TechnipFMC plc (EPA:FTI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Exchange Offers

On March29, 2017, TechnipFMC plc (TechnipFMC) settled its
previously announced exchange offers and consent solicitations
(the Exchange Offers) for (i)any and all 2.00% Senior Notes due
October1, 2017 (the Existing 2017 Notes) issued by FMC
Technologies, Inc. (FMCTI) for up to an aggregate principal
amount of $300million of new 2.00% Senior Notes due October1,
2017 (the New 2017 Notes) issued by TechnipFMC and cash, and
(ii)any and all 3.45% Senior Notes due October1, 2022 (the
Existing 2022 Notes) issued by FMCTI for up to an aggregate
principal amount of $500million in new 3.45% Senior Notes due
October1, 2022 (the New 2022 Notes) issued by TechnipFMC, with
registration rights, and cash.

The Existing 2017 Notes and the Existing 2022 Notes are referred
to herein collectively as the Existing Notes. The New 2017 Notes
and the New 2022 Notes are referred to herein collectively as the
New Notes.

New Notes

to the Exchange Offers, TechnipFMC issued approximately
(i)$215.4million in aggregate principal amount of New 2017 Notes
and (ii)$459.8million in aggregate principal amount of New 2022
Notes.

The New 2017 Notes will mature on October1, 2017, and bear
interest at a rate per annum equal to 2.00%. The New 2022 Notes
will mature on October1, 2022, and bear interest at a rate per
annum equal to 3.45%.

The New Notes are senior unsecured obligations of TechnipFMC,
rank equally in right of payment with all of its other senior
unsecured debt, effectively rank junior to any secured debt of
TechnipFMC, to the extent of the value of the collateral securing
that debt, and are structurally subordinated to the secured and
unsecured debt of TechnipFMCs subsidiaries, including any debt of
FMCTI that remains outstanding. The New Notes have not been
registered under the United States Securities Act of 1933 (the
Securities Act), as amended, and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act.

The terms of the New Notes are governed by an indenture, dated
March29, 2017 (the New Base Indenture), as supplemented with
respect to the New 2017 Notes by the first supplemental
indenture, dated March29, 2017 (the First Supplemental
Indenture), and as supplemented with respect to the New 2022
Notes by the second supplemental indenture, dated March29, 2017
(the Second Supplemental Indenture and collectively with the New
Base Indenture and the First Supplemental Indenture, the New
Indenture), in each case by and between TechnipFMC and U.S. Bank
National Association, as trustee.

TechnipFMC may, at any time prior to their maturity, in the case
of the New 2017 Notes, and at any time prior to July1, 2022 (the
date that is three months prior to the maturity date of the New
2022 Notes), in the case of the New 2022 Notes, redeem some or
all of such New Notes at a redemption price equal to the greater
of: (i)50% of the principal amount of the notes being redeemed or
(ii)the sum of the present values of the remaining scheduled
payments of principal and interest in respect of the notes being
redeemed (exclusive of interest accrued to the date of
redemption), discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in the New Indenture)
plus 20 basis points in the case of the New 2017 Notes and 25
basis points in the case of the New 2022 Notes, plus, in either
case, accrued and unpaid interest to, but not including, the
redemption date.

TechnipFMC may redeem the New 2022 Notes on or after July1, 2022
(the date that is three months prior to the maturity date of the
New 2022 Notes), at a redemption price equal to 50% of the
principal amount of the New 2022 Notes redeemed, plus accrued and
unpaid interest to, but not including, the redemption date.

In certain circumstances, the New Indenture restricts TechnipFMCs
ability and the ability of its subsidiaries to: (i)place liens on
TechnipFMCs principal assets and those of its subsidiaries
without securing the New Notes equally and ratably with the other
indebtedness secured by such liens; (ii)engage in certain
sale-leaseback transactions; and (iii)consolidate or merge with,
or sell, convey, transfer or lease all or substantially all of
TechnipFMCs assets to, another entity. These covenants are
subject to a number of important exceptions and qualifications.

The Indenture contains customary events of default with respect
to the New Notes of either series, including: default in any
payment of interest on any note of that series when due,
continued for 30 days; default in the payment of principal of or
premium, if any, on any note of that series when due; failure by
TechnipFMC to comply with its obligations under the New
Indenture, in certain cases subject to notice and grace periods;
and certain events of bankruptcy, insolvency or reorganization of
TechnipFMC. If an event of default under the New Indenture occurs
and is continuing, the Trustee or the holders of at least 25% in
principal amount of the series of New Notes affected by such
default may declare the principal of, together with any accrued
but unpaid premium or interest, if any, on the notes of that
series to be due and payable immediately, or, in the case of
certain events of default relating to bankruptcy, insolvency or
reorganization, those amounts will automatically become
immediately due and payable.

The foregoing descriptions of the New Notes and the New Indenture
are qualified in their entirety by reference to the New Base
Indenture, the First Supplemental Indenture and the Second
Supplemental Indenture (including the forms of the New Notes
attached thereto), copies of which are filed herewith as Exhibits
4.1, 4.2 and 4.3, respectively, and are incorporated herein by
reference.

Registration Rights Agreement

In connection with the issuance of the New Notes, TechnipFMC also
entered into a registration rights agreement, dated March29, 2017
(the Registration Rights Agreement), by and between TechnipFMC,
as issuer, and each of Merrill Lynch, Pierce, Fenner Smith
Incorporated and Wells Fargo Securities, LLC, as dealer managers
(the Dealer Managers). Under the Registration Rights Agreement,
TechnipFMC agreed, among other things, to: (i)file an exchange
offer registration statement with the SEC with respect to the New
Notes within 180 days after March29, 2017 (the Settlement Date);
(ii)cause such exchange offer registration statement to be
declared effective by the SEC within 255 calendar days after the
Settlement Date; and (iii)subject to certain limitations, cause
the exchange offers to be consummated not later than 365 days
following the Settlement Date, provided that, the obligation to
register the New 2017 Notes will expire upon their maturity on
October1, 2017.

If, among other events, the exchange offers are not consummated
on or prior to the 365th day following the Settlement Date,
TechnipFMC would be required to pay special additional interest,
in an amount equal to 0.25%per annum of the principal amount of
the New Notes, for the first 90 days following default.
Thereafter, the amount of special additional interest will
increase to 0.50%per annum until the default is cured.

The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the Registration Rights
Agreement, a copy of which is filed as Exhibit 4.4 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Remaining Existing Notes

Following the consummation of the Exchange Offers, FMCTI had
outstanding approximately (i)$84.6million in aggregate principal
amount of Existing 2017 Notes, and (ii)$40.1million in aggregate
principal amount of Existing 2022 Notes. The Existing Notes were
issued under an indenture, dated February21, 2012, supplemented
by a first supplemental indenture dated February21, 2012 and a
second supplemental indenture dated February21, 2012 (as
supplemented, the Existing FMCTI Indenture), by and between FMCTI
and U.S. Bank National Association, as trustee. In connection
with the Exchange Offers, FMCTI solicited the consents of the
holders of the Existing Notes to amend the Existing FMCTI
Indenture to remove certain restrictive and reporting covenants.
The Existing Notes are the senior unsecured obligations of FMCTI.

The information set forth in Item1.01 of this Current Report on
Form 8-K is incorporated into this Item2.03 by reference.

(d)Exhibits.

About TechnipFMC plc (EPA:FTI)

TechnipFMC plc is involved in oil and gas projects, and provides related technologies, systems and services. The Company’s segments include subsea, onshore/offshore and surface projects. It offers a range of products and services and integrated solutions. Its Subsea products include trees, manifolds, controls, templates, flowline systems and umbilicals. Its Subsea services include drilling; installation, completion and life of field; asset management; well intervention, and inspection, maintenance and repair, and remotely operated vehicles and manipulator systems. The Onshore segment provides liquefied natural gas, gas treatment, petrochemicals and fertilizers, refining and hydrogen, and mining and metals. Its offshore services include fixed facilities and floating facilities. Its surface project segment offers a product and service platform, which gives customers access to solutions in measurement and production systems, surface wellhead systems and integrated services.

TechnipFMC plc (EPA:FTI) Recent Trading Information

TechnipFMC plc (EPA:FTI) closed its last trading session up +0.32 at 30.71 with 1,817,329 shares trading hands.