
|
|
$ |
— |
|
|
|
|
$ |
3,330.8 |
|
|
$ |
— |
|
|
|
|
$ |
3,330.8 |
|
Product revenue |
3,352.9 |
|
|
— |
|
|
— |
|
|
|
|
3,352.9 |
|
|
— |
|
|
|
|
3,352.9 |
|
||||||
Lease revenue |
266.5 |
|
|
— |
|
|
— |
|
|
|
|
266.5 |
|
|
— |
|
|
|
|
266.5 |
|
||||||
Total revenue |
13,409.1 |
|
|
(6,458.9) |
|
|
— |
|
|
|
|
6,950.2 |
|
|
— |
|
|
|
|
6,950.2 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of service revenue |
7,767.2 |
|
|
(5,071.4) |
|
|
— |
|
|
|
|
2,695.8 |
|
|
— |
|
|
|
|
2,695.8 |
|
||||||
Cost of product revenue |
3,015.6 |
|
|
— |
|
|
— |
|
|
|
|
3,015.6 |
|
|
— |
|
|
|
|
3,015.6 |
|
||||||
Cost of lease revenue |
167.9 |
|
|
— |
|
|
— |
|
|
|
|
167.9 |
|
|
— |
|
|
|
|
167.9 |
|
||||||
Selling, general and administrative expense |
1,228.1 |
|
|
(406.1) |
|
|
— |
|
|
|
|
822.0 |
|
|
— |
|
|
|
|
822.0 |
|
||||||
Research and development expense |
162.9 |
|
|
(47.0) |
|
|
— |
|
|
|
|
115.9 |
|
|
— |
|
|
|
|
115.9 |
|
||||||
Impairment, restructuring and other expense |
2,490.8 |
|
|
(30.0) |
|
|
— |
|
|
|
|
2,460.8 |
|
|
— |
|
|
|
|
2,460.8 |
|
||||||
Separation costs |
72.1 |
|
|
(72.1) |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
||||||
Merger transaction and integration costs |
31.2 |
|
|
(17.0) |
|
|
— |
|
|
|
|
14.2 |
|
|
— |
|
|
|
|
14.2 |
|
||||||
Total costs and expenses |
14,935.8 |
|
|
(5,643.6) |
|
|
— |
|
|
|
|
9,292.2 |
|
|
— |
|
|
|
|
9,292.2 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (expense), net |
(220.7) |
|
|
39.0 |
|
|
— |
|
|
|
|
(181.7) |
|
|
— |
|
|
|
|
(181.7) |
|
||||||
Income from equity affiliates |
62.9 |
|
|
(3.2) |
|
|
— |
|
|
|
|
59.7 |
|
|
— |
|
|
|
|
59.7 |
|
||||||
Income (loss) before net interest expense and income taxes |
(1,684.5) |
|
|
(779.5) |
|
|
— |
|
|
|
|
(2,464.0) |
|
|
— |
|
|
|
|
(2,464.0) |
|
||||||
Net interest expense |
(451.3) |
|
|
360.4 |
|
|
— |
|
|
|
|
(90.9) |
|
|
(6.1) |
|
|
(h) |
|
(97.0) |
|
||||||
Income (loss) before income taxes |
(2,135.8) |
|
|
(419.1) |
|
|
— |
|
|
|
|
(2,554.9) |
|
|
(6.1) |
|
|
|
|
(2,561.0) |
|
||||||
Provision for income taxes |
276.3 |
|
|
(216.3) |
|
|
— |
|
|
|
|
60.0 |
|
|
— |
|
|
(i) |
|
60.0 |
|
||||||
Net income (loss) |
(2,412.1) |
|
|
(202.8) |
|
|
— |
|
|
|
|
(2,614.9) |
|
|
(6.1) |
|
|
|
|
(2,621.0) |
|
||||||
Net profit attributable to noncontrolling interests |
(3.1) |
|
|
7.7 |
|
|
— |
|
|
|
|
4.6 |
|
|
— |
|
|
|
|
4.6 |
|
||||||
Net income (loss) attributable to |
$ |
(2,415.2) |
|
|
$ |
(195.1) |
|
|
$ |
— |
|
|
|
|
$ |
(2,610.3) |
|
|
$ |
(6.1) |
|
|
|
|
$ |
(2,616.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
$ |
(5.39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(5.84) |
|
||||||||
Diluted |
$ |
(5.39) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(5.84) |
|
||||||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
448.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
448.0 |
|
||||||||||
Diluted |
448.0 |
|
|
|
|
|
|
|
|
|
448.0 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED
(In millions, except per share data)
Historical |
|
Technip |
|
Transaction |
|
Notes |
|
Pro Forma |
|
Financing |
|
Notes |
|
Pro Forma |
|||||||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenue |
$ |
9,057.6 |
|
|
$ |
(6,281.2) |
|
|
$ |
— |
|
|
|
|
$ |
2,776.4 |
|
|
$ |
— |
|
|
|
|
$ |
2,776.4 |
|
Product revenue |
3,272.6 |
|
|
— |
|
|
— |
|
|
|
|
3,272.6 |
|
|
— |
|
|
|
|
3,272.6 |
|
||||||
Lease revenue |
222.7 |
|
|
— |
|
|
— |
|
|
|
|
222.7 |
|
|
— |
|
|
|
|
222.7 |
|
||||||
Total revenue |
12,552.9 |
|
|
(6,281.2) |
|
|
— |
|
|
|
|
6,271.7 |
|
|
— |
|
|
|
|
6,271.7 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of service revenue |
7,452.7 |
|
|
(5,193.0) |
|
|
— |
|
|
|
|
2,259.7 |
|
|
— |
|
|
|
|
2,259.7 |
|
||||||
Cost of product revenue |
2,676.9 |
|
|
— |
|
|
— |
|
|
|
|
2,676.9 |
|
|
— |
|
|
|
|
2,676.9 |
|
||||||
Cost of lease revenue |
143.4 |
|
|
— |
|
|
— |
|
|
|
|
143.4 |
|
|
— |
|
|
|
|
143.4 |
|
||||||
Selling, general and administrative expense |
1,140.6 |
|
|
(400.8) |
|
|
— |
|
|
|
|
739.8 |
|
|
— |
|
|
|
|
739.8 |
|
||||||
Research and development expense |
189.2 |
|
|
(31.6) |
|
|
— |
|
|
|
|
157.6 |
|
|
— |
|
|
|
|
157.6 |
|
||||||
Impairment, restructuring and other expense |
1,831.2 |
|
|
(9.6) |
|
|
— |
|
|
|
|
1,821.6 |
|
|
— |
|
|
|
|
1,821.6 |
|
||||||
Merger transaction and integration costs |
36.5 |
|
|
(18.1) |
|
|
— |
|
|
|
|
18.4 |
|
|
— |
|
|
|
|
18.4 |
|
||||||
Total costs and expenses |
13,470.5 |
|
|
(5,653.1) |
|
|
— |
|
|
|
|
7,817.4 |
|
|
— |
|
|
|
|
7,817.4 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (expense), net |
(323.9) |
|
|
244.4 |
|
|
— |
|
|
|
|
(79.5) |
|
|
— |
|
|
|
|
(79.5) |
|
||||||
Income from equity affiliates |
114.3 |
|
|
(34.2) |
|
|
— |
|
|
|
|
80.1 |
|
|
— |
|
|
|
|
80.1 |
|
||||||
Income (loss) before net interest expense and income taxes |
(1,127.2) |
|
|
(417.9) |
|
|
— |
|
|
|
|
(1,545.1) |
|
|
— |
|
|
|
|
(1,545.1) |
|
||||||
Net interest expense |
(360.9) |
|
|
245.5 |
|
|
— |
|
|
|
|
(115.4) |
|
|
— |
|
|
|
|
(115.4) |
|
||||||
Income (loss) before income taxes |
(1,488.1) |
|
|
(172.4) |
|
|
— |
|
|
|
|
(1,660.5) |
|
|
— |
|
|
|
|
(1,660.5) |
|
||||||
Provision for income taxes |
422.7 |
|
|
(230.8) |
|
|
— |
|
|
|
|
191.9 |
|
|
— |
|
|
|
|
191.9 |
|
||||||
Net income (loss) |
(1,910.8) |
|
|
58.4 |
|
|
— |
|
|
|
|
(1,852.4) |
|
|
— |
|
|
|
|
(1,852.4) |
|
||||||
Net profit attributable to noncontrolling interests |
(10.8) |
|
|
(0.2) |
|
|
— |
|
|
|
|
(11.0) |
|
|
— |
|
|
|
|
(11.0) |
|
||||||
Net income (loss) attributable to |
$ |
(1,921.6) |
|
|
$ |
58.2 |
|
|
$ |
— |
|
|
|
|
$ |
(1,863.4) |
|
|
$ |
— |
|
|
|
|
$ |
(1,863.4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
$ |
(4.20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(4.07) |
|
||||||||
Diluted |
$ |
(4.20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(4.07) |
|
||||||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
458.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
458.0 |
|
||||||||||
Diluted |
458.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
458.0 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED
(In millions, except per share data)
Historical |
|
Technip Separation |
|
Transaction |
|
Notes |
|
Pro Forma |
|
Financing |
|
Notes |
|
Pro Forma |
|||||||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service revenue |
$ |
11,445.9 |
|
|
$ |
(8,078.7) |
|
|
$ |
— |
|
|
|
|
$ |
3,367.2 |
|
|
$ |
— |
|
|
|
|
$ |
3,367.2 |
|
Product revenue |
3,416.4 |
|
|
— |
|
|
— |
|
|
|
|
3,416.4 |
|
|
— |
|
|
|
|
3,416.4 |
|
||||||
Lease revenue |
194.6 |
|
|
— |
|
|
— |
|
|
|
|
194.6 |
|
|
— |
|
|
|
|
194.6 |
|
||||||
Total revenue |
15,056.9 |
|
|
(8,078.7) |
|
|
— |
|
|
|
|
6,978.2 |
|
|
— |
|
|
|
|
6,978.2 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of service revenue |
9,433.1 |
|
|
(7,012.8) |
|
|
— |
|
|
|
|
2,420.3 |
|
|
— |
|
|
|
|
2,420.3 |
|
||||||
Cost of product revenue |
2,954.3 |
|
|
— |
|
|
— |
|
|
|
|
2,954.3 |
|
|
— |
|
|
|
|
2,954.3 |
|
||||||
Cost of lease revenue |
137.2 |
|
|
— |
|
|
— |
|
|
|
|
137.2 |
|
|
— |
|
|
|
|
137.2 |
|
||||||
Selling, general and administrative expense |
1,060.9 |
|
|
(328.3) |
|
|
— |
|
|
|
|
732.6 |
|
|
— |
|
|
|
|
732.6 |
|
||||||
Research and development expense |
212.9 |
|
|
(35.9) |
|
|
— |
|
|
|
|
177.0 |
|
|
— |
|
|
|
|
177.0 |
|
||||||
Impairment, restructuring and other expense |
191.5 |
|
|
(56.4) |
|
|
— |
|
|
|
|
135.1 |
|
|
— |
|
|
|
|
135.1 |
|
||||||
Merger transaction and integration costs |
101.8 |
|
|
(53.4) |
|
|
— |
|
|
|
|
48.4 |
|
|
— |
|
|
|
|
48.4 |
|
||||||
Total costs and expenses |
14,091.7 |
|
|
(7,486.8) |
|
|
— |
|
|
|
|
6,604.9 |
|
|
— |
|
|
|
|
6,604.9 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (expense), net |
(25.9) |
|
|
(47.9) |
|
|
— |
|
|
|
|
(73.8) |
|
|
— |
|
|
|
|
(73.8) |
|
||||||
Income from equity affiliates |
55.6 |
|
|
(0.3) |
|
|
— |
|
|
|
|
55.3 |
|
|
— |
|
|
|
|
55.3 |
|
||||||
Income (loss) before net interest expense and income taxes |
994.9 |
|
|
(640.1) |
|
|
— |
|
|
|
|
354.8 |
|
|
— |
|
|
|
|
354.8 |
|
||||||
Net interest expense |
(315.2) |
|
|
231.5 |
|
|
— |
|
|
|
|
(83.7) |
|
|
— |
|
|
|
|
(83.7) |
|
||||||
Income (loss) before income taxes |
679.7 |
|
|
(408.6) |
|
|
— |
|
|
|
|
271.1 |
|
|
— |
|
|
|
|
271.1 |
|
||||||
Provision for income taxes |
545.5 |
|
|
(271.4) |
|
|
— |
|
|
|
|
274.1 |
|
|
— |
|
|
|
|
274.1 |
|
||||||
Net income (loss) |
134.2 |
|
|
(137.2) |
|
|
— |
|
|
|
|
(3.0) |
|
|
— |
|
|
|
|
(3.0) |
|
||||||
Net profit attributable to noncontrolling interests |
(20.9) |
|
|
(0.3) |
|
|
— |
|
|
|
|
(21.2) |
|
|
— |
|
|
|
|
(21.2) |
|
||||||
Net income (loss) attributable to |
$ |
113.3 |
|
|
$ |
(137.5) |
|
|
$ |
— |
|
|
|
|
$ |
(24.2) |
|
|
$ |
— |
|
|
|
|
$ |
(24.2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (loss) per share attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.05) |
|
||||||||
Diluted |
$ |
0.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(0.05) |
|
||||||||
Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic |
466.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
466.7 |
|
||||||||||
Diluted |
468.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
466.7 |
|
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF
(In millions, except par value data)
Historical |
|
Technip |
|
Transaction |
|
Notes |
|
Pro Forma |
|
Financing |
|
Notes |
|
Pro Forma |
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents |
$ |
4,244.0 |
|
|
$ |
(3,650.4) |
|
|
$ |
1,042.3 |
|
|
(a) |
|
$ |
1,635.9 |
|
|
$ |
(1,185.9) |
|
|
(b) |
|
$ |
450.0 |
|
Trade receivables, net |
2,127.8 |
|
|
(995.7) |
|
|
— |
|
|
|
|
1,132.1 |
|
|
— |
|
|
|
|
1,132.1 |
|
||||||
Contract assets, net |
1,470.0 |
|
|
(420.4) |
|
|
— |
|
|
|
|
1,049.6 |
|
|
— |
|
|
|
|
1,049.6 |
|
||||||
Inventories, net |
1,339.1 |
|
|
(12.6) |
|
|
— |
|
|
|
|
1,326.5 |
|
|
— |
|
|
|
|
1,326.5 |
|
||||||
Derivative financial instruments |
310.7 |
|
|
(12.5) |
|
|
(16.3) |
|
|
(a) |
|
281.9 |
|
|
— |
|
|
|
|
281.9 |
|
||||||
Income taxes receivable |
285.4 |
|
|
(93.3) |
|
|
— |
|
|
|
|
192.1 |
|
|
— |
|
|
|
|
192.1 |
|
||||||
Advances paid to suppliers |
219.2 |
|
|
(119.2) |
|
|
— |
|
|
|
|
100.0 |
|
|
— |
|
|
|
|
100.0 |
|
||||||
Other current assets |
1,037.9 |
|
|
(415.9) |
|
|
204.1 |
|
|
(c ) |
|
826.1 |
|
|
— |
|
|
|
|
826.1 |
|
||||||
Total current assets |
11,034.1 |
|
|
(5,720.0) |
|
|
1,230.1 |
|
|
|
|
6,544.2 |
|
|
(1,185.9) |
|
|
|
|
5,358.3 |
|
||||||
Investments in equity affiliates |
351.2 |
|
|
(56.3) |
|
|
— |
|
|
|
|
294.9 |
|
|
— |
|
|
|
|
294.9 |
|
||||||
Property, plant and equipment, net |
2,806.4 |
|
|
(116.8) |
|
|
— |
|
|
|
|
2,689.6 |
|
|
— |
|
|
|
|
2,689.6 |
|
||||||
Operating lease right-of-use assets |
742.1 |
|
|
(240.3) |
|
|
— |
|
|
|
|
501.8 |
|
|
— |
|
|
|
|
501.8 |
|
||||||
|
2,488.7 |
|
|
(2,488.7) |
|
|
— |
|
|
|
|
— |
|
|
— |
|
|
|
|
— |
|
||||||
Intangible assets, net |
1,002.3 |
|
|
(122.9) |
|
|
— |
|
|
|
|
879.4 |
|
|
— |
|
|
|
|
879.4 |
|
||||||
Deferred income taxes |
228.1 |
|
|
(178.2) |
|
|
— |
|
|
|
|
49.9 |
|
|
— |
|
|
|
|
49.9 |
|
||||||
Derivative financial instruments |
22.9 |
|
|
(2.2) |
|
|
— |
|
|
|
|
20.7 |
|
|
— |
|
|
|
|
20.7 |
|
||||||
Investment in Technip Energies |
— |
|
|
— |
|
|
678.4 |
|
|
(d) |
|
678.4 |
|
|
— |
|
|
|
|
678.4 |
|
||||||
Other assets |
235.4 |
|
|
(49.5) |
|
|
— |
|
|
|
|
185.9 |
|
|
— |
|
|
|
|
185.9 |
|
||||||
Total assets |
$ |
18,911.2 |
|
|
$ |
(8,974.9) |
|
|
$ |
1,908.5 |
|
|
|
|
$ |
11,844.8 |
|
|
$ |
(1,185.9) |
|
|
|
|
$ |
10,658.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt and current portion of long-term debt |
$ |
612.2 |
|
|
$ |
(2.7) |
|
|
$ |
— |
|
|
|
|
$ |
609.5 |
|
|
$ |
(522.8) |
|
|
(e) |
|
$ |
86.7 |
|
Operating lease liabilities |
206.1 |
|
|
(50.0) |
|
|
— |
|
|
|
|
156.1 |
|
|
— |
|
|
|
|
156.1 |
|
||||||
Accounts payable, trade |
2,498.4 |
|
|
(1,386.3) |
|
|
— |
|
|
|
|
1,112.1 |
|
|
— |
|
|
|
|
1,112.1 |
|
||||||
Contract liabilities |
4,643.4 |
|
|
(3,649.1) |
|
|
— |
|
|
|
|
994.3 |
|
|
— |
|
|
|
|
994.3 |
|
||||||
Accrued payroll |
384.5 |
|
|
(211.3) |
|
|
— |
|
|
|
|
173.2 |
|
|
— |
|
|
|
|
173.2 |
|
||||||
Derivative financial instruments |
280.2 |
|
|
(26.2) |
|
|
— |
|
|
|
|
254.0 |
|
|
— |
|
|
|
|
254.0 |
|
||||||
Income taxes payable |
65.7 |
|
|
(48.6) |
|
|
— |
|
|
|
|
17.1 |
|
|
— |
|
|
|
|
17.1 |
|
||||||
Other current liabilities |
1,326.7 |
|
|
(612.8) |
|
|
131.9 |
|
|
(c ) |
|
845.8 |
|
|
— |
|
|
|
|
845.8 |
|
||||||
Total current liabilities |
10,017.2 |
|
|
(5,987.0) |
|
|
131.9 |
|
|
|
|
4,162.1 |
|
|
(522.8) |
|
|
|
|
3,639.3 |
|
||||||
Long-term debt, less current portion |
3,248.0 |
|
|
(416.8) |
|
|
— |
|
|
|
|
2,831.2 |
|
|
(613.1) |
|
|
(e) |
|
2,218.1 |
|
||||||
Operating lease liabilities, less current portion |
626.2 |
|
|
(251.5) |
|
|
— |
|
|
|
|
374.7 |
|
|
— |
|
|
|
|
374.7 |
|
||||||
Deferred income taxes |
78.5 |
|
|
(30.7) |
|
|
— |
|
|
|
|
47.8 |
|
|
— |
|
|
|
|
47.8 |
|
||||||
Accrued pension and other post-retirement benefits, less current portion |
320.4 |
|
|
(164.1) |
|
|
— |
|
|
|
|
156.3 |
|
|
— |
|
|
|
|
156.3 |
|
||||||
Derivative financial instruments |
35.7 |
|
|
(6.1) |
|
|
— |
|
|
|
|
29.6 |
|
|
— |
|
|
|
|
29.6 |
|
||||||
Other liabilities |
309.4 |
|
|
(180.5) |
|
|
— |
|
|
|
|
128.9 |
|
|
— |
|
|
|
|
128.9 |
|
||||||
Total liabilities |
14,635.4 |
|
|
(7,036.7) |
|
|
131.9 |
|
|
|
|
7,730.6 |
|
|
(1,135.9) |
|
|
|
|
6,594.7 |
|
||||||
Commitments and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mezzanine equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Redeemable non-controlling interest |
42.1 |
|
|
— |
|
|
— |
|
|
|
|
42.1 |
|
|
— |
|
|
|
|
42.1 |
|
||||||
Stockholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ordinary shares, |
449.4 |
|
|
— |
|
|
— |
|
|
|
|
449.4 |
|
|
— |
|
|
|
|
449.4 |
|
||||||
Capital in excess of par value of ordinary shares |
10,227.8 |
|
|
— |
|
|
— |
|
|
|
|
10,227.8 |
|
|
— |
|
|
|
|
10,227.8 |
|
||||||
Accumulated deficit/ Parent Company investment in Technip Energies |
(4,879.0) |
|
|
(2,032.1) |
|
|
1,776.6 |
|
|
(f) |
|
(5,134.5) |
|
|
(50.0) |
|
|
(g) |
|
(5,184.5) |
|
||||||
Accumulated other comprehensive loss |
(1,609.1) |
|
|
108.1 |
|
|
— |
|
|
|
|
(1,501.0) |
|
|
— |
|
|
|
|
(1,501.0) |
|
||||||
|
4,189.1 |
|
|
(1,924.0) |
|
|
1,776.6 |
|
|
|
|
4,041.7 |
|
|
(50.0) |
|
|
|
|
3,991.7 |
|
||||||
Non-controlling interests |
44.6 |
|
|
(14.2) |
|
|
— |
|
|
|
|
30.4 |
|
|
— |
|
|
|
|
30.4 |
|
||||||
Total equity |
4,233.7 |
|
|
(1,938.2) |
|
|
1,776.6 |
|
|
|
|
4,072.1 |
|
|
(50.0) |
|
|
|
|
4,022.1 |
|
||||||
Total liabilities and equity |
$ |
18,911.2 |
|
|
$ |
(8,974.9) |
|
|
$ |
1,908.5 |
|
|
|
|
$ |
11,844.8 |
|
|
$ |
(1,185.9) |
|
|
|
|
$ |
10,658.9 |
|
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
(a) Pursuant to the Separation and Distribution Agreement signed between
|
|
||
Technip Energies’ cash retained |
$ |
842.3 |
|
Cash proceeds from BPI |
200.0 |
|
|
Pro forma adjustment to cash |
$ |
1,042.3 |
|
(b) Reflects the adjustment to cash for the retirement of certain of TechnipFMC’s debt, issuance of new 6.50% Senior Notes due 2026 and payment of estimated cost of debt issuance and financing. The adjustment is comprised of the following (in millions):
|
|
||
Repayment of TechnipFMC’s debt |
$ |
(2,113.4) |
|
Issuance of 6.50% Senior Notes due 2026 |
1,000.0 |
|
|
Debt issuance costs |
(22.5) |
|
|
Other financing costs related to the Spin-off |
(50.0) |
|
|
Pro forma adjustment to cash |
$ |
(1,185.9) |
|
(c) Reflects the settlement of the outstanding intercompany accounts receivables (payables) pursuant to the Separation and Distribution Agreement.
(d) Reflects the remaining non-controlling equity interest in Technip Energies, calculated by applying the ownership percentage, assuming that the
Following the completion of the Spin-off,
(e) Reflects pro forma adjustment related to repayment of certain debts and issuance of new 6.50% Senior Notes due 2026 as follows (in millions):
|
|
||
Repayment of commercial paper |
$ |
(1,090.6) |
|
Repayment of 3.45% Senior Notes due 2022 |
(500.0) |
|
|
Repayment of Synthetic bonds due 2021 (classified as short-term debt) |
(522.8) |
|
|
Issuance of 6.50% Senior Notes due 2026 |
1,000.0 |
|
|
Debt issuance costs |
(22.5) |
|
|
Pro forma adjustment to total debt |
$ |
(1,135.9) |
|
(f) Represents pro forma adjustment to retained earnings to reflect the net impact of amounts as a result of the pro forma Spin-off adjustments as follows (in millions):
|
|
||
Technip Energies’ cash retained |
$ |
826.0 |
|
Investment in Technip Energies |
678.4 |
|
|
Cash proceeds from BPI |
200.0 |
|
|
Settlement of intercompany receivables (payables) |
72.2 |
|
|
Accumulated deficit |
$ |
1,776.6 |
|
(g) Represents pro forma adjustment to accumulated deficit to reflect the net impact of payments for other financing and transaction costs.
(h) Reflects pro forma interest expense adjustments for the nine months ended
|
Nine Months Ended |
||
|
2020 |
||
Interest expense on new 6.50% Senior Notes due 2026 |
$ |
52.1 |
|
Eliminate interest expense associated with retirement of TechnipFMC’s debt(i) |
(29.2) |
|
|
Pro forma adjustment to interest expenses |
$ |
22.9 |
|
Reflects pro forma interest expense adjustments for the year ended
|
Year Ended |
||
|
2019 |
||
Interest expense on new 6.50% Senior Notes due 2026 |
$ |
69.5 |
|
Eliminate interest expense associated with retirement of TechnipFMC’s debt(i) |
(63.4) |
|
|
Pro forma adjustment to interest expenses |
$ |
6.1 |
|
Pro forma adjustments for interest expense associated with retirement of TechnipFMC’s debt was calculated based on the historical debt balances of the commercial paper, Synthetic bonds and 3.45% Senior Notes outstanding at each applicable balance sheet date.
(i) Reflects income tax expense (benefit) related to income (loss) from operations before income taxes generated by the pro forma adjustments based upon an estimate of the effective tax rate. There is no tax benefit related to the pro forma adjustments for the nine months ended
A copy of the Form 8-K can be found on the
Category:
View source version on businesswire.com: https://www.businesswire.com/news/home/20210216006187/en/
Investor relations
Vice President Investor Relations
Tel: +1 281 260 3665
Email:
Director Investor Relations (
Tel: +44 (0) 20 3429 3929
Email:
Media relations
Senior Vice President Corporate Engagement
Tel: +33 1 47 78 39 92
Email: Christophe Belorgeot
Public Relations Director
Tel: +1 281 591 4108
Email:
Source: