TechnipFMC plc announced that it has commenced a tender offer subject to certain terms and conditions, for up to $320 million aggregate principal amount (the “Maximum Tender Amount”) of its 6.500% Senior Notes due 2026. In connection with the Tender Offer, the Company also commenced the solicitation of consents (the “Consents”) of holders with respect to the Notes (the “Consent Solicitation”) to certain proposed amendments to the indenture for the Notes (the “Proposed Amendments”) described in the Statement. The Proposed Amendments will, if adopted, among other things, eliminate substantially all of the restrictive covenants and certain events of default in the indenture.

Effectiveness of the Proposed Amendments is subject to certain conditions described in the Statement, including receipt of the requisite number of Consents and the condition that the Notes validly tendered and not validly withdrawn in the Tender Offer are not subject to proration. The terms and conditions of the Tender Offer and the Consent Solicitation are set forth in an Offer to Purchase and Consent Solicitation (the “Statement”), dated April 20, 2022. The Tender Offer will expire at 11:59 P.M., New York City time, on May 17, 2022 (the “Expiration Time”), unless extended or earlier terminated.

Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on May 3, 2022 (the “Early Tender Time”), and whose Notes are accepted for purchase, will receive, for each $1,000 principal amount of such Notes, the “Total Consideration” of $1,050.00, which includes an “Early Tender Premium” of $30.00. Holders who validly tender their Notes after the Early Tender Time will only be eligible to receive the “Tender Offer Consideration,” which is the Total Consideration less the Early Tender Premium. A valid tender of Notes will constitute the valid delivery of such holder's Consents and a direction to the Trustee to execute the supplemental indenture reflecting the Proposed Amendments.