Item 1.01 Entry into a Material Definitive Agreement
£600 Million Bank of England COVID Corporate Financing Facility
Pursuant to the confirmation received from the Bank of England that TechnipFMC
plc (the "Company") is an eligible issuer under the U.K. Government's COVID
Corporate Financing Facility (the "CCFF"), on May 19, 2020, the Company entered
into a dealer agreement (the "Dealer Agreement") with Bank of America Merrill
Lynch International DAC (the "Dealer") and an Issuing and Paying Agency
Agreement (the "Agency Agreement", and together with the Dealer Agreement, the
"Agreements") with Bank of America, National Association, London Branch,
relating to the European commercial paper program being established under the
CCFF as a source of additional liquidity to the Company (the "CCFF Program").
Under the CCFF Program, COVID Corporate Financing Facility Limited, an entity
operated by the Governor and Company of the Bank of England on behalf of The
Lords Commissioners of Her Majesty's Treasury, will purchase at a minimum spread
over reference rates, newly issued European commercial paper in the primary
market via dealers and after issuance from eligible counterparties in the
The Agreements provide the terms under which the Company may issue, and the
Dealer will arrange for, the sale of short-term, unsecured commercial paper
notes (the "Notes"). The Notes contain customary representations, warranties,
covenants, defaults, and indemnification provisions, and will be sold at such
discounts from their face amounts as shall be agreed between the Company and the
Dealer. The Notes will be fully payable at maturity, and the maturities of the
Notes will vary but may not exceed 364 days. The principal amount of outstanding
Notes may not exceed £600 million. The Notes will be guaranteed by the Company's
subsidiary, FMC Technologies, Inc., a Delaware corporation, and will rank pari
passu with the Company's other unsecured and unsubordinated indebtedness. The
Notes are in addition to other borrowings incurred by the Company in the
ordinary course of business as necessary to finance working capital for general
corporate purposes. The Agency Agreement provides for the terms of issuance and
payment of the Notes.
The Notes have not been and will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold absent registration or an
applicable exemption from such registration requirements.
The Company may issue Notes under the CCFF Program to reduce existing debt or
decrease overall borrowing costs.
The foregoing description is a summary of the key terms of the CCFF Program.
Copies of the Agreements are filed as Exhibit 10.1 and 10.2 to this Current
Report on Form 8-K and are incorporated herein by reference.
€500 Million Senior Unsecured Revolving Credit Facility
On May 19, 2020 (the "Signing Date"), the Company, as borrower and guarantor,
together with its subsidiary, Technip Eurocash SNC, a company incorporated under
the laws of France as a société en nom collectif (together with the Company, the
"Borrowers"), entered into a new €500 million senior unsecured revolving credit
facility agreement with HSBC France, a company incorporated under the laws of
France as a société anonyme, as Agent, and the lenders party thereto (the
The Facility Agreement provides for the establishment of a six-month Euro
revolving credit facility with total commitments of €500 million, which may be
extended by the Company for two additional three-month periods.
Borrowings under the Facility Agreement, if and when drawn, would bear interest
at the Euro interbank offered rate for a period equal in length to the interest
period of a given loan (which may be three or six months), plus an applicable
margin. The Facility Agreement contains usual and customary covenants,
representations and warranties, and events of default for credit facilities of
this type, including financial covenants.
The foregoing description is a summary of the key terms of the Facility
Agreement. A copy of the Facility Agreement is filed as Exhibit 10.3 to this
Current Report on Form 8-K and is incorporated herein by reference.
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 1.01. above is incorporated by reference
into this Item 2.03, insofar as it relates to the creation of a direct financial
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Dealer Agreement, dated as of May 19, 2020 between TechnipFMC plc, as
Issuer; FMC Technologies, Inc., as Guarantor; and Bank of America Merrill Lynch
International DAC, as Arranger and Dealer.
10.2 Issuing and Paying Agency Agreement, dated as of May 19, 2020 between
TechnipFMC plc, as Issuer; FMC Technologies, Inc., as Guarantor; and Bank of
America, National Association, London Branch, as Issue and Paying Agent and
10.3 €500,000,000 Facility Agreement dated as of May 19, 2020 between TechnipFMC
plc and Technip Eurocash SNC, as borrowers; HSBC France, as Agent; and the
lenders party thereto.
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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