United States securities and exchange commission logo
December 7, 2020
Arnaud Pieton
Chief Executive Officer
Technip Energies B.V.
6 All e de l Arche, Faubourg de l Arche, ZAC Danton
92400 Courbevoie, France
Re: Technip Energies
B.V.
Draft Registration
Statement on Form F-1
Submitted November
10, 2020
CIK No. 0001792045
Dear Mr. Pieton:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 Filed November 10, 2020
Prospectus Summary, page 1
1. We note your disclosure
that gas prices fell dramatically and demand for your products
significantly reduced,
both as a result of COVID-19. We further note that COVID-19 has
had and may continue to
have an adverse impact on your financial condition; for example,
during your operations
for the six months ended June 30, 2020 26.2 million in charges
were related to
COVID-19. In your Summary, Risk Factors, Management's Discussion
and Analysis of
Financial Condition and Results of Operations, and Business discussions
please expand your
disclosure, and quantify to the extent possible, the actual and
anticipated impact of
COVID-19 on your business operations. For guidance, refer to CF
Disclosure Guidance
Topic No. 9 (March 25, 2020).
Arnaud Pieton
Technip Energies B.V.
December 7, 2020
Page 2
Organizational Structure, page 3
2. We note that Bpi(france) will be one of your sharehodlers after the
spin off. In an
appropriate place, please revise to explain how and when Bpi(france)
will acquire your
shares.
Technip Energies Dividend and Listing, page 3
3. We note your statement, "Technip Energies will apply to list its
shares on Euronext Paris
and may register its shares with the SEC under applicable U.S. federal
securities laws."
This disclosure seems to be inconsistent with other disclosures in
your prospectus that
make it clear that you are registering the shares being issued in
connection with the spin
off. Please revise for consistency and clarity.
Capitalization, page 52
4. Please include a double underline beneath cash and cash equivalents to
clarify that such
amounts are not included in your total capitalization.
5. Please revise your capitalization disclosures to explain the nature
and amounts of the
adjustments that will be made to your historical capitalization as of
June 30, 2020 to arrive
at your capitalization as adjusted to give effect to the new Bridge
Term Facility and
Revolving Credit Facility and certain cash transfers between you and
TechnipFMC, and as
further adjusted to give effect to the consummation of the Spin-Off.
Selected Combined Financial Data, page 54
6. Please disclose the exchange rates as of the latest practicable date
and the end of each
period, the average rates, and the range of high and low rates for
each period presented.
See Instruction 5 to Item 301 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
56
7. Please expand this section to discuss known material trends and
uncertainties that will
have, or are reasonably likely to have, a material impact on your
revenues or income or
result in your liquidity decreasing or increasing in any material way.
In this regard, we
note that Net profit (loss) attributable to owners of the Technip
Energies Group was
146.3 in 2019, (85.4) in 2018 and 58.6 in 2017. Please revise
this section to elaborate
upon and explain this performance. Please provide additional analysis
concerning the
FirstName LastNameArnaud Pieton
quality and variability of your earnings and cash flows so that
investors can ascertain the
Comapany NameTechnip
likelihood Energies
or the extent B.V.
past performance is indicative of future
performance. Please
discuss whether
December 7, 2020 Page 2 you expect levels to remain at this level or to
increase or decrease.
FirstName LastName
Arnaud Pieton
FirstName LastNameArnaud Pieton
Technip Energies B.V.
Comapany7,
December NameTechnip
2020 Energies B.V.
December
Page 3 7, 2020 Page 3
FirstName LastName
Year ended December 31, 2019 compared to year ended December 31, 2018
Revenue, page 63
8. You disclose that you recognized changes in contract estimates that
had an impact on your
margin in 2019 and 2018 and you attributed the changes to better than
expected project
performance results. Please revise to specify in further detail how
the changes in contract
estimates impacted your margin, including any impacts to revenue and
cost of sales, and
how they affected your order backlog, if applicable.
Business, page 73
9. Please provide a description of any human capital measures or
objectives that you use or
focus on in managing your business. Such factors may include, as
examples
only, measures or objectives that address the development, attraction
and retention of
personnel. Refer to Item 101(c)(2)(ii) of Regulation S-K.
Intellectual Property, page 86
10. We note your discussion of your intellectual property. Please augment
your disclosure to
make sure that it reflects the post spin off status of your
intellectual property. For
example, disclose whether TechnipFMC will sell, transfer or license
patents to you, or
otherwise. If TechnipFMC is going to sell, transfer or license patents
to you, describe
the terms of the licenses.
Major Shareholders, page 110
11. Please revise the footnotes to identify the natural persons with
voting and/or investment
control over the beneficial owners listed in the table. Refer to Item
403 of Regulation S-
K.
Service of Process and Enforcement of Civil Liabilities, page 145
12. We note your discussion of the limits of effecting service, bringing a
law suit and
enforcing a judgement in a Dutch court. Please provide risk factor
disclosure of an
investor's ability:
to effect service of process within the United States against
any of your non-U.S.
resident officers or directors;
to enforce U.S. court judgments based upon the civil liability
provisions of the U.S.
federal securities laws against any of the above referenced
foreign persons in the
United States;
to enforce in a Dutch court U.S. court judgments based on the
civil liability
provisions of the U.S. federal securities laws against the above
foreign persons; and
Arnaud Pieton
Technip Energies B.V.
December 7, 2020
Page 4
to bring an original action in a Dutch court to enforce
liabilities based upon the U.S.
federal securities laws against the above foreign persons.
Combined Financial Statements of Technip Energies for the Years Ended December
31, 2019,
2018 and 2017
Note 1. Accounting Principles
1.1 Background, page F-9
13. Your disclosure on page F-9 and elsewhere in the filing indicates that
the Technip
Energies Group that will be spun-off by TechnipFMC includes businesses
that were
formerly part of the Onshore/Offshore, the Surface Technology and
Subsea business
segments of TechnipFMC. We also note from your disclosures included in
the filing that
the Technip Energies Group intends to enter into various transactions
in connection with
the spin-off such as a Bridge Term Facility as discussed on page 16, a
share purchase
agreement with certain investors as described on page 41, and the Tax
Matters Agreement,
Employee Matters Agreement, and the Transition Services Agreement with
TechnipFMC
as discussed on pages 111 through 114 of the filing. Given the various
transactions that
are occurring in connection with the spin-off transaction, please
revise to include pro
forma financial information prepared in accordance with Article 11 of
Regulation S-X
giving effect to these various transactions and agreements. Refer to
the guidance outlined
in Rule 11-01(a)(7) of Regulation S-X, Item 17 of Form 20-F and
General Instruction
B(d) to Form 20-F. Alternatively, please explain why you do not
believe this is required.
1.5 Summary of Significant Accounting Policies
f) Segment information, page F-21
14. Your disclosure on page F-9 indicates that your financial statements
include businesses
that were formerly part of the Onshore/Offshore, the Surface Technology
and Subsea
business segments of TechnipFMC. Please tell us and revise to expand the
current
disclosures regarding the factors used to identify your reportable
segments, including the
basis of organization (for example, whether management has chosen to
organize the
company around differences in products and services, geographic areas,
regulatory
environments, or a combination of factors and whether operating segments
have been
aggregated). Please refer to paragraph 22 of IFRS 8. As part of your
response, please
also tell us how you identified your operating segments based on the
criteria provided in
paragraph 5 of IFRS 8 and provide us with a list of these operating
segments. To the
FirstName LastNameArnaud Pieton
extent you have more than one operating segment, please tell us how you
considered the
Comapany NameTechnip
aggregation criteriaEnergies B.V.12 of IFRS 8 and the quantitative
thresholds in paragraph
in paragraph
13 of
December 7, IFRS
2020 8Page
in determining
4 your reportable segment. Please be
detailed in your response.
FirstName LastName
Arnaud Pieton
FirstName LastNameArnaud Pieton
Technip Energies B.V.
Comapany7,
December NameTechnip
2020 Energies B.V.
December
Page 5 7, 2020 Page 5
FirstName LastName
Note 25. Related Parties Disclosures
25.2 Transactions with TechnipFMC, page F-71
15. We note a line item titled "Other" in the components of Net
Contributions
From/(Distributions To) TechnipFMC tabular disclosure on top of page
F-72. Please
revise to disclose what the "Other" component represents including any
material
subcomponents and related amounts.
Note 26. Market Related Exposure
26.1 Liquidity Risk
Net Cash, page F-73
16. We note your disclosure of a non-IFRS financial measure, net cash,
here and on page F-
109. Please revise to move disclosure of this non-IFRS measure from
the notes to your
financial statements to elsewhere in the filing or explain why you do
not believe this is
required. Refer to Item 10(e)(1)(ii) of Regulation S-K.
Note 27. Companies Included in the Scope of the Combined Financial Statements
27.1 Principal Subsidiaries, page F-78
17. Your disclosure on page F-79 indicates that as of December 31, 2019
you hold a 50%
interest in Yamal Services SAS. We also note from your disclosure on
page 58, that in the
fourth quarter of 2016, you obtained voting control interest in the
Yamal entities and as of
December 31, 2016, total assets, liabilities and equity related to
these entities were
consolidated in your combined statement of financial position. We also
note that
beginning on January 1, 2017, your results of operations reflect the
consolidated results of
operations related to these entities. Given that you do not appear to
hold a majority
interest in the Yamal Joint Venture arrangement, please explain the
nature and terms of
the arrangement that provided you with a voting control interest in
this entity. Refer to the
guidance in IFRS 10.
Interim Condensed Combined Financial Statements (Unaudited)
Notes to Interim Condensed Combined Financial Statements (Unaudited)
Note 14. Related Party Transactions
14.2 Transactions with TechnipFMC, page F-108
18. Please revise the notes to the interim financial statements to
disclose the components of
Net Contributions From/Distributions To TechnipFMC for each period
presented in the
interim combined statements of changes in invested equity. Also,
please revise to provide
a reconciliation of Net Contributions From/Distributions To TechnipFMC
in the
statements of equity to the corresponding amounts presented in the
combined statements
of cash flows for each period. Your revised disclosures should be in a
level of detail
consistent with that provided in Note 25.2 of the audited financial
statements.
Arnaud Pieton
FirstName LastNameArnaud Pieton
Technip Energies B.V.
Comapany7,
December NameTechnip
2020 Energies B.V.
December
Page 6 7, 2020 Page 6
FirstName LastName
General
19. In appropriate places, please describe the principle terms of your
debt, including the
Bridge Term Facility and New Revolving Credit Facility.
You may contact Stephen Kim at 202-551-3291 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services