Sec Form 13D Filing - Bpifrance Participations SA filing for TechnipFMC plc (FTI) - 2021-04-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

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 copies to:

 

Pierre-Yves Chabert

Cleary Gottlieb Steen & Hamilton LLP

12, rue de Tilsitt

75008 Paris, France

Telephone: +33 1 40 74 68 00

Facsimile: +33 1 40 74 68 88

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

 

March 31, 2021

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

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 (however, see the Notes).

CUSIP No. G87110105

 

1.		Names of Reporting Persons.   Bpifrance Participations S.A.
2.		Check the Appropriate Box if a Member of a Group (a)  ☐  (b)  ☐
3.		SEC Use Only
4.		Source of Funds   OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
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 if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13.		Percent of Class Represented by Amount in Row (11)   5.5%1
14.		Type of Reporting Person   OO

 

¹ Based on 450,433,770 Ordinary Shares, $1.00 par value per share (the “Ordinary Shares”) of TechnipFMC plc (the “Issuer”) outstanding as of February 24, 2021, as reported in the registration statement on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 5, 2021 (the “Form 10-K”).

 

CUSIP No. G87110105

 

1.		Names of Reporting Persons.   Caisse des Dépôts et Consignations
2.		Check the Appropriate Box if a Member of a Group (a) ☐  (b)  ☐
3.		SEC Use Only
4.		Source of Funds   OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization   France
Number of shares beneficially owned by each reporting person with:				7.		Sole Voting Power   1,144,237
				8.		Shared Voting Power   25,007,302
				9.		Sole Dispositive Power   1,144,237
				10.		Shared Dispositive Power   25,007,302
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   26,151,539
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13.		Percent of Class Represented by Amount in Row (11)   5.8%2
14.		Type of Reporting Person   OO

 

² Based on 450,433,770 Ordinary Shares outstanding as of February 24, 2021, as reported in the Form 10-K.

 

 

CUSIP No. G87110105

 

1.		Names of Reporting Persons.   EPIC Bpifrance
2.		Check the Appropriate Box if a Member of a Group (a)  ☐ (b)  ☐
3.		SEC Use Only
4.		Source of Funds   OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
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 if the Aggregate Amount in Row (11) Excludes Certain Shares  ☐
13.		Percent of Class Represented by Amount in Row (11)   5.5%3
14.		Type of Reporting Person   OO

 

³ Based on 450,433,770 Ordinary Shares outstanding as of February 24, 2021, as reported in the Form 10-K. 

 

CUSIP No. G87110105

 

1.		Names of Reporting Persons.   Bpifrance S.A.
2.		Check the Appropriate Box if a Member of a Group (a) ☐  (b)  ☐
3.		SEC Use Only
4.		Source of Funds   OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)  ☐
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 if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
13.		Percent of Class Represented by Amount in Row (11)   5.5%4
14.		Type of Reporting Person   OO

 

⁴ Based on 450,433,770 Ordinary Shares outstanding as of February 24, 2021, as reported in the Form 10-K.

 

 

Explanatory Note

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends and supplements the Schedule 13D previously filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission on May 30, 2017, as amended and supplemented by Amendment No. 1 filed on February 19, 2021 (the “Original Schedule 13D” and, as amended and supplemented by Amendment No. 1 and this Amendment No. 2, the “Schedule 13D”). This 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”). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Schedule 13 D. 

 

Item 2

Identity and Background

 

This Amendment No. 2 amends and restates Item 2 of the Original Schedule 13D in its entirety as follows:

 

This 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 entity specializing in the business of equity financing via direct investments or fund of funds. Bpifrance Participations is wholly-owned by Bpifrance S.A., a French credit institution. CDC and EPIC each hold 49.2% 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, (i) Bpifrance Participations holds directly 24,688,691 Ordinary Shares and (ii) CDC holds directly 1,144,237 Ordinary Shares. As of the date hereof, neither Bpifrance S.A. nor 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. CDC may be deemed to be the beneficial owner of 318,611 Ordinary Shares, indirectly through its control of CNP Assurances, following the acquisition by CDC of the control of the French public group La Poste on February 4, 2020. CNP Assurances holds directly 318,611 Ordinary Shares.

 

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 this Amendment No. 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.

 

This Amendment No. 2 amends and supplements Item 3 of the Original Schedule 13D by adding the following:

 

Bpifrance Participations purchased 7,474,829 ordinary shares, €0.01 nominal value per share, of Technip Energies N.V. (“Technip Energies” and such shares, the “Technip Energies Shares”) at $13.3782 per share for a total purchase price of $100.0 million from the Issuer pursuant to an amendment to the share purchase agreement entered into between Bpifrance Participations and the Issuer, dated as of January 7, 2021 (the “Share Purchase Agreement”). Bpifrance Participations obtained the funds to purchase the Ordinary Shares from working capital.

 

 

Item 4.

Purpose of Transaction.

 

The information included in Item 6 is incorporated herein by reference.

 

This Amendment No. 2 amends and supplements Item 4 of the Original Schedule 13D by adding the following:

 

On March 31, 2021 in connection with the SPA Amendment (as defined in Item 6 below), Bpifrance Participations purchased 7,474,829 Technip Energies Shares.

 

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. 

 

Item 5.

Interest in Securities of the Issuer.

 

This Amendment No. 2 amends and restates Item 5 of the Original Schedule 13D in its entirety as follows:

 

As of the date hereof, (i) Bpifrance Participations holds directly 24,688,691 Ordinary Shares, which represents approximately 5.5% of the Issuer’s Ordinary Shares and (ii) CDC holds directly 1,144,237 Ordinary Shares, which represents approximately 0.3% of the Issuer’s Ordinary Shares. As of the date hereof, neither Bpifrance S.A. nor 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. CDC may be deemed to be the beneficial owner of 318,611 Ordinary Shares, indirectly through its control of CNP Assurances, following the acquisition by CDC of the control of the French public group La Poste on February 4, 2020. CNP Assurances holds directly 318,611 Ordinary Shares, which represents approximately 0.1% of the Issuer’s Ordinary Shares. In the aggregate, CDC may be deemed to be the beneficial owner of 26,151,539 Ordinary Shares, directly and indirectly (through its joint ownership and control of Bpifrance S.A. and its control of CNP Assurances).

 

(a)                                 See also the information contained on the cover pages of this Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 450,433,770 Ordinary Shares of the Issuer outstanding as of February 24, 2021, as reported in the registration statement on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 5, 2021.

 

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

 

(c)                                  See the information contained in Item 3, 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.

 

This Amendment No. 2 amends and supplements Item 6 of the Original Schedule 13D by adding the following:

 

On January 7, 2021, the Issuer and Bpifrance Participations entered into the Share Purchase Agreement, pursuant to which Bpifrance Participations agreed to purchase from the Issuer for $200.0 million, subject to a purchase price adjustment as described below, a number of Technip Energies Shares determined based upon a thirty day VWAP of Technip Energies Shares, less a six percent discount.

 

On March 31, 2021, Bpifrance Participations and the Issuer entered into an amendment (the “SPA Amendment”) to the Share Purchase Agreement that amended the number of Technip Energies Shares to be acquired by Bpifrance Participations to provide that it will purchase from the Issuer 7,474,829 Technip Energies Shares at $13.3782 per share for a total purchase price of $100.0 million. Because Bpifrance Participations had already paid $200.0 million to the Issuer on February 25, 2021 per the original terms, under the SPA Amendment, the Issuer agreed to repay Bpifrance Participations the excess $100.0 million by the thirty fifth (35th) trading day after the Distribution Date (being April 8, 2021). The SPA Amendment is attached as Exhibit 99.5 to this Schedule 13D and incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

This Amendment No. 2 amends and supplements Item 7 of the Original Schedule 13D by adding the following:

 

99.5                        Amendment No. 1 to the Share Purchase Agreement, dated as of March 31, 2021, by and between the Issuer and Bpifrance Participations. 

 

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.

Date: April 1, 2021

 

	Bpifrance Participations S.A.
	By:		/s/ Sophie Paquin*
			Name:		Sophie Paquin
			Title:		Director of Legal Affairs
	Caisse Des Dépôts et Consignations
	By:		/s/ Manuela Laudic**
			Name:		Manuela Laudic
			Title:		Head of Dealing Desk and Shareholding Monitoring
	Epic Bpifrance
	By:		/s/ Sophie Paquin***
			Name:		Sophie Paquin
			Title:		Director of Legal Affairs
	Bpifrance S.A.
	By:		/s/ Boubakar Dione****
			Name:		Boubakar Dione
			Title:		Group Director of Legal Affairs

 

* Sophie Paquin is signing on behalf of Bpifrance Participations SA. by power of attorney previously filed with the Securities and Exchange Commission on February 8, 2018 as Exhibit 1 to Schedule 13D, and hereby incorporated herein by reference.

 

** Manuela Laudic 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 19, 2021 as Exhibit 3 to Schedule 13D, 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 Schedu le 13G, and hereby incorporated herein by reference.

 

**** Boubakar Dione is signing on behalf of Bpifrance S.A. by power of attorney previously filed with the Securities and Exchange Commission on September 7, 2017 as Exhibit 2 to Schedule 13D, and hereby incorporated herein by reference. 

 

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
CAROLE ABBEY DUVAL		Director, Head of the Steering Department at Caisse des Dépôts
ANTOINE SAINTOYANT		Director, Director of strategic holdings at Caisse des Dépôts
FREDERIC SAINT-GEOURS		Director, Director of Société nationale SNCF
FRENCH STATE, represented by CHARLES SARRAZIN		Director, in charge of shareholding interests in the Service & Finance sectors, Agence des Participations de l’Etat (French State Shareholding Agency)
CONSTANCE VALIGNY		Director, Assistant Director for macroeconomic policies, Direction Générale du Trésor (French Treasury)
CHLOE MAYENOBE		Director, deputy CEO Natixis Payment
VICTOIRE AUBRY		Director, Chief Financial Officer of Icade
SOPHIE STABILE		Director, Founder and CEO of Révérence
ROMAIN BONENFAN T		Director, Chief, Service of Industry, General Directorate for Companies of the Ministry of Economy and Finance

 

EXECUTIVE OFFICERS

Name		Present Principal Occupation or Employment
NICOLAS DUFOURCQ		Chief Executive Officer
JOSÉ GONZALO		Executive Director
PIERRE BENEDETTI		Chief Financial Officer

 

 

 

APPENDIX B

 

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

 

CAISSE DES DÉPÔTS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, 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
ERIC LOMBARD		Chief Executive Officer of Caisse des Dépôts
OLIVIER SICHEL		Deputy Chief Executive Officer of Caisse des Dépôts
NICOLAS DUFOURCQ		Chief Executive Officer of Bpifrance
VIRGINIE CHAPRON-DU JEU		Director of Finance for the Caisse des Dépôts Group
PIERRE CHEVALIER		Head of Legal and Tax Department
NATHALIE TUBIANA		Risk Director of the Caisse des Dépô ts Group
OLIVIER MAREUSE		Chief Investment officer - Director of Savings Funds at Caisse des Dépôts
CATHERINE MAYENOBE		Secretary General of Caisse des Dépôts Group
PAUL PENY		Caisse des Dépôts Group Human Resources Director
SOPHIE QUATREHOMME		Group Corporate Communications Director
MICHEL YAHIEL		Pensions and Solidarity Director
ANTOINE SAINTOYANT		Director of strategic holdings at Caisse des Dépôts

 

 

 

APPENDIX C

 

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 Bpifrance are set forth below. The business address of each director and executive officer is EPIC 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
CHRISTIAN BODIN		Director, Chairman, Chief Executive Officer of EPIC Bpifrance
PIERRE-LOUIS AUTIN		Director, Head of department SITTAR at the Higher Education, Research and Innovation Ministry
YANN POUËZAT		Director, Deputy Director at the Directorate of Financing, Industry and Market of the Ministry of Economy and Finance
ALBAN HAUTIER		Director, Deputy Director at th e General Directorate for Budget of the Ministry of Economy and Finance
VINCENT TEJEDOR		Director, Assistant Director in charge of the development of enterprises, General Directorate for Companies of the Ministry of Economy and Finance
MARIE-ANNE LAVERGNE		Director, Investment Manager at the Agence des Participations de l’Etat (French State Shareholding Agency)
NAOMI PERES		Director, Deputy General Secretary for Public Investment

 

 

 

APPENDIX D

 

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 Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance 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.

DIRECTORS

Name		Present Principal Occupation or Employment
ERIC LOMBARD		Director, Chairman, Chief Executive Officer of the Caisse des Dépôts
NICOLAS DUFOURCQ		Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
MARTIN VIAL		Director, Chairman of the Agence des Participations de l’Etat (French State Shareholding Agency)
MARIE DELEAGE		Director representing the employees of Bpifrance
PHILIPPE BAYEUX		Director representing the employees of Bpifrance
VIRGINIE CHAPRON-DU JEU		Director, Director of Finance for the Caisse des Dépôts Group
CLAIRE DUMAS		Director, Finance Director at Société Générale

 

CATHERINE LAGNEAU		Director, Deputy Director of the General council of economy
ANTOINE SAINTOYANT		Director, Director of strategic holdings at Caisse des Dépôts
BERNARD DELPIT		Director, Chief Financial Officer of Safran
ANNABEL ANDRE		Director, Vice-president of the Regional Council of Auvergne-Rhone-Alpes, delegate for the economy and companies
HAROLD HUWART		Director, Vice-president of the Regional Council of Centre-Val-de-Loire, in charge of the economy, farming and associations
CAROLE ABBEY DUVAL		Director, Head of the Steering Department at Caisse des Dépôts
DIANE SIMIU		Director, deputy of the general commissioner for sustainable development at the Ministry for economic and solidarity transition