SC 13D 1 a17-14309_1sc13d.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

 

SCHEDULE 13D
(Rule 13d-101)

 

 

Under the Securities Exchange Act of 1934

 

TechnipFMC plc

(Name of Issuer)

 

Ordinary Shares, $1.00 par value per share

(Title of Class of Securities)

 

G87110105

(CUSIP Number)

 

Sophie Paquin

Bpifrance Participations S.A.

27-31, avenue du Général Leclerc

94710 Maisons-Alfort Cedex

France

+33 1 53 89 87 89

 

With copy to:

 

Linda A. Hesse

Jones Day

2, rue Saint Florentin

75001 Paris

France

+33 1 56 59 39 39

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 18, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 



 

 

1

Name of Reporting Person
Bpifrance Participations S.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
24,688,691

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
24,688,691

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,688,691

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.3%

 

 

14

Type of Reporting Person
OO

 

2



 

 

1

Name of Reporting Person
Caisse des Dépôts et Consignations

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
24,688,691

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
24,688,691

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,688,691

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.3%

 

 

14

Type of Reporting Person
OO

 

3



 

 

1

Name of Reporting Person
EPIC Bpifrance

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
24,688,691

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
24,688,691

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,688,691

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.3%

 

 

14

Type of Reporting Person
OO

 

4



 

 

1

Name of Reporting Person
Bpifrance S.A.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
France

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
24,688,691

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
24,688,691

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,688,691

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
5.3%

 

 

14

Type of Reporting Person
OO

 

5



 

Item 1.                                      Security and Issuer.

 

This Statement on Schedule 13D relates to the ordinary shares, $1.00 par value per share (“Ordinary Shares”), of TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”).  The Issuer’s principal executive offices are located at One St. Paul’s Churchyard, London EC4M 8AP, United Kingdom.

 

Item 2.                                      Identity and Background.

 

This Statement on Schedule 13D is filed jointly by (i) Bpifrance Participations S.A., a société anonyme incorporated under the laws of the Republic of France (“Bpifrance Participations”), (ii) the Caisse des Dépôts et Consignations, a French special public entity (établissement special) (“CDC”), (iii)  EPIC Bpifrance, a French public institution of industrial and commercial nature (“EPIC”), and (iv) Bpifrance S.A..  Bpifrance Participations, CDC, EPIC and Bpifrance S.A. are referred to herein collectively as the “Reporting Persons.”  The principal address for CDC is 56, rue de Lille, 75007 Paris, France.  The principal address for Bpifrance Participations S.A., EPIC and Bpifrance S.A. is 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

 

Bpifrance Participations is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds.  Bpifrance Participations is a wholly-owned subsidiary of Bpifrance S.A., a French financial institution especially created for this purpose.  CDC and EPIC each hold 50% of the share capital of Bpifrance S.A. and jointly control Bpifrance S.A.  CDC is principally engaged in the business of long-term investments.  EPIC is principally engaged in the business of banking finance.

 

As of the date hereof, Bpifrance Participations holds directly 24,688,691 Ordinary Shares.  As of the date hereof, none of Bpifrance S.A., CDC or EPIC holds any Ordinary Shares directly.  Bpifrance S.A. may be deemed to be the beneficial owner of 24,688,691 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations.  CDC and EPIC may be deemed to be the beneficial owner of 24,688,691 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

 

Attached as Appendices A, B, C and D to Item 2 is information concerning the executive officers and directors of Bpifrance Participations, Bpifrance S.A., CDC and EPIC, respectively, required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

 

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A, B, C and D to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.                                      Source and Amount of Funds or Other Consideration.

 

On January 16, 2017, Bpifrance Participations acquired 18,669,654 Ordinary Shares as a result of the automatic exchange of the 9,334,827 ordinary shares it held in Technip S.A. (“Technip”), pursuant to the business combination among FMC Technologies, Inc. (“FMCTI”), Technip and the Issuer (the “Business Combination”).

 

Between April 28, 2017 and May 25, 2017, Bpifrance Participations purchased 6,019,037 Ordinary Shares on the open market. The number of shares purchased on each day and the price for such shares are set forth in Schedule I to this Statement on Schedule 13D and incorporated herein by reference. Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

 

Item 4.                                      Purpose of Transaction.

 

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes.  The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.  The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D.  However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

 

6



 

Item 5.                                      Interest in Securities of the Issuer.

 

As of the date hereof, Bpifrance Participations holds directly 24,688,691 Ordinary Shares, which represents approximately 5.3% of the Issuer’s Ordinary Shares.  As of the date hereof, none of Bpifrance S.A., CDC or EPIC holds any Ordinary Shares directly.  Bpifrance S.A. may be deemed to be the beneficial owner of 24,688,691 Ordinary Shares, indirectly through its sole ownership of Bpifrance Participations.  CDC and EPIC may be deemed to be the beneficial owner of 24,688,691 Ordinary Shares, indirectly through their joint ownership and control of Bpifrance S.A.

 

(a)                                 See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 466,592,009 outstanding Ordinary Shares of the Issuer as set out in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed with the Securities and Exchange Commission on May 4, 2017.

 

(b)                                 See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.

 

(c)                                  See the information contained in Item 3 and Schedule I to this Statement on Schedule 13D, which is incorporated herein by reference.

 

(d)                                 Not applicable.

 

(e)                                  Not applicable.

 

Item 6.                                      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

On May 18, 2016, in connection with the Business Combination, Technip entered into a support agreement with Bpifrance Participations, pursuant to which, among other things, (i) Bpifrance Participations undertook for a period of two years following completion of the Business Combination to maintain its shareholding in the Issuer below 6% of the share capital, on a fully diluted basis, and (ii) Technip and FMCTI undertook that a Bpifrance Participations designee would be appointed to the Issuer’s board of directors upon the consummation of the Business Combination, among the directors designated by Technip. The support agreement is attached as Exhibit 99.1 to this Statement on Schedule 13D and incorporated herein by reference. FMCTI accepted the terms of the support agreement in a separate letter sent to Bpifrance Participations on May 18, 2016.

 

Item 7.                                      Material to be Filed as Exhibits.

 

99.1                        Support Agreement, dated as of May 18, 2016, by and among Bpifrance Participations and Technip (incorporated herein by reference to Annex A-2 to Amendment No. 3 to the Issuer’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2016 (File No. 333-213067)).

 

99.2                        Joint Filing Agreement dated as of May 30, 2017, by and among the Reporting Persons.

 

7



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: May 30, 2017

Bpifrance Participations S.A.

 

 

 

By:

/s/ Nicolas Dufourcq

 

Name:

Nicolas Dufourcq

 

Title:

CEO

 

 

Dated: May 30, 2017

Caisse Des Dépôts et Consignations

 

 

 

By:

/s/ Joel Prohin*

 

Name:

Joel Prohin

 

Title:

Director of asset management

 

 

Dated: May 30, 2017

Epic Bpifrance

 

 

 

By:

/s/ Sophie Paquin**

 

Name:

Sophie Paquin

 

Title:

Director of Legal Affairs

 

 

Dated: May 30, 2017

Bpifrance S.A.

 

 

 

By:

/s/ Nicolas Dufourcq

 

Name:

Nicolas Dufourcq

 

Title:

CEO

 

* Joel Prohin is signing on behalf of Caisse des Dépôts et Consignations by executive order from the general manager of Caisse des Dépôts et Consignations previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 2 to Schedule 13G, and hereby incorporated herein by reference.

 

**Sophie Paquin is signing on behalf of EPIC Bpifrance by power of attorney previously filed with the Securities and Exchange Commission on February 14, 2017 as Exhibit 3 to Schedule 13G, and hereby incorporated herein by reference.

 

8



 

Schedule I

 

 

 

Transaction

 

Transaction
Date

 

Quantity of
Ordinary Shares

 

Price per Ordinary
Share (€)

 

Place of
Transaction

Bpifrance Participations

 

(Open market purchase)

 

04/28/17

 

+220,545

 

27.606

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/02/17

 

+295,049

 

28.209

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/03/17

 

+133,658

 

28.437

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/04/17

 

+287,871

 

28.479

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/05/17

 

+160,550

 

28.620

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/08/17

 

+116,000

 

28.888

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/09/17

 

+139,570

 

28.924

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/10/17

 

+39,342

 

29.039

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/11/17

 

+148,434

 

29.148

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/12/17

 

+601,582

 

28.682

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/15/17

 

+256,000

 

28.827

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/16/17

 

+522,643

 

28.618

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/17/17

 

+797,718

 

28.092

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/18/17

 

+1,321,285

 

27.773

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/19/17

 

+113,222

 

28.424

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/22/17

 

+140,774

 

28.683

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/23/17

 

+138,065

 

28.510

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/24/17

 

+213,781

 

28.340

 

Euronext Paris

Bpifrance Participations

 

(Open market purchase)

 

05/25/17

 

+372,948

 

28.030

 

Euronext Paris

 

9



 

APPENDIX A

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below.  The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name

 

Present Principal Occupation or Employment

 

 

 

NICOLAS DUFOURCQ

 

Director, Chairman , Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance

 

 

 

FRANCK SILVENT

 

Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department

 

 

 

ANTOINE COLAS

 

Director, Special advisor to the Chief Executive Officer of the Caisse des Dépôts

 

 

 

CATHERINE MAYENOBE

 

Director, Corporate Secretary of the Caisse des Dépôts

 

 

 

PASCAL FAURE

 

Director, General Director of the General Directorate for Competitiveness, Industry and service of the Ministry of Economy and Finance

 

 

 

FREDERIC SAINT-GEOURS

 

Director, President of France’s Metallurgy Industries Confederation (UIMM), president of the supervisory board of SNCF

 

 

 

MARTINE GEROW

 

Director, Executive Vice-President, Finance and Administration at CWT

 

 

 

BERTRAND WALCKENAER

 

Director, Director of Agence des Participations de l’Etat (French State Shareholding Agency)

 

 

 

ANNE-HELENE CHANTAL ROIGNAN

 

Director, Deputy Corporate Secretary of the French Treasury

 

 

 

BARBARA LAVERNOS

 

Director, Executive Vice-President Operations at L’Oreal

 

EXECUTIVE OFFICERS

 

Name

 

Present Principal Occupation or Employment

 

 

 

NICOLAS DUFOURCQ

 

Chief Executive Officer

 

 

 

JOSÉ GONZALO

 

Executive Director

 

 

 

PIERRE BENEDETTI

 

Chief Financial Officer

 

10



 

APPENDIX B

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of BPI-Groupe (bpifrance) are set forth below.  The business address of each director and executive officer is BPI-Groupe (bpifrance), 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name

 

Present Principal Occupation or Employment

 

 

 

PIERRE-RENE LEMAS

 

Chairman, Chief Executive Officer of the Caisse des Dépôts et Consignations

 

 

 

NICOLAS DUFOURCQ

 

Director, Chairman and Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance

 

 

 

LOUIS SCHWEITZER

 

Director, Public Investment General Commissioner

 

 

 

MAUD BAILLY-TURCHI

 

Director, Senior Financial Controller with the State Financial Audit Department of the Ministry of Economy and Finance

 

 

 

MARIE-MARGUERITE DUFAY

 

Director, Chairman of the Regional Council of Franche-Comté

 

 

 

MARTIN VIAL

 

Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)

 

 

 

FRANCK SILVENT

 

Director, Director of the Caisse des Dépôts group Finance, Strategy, Subsidiaries and International Department

 

 

 

ELISABETH HENRY-PEREZ

 

Director representing the employees,

 

 

 

ERIC VERKANT

 

Director representing the employees,

 

 

 

AMELIE FAURE

 

Director, Entrepreneur, Chairman of the Board of Directors of Augure

 

 

 

VIRGINIE CHAPRON DU JEU

 

Director, Group Finance Director of the Caisse des Dépôts et Consignations

 

 

 

FLORENCE MAS

 

Director

 

 

 

ERIC LOMBARD

 

Director, Managing Director of Generali

 

 

 

SANDRINE GAUDIN

 

Director, Head of Bilateral and International Matters at the French Treasury (Ministry of Economy and Finance)

 

 

 

HERVE MORIN

 

Director, Chairman of the Regional Council of Normandie

 

11



 

APPENDIX C

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS ET CONSIGNATIONS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et Consignations are set forth below.  The business address of each director and executive officer is Caisse des Dépôts et Consignations, c/o 56, rue de Lille, 75007 Paris, France.  Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name

 

Present Principal Occupation or Employment

 

 

 

PIERRE-RENE LEMAS

 

Chief Executive Officer

 

 

 

OLIVIER MAREUSE

 

Savings Fund Director

 

 

 

ANDRE LAURENT MICHELSON

 

General Financial Officer, Head of Financial Transaction Processing, director coordinating the Caisse des Dépôts Group for Greater Paris

 

 

 

SOPHIE QUATREHOMME

 

Group Corporate Communications Director

 

 

 

ELIZABETH VIOLA

 

Banking Services Director

 

 

 

PAUL PENY

 

Group Human Resources Director

 

 

 

ANNE-SOPHIE GRAVE

 

Pensions and Solidarity Director

 

 

 

GABRIELLE GAUTHEY

 

Local Development and Investment Director

 

 

 

VIRGINIE CHAPRON DU JEU

 

Group Finance Director

 

 

 

JEAN MARC MORIN

 

Head of Legal and Tax Department

 

 

 

FRANCK SILVENT

 

Director of Finance, Strategy and Holdings

 

 

 

MARC ABADIE

 

Local Development and Network Director

 

 

 

CATHERINE MAYENOBE

 

Secretary General

 

 

 

LAURENT ZYLBERBERG

 

Director of International and European Relationships

 

12



 

APPENDIX D

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC BPI-Groupe are set forth below.  The business address of each director and executive officer is EPIC BPI-Groupe, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.  Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name

 

Present Principal Occupation or Employment

 

 

 

PIERRE LEPETIT

 

Chairman, Chief Executive Officer of EPIC Bpifrance

 

 

 

FRANCOIS JAMET

 

Director, Head of department SETTAR at the Research and Innovation Ministry

 

 

 

ARNAUD JULLIAN

 

Director, Deputy Director at the General Directorate for Budget of the Ministry of Economy and Finance

 

 

 

SEBASTIEN RASPILLER

 

Director, Deputy Director at the Directorate of Financing, Industry and Marke of the Ministry of Economy and Finance

 

 

 

BENJAMIN GALLEZOT

 

Director,

 

 

 

FRANCOISE LOMBARD

 

Director, Deputy Director at the Agence des Participations de l’Etat (French State Shareholding Agency)

 

13