United States securities and exchange commission logo
January 7, 2021
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.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted December
18, 2020
CIK No. 0001792045
Dear Mr. Pieton:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1 Filed
December 18, 2020
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Year ended December 31, 2018 compared to year ended December 31, 2017
Revenue, page 71
1. We note your response
and related revision to comment 8. We reissue our comment for
the changes in contract
estimates that had an impact on your margin in 2018.
Arnaud Pieton
FirstName LastNameArnaud Pieton
Technip Energies B.V.
Comapany
January NameTechnip Energies B.V.
7, 2021
January
Page 2 7, 2021 Page 2
FirstName LastName
Liquidity and Capital Resources, page 74
2. Please disclose the interest rates of your debt, for example the
bridge term loan and
revolving credit facility.
Major Shareholders, page 124
3. We note your revised disclosure in response to prior comment 11 and
re-issue that
comment. Please disclose the natural person or persons who have
beneficial ownership of
the shares held by each of The Vanguard Group, Inc., Bpifrance
Participations S.A.,
BlackRock, Inc., Invesco Ltd. and State Street Corporation. In this
regard, please note
that Rule 13d-3 under the Exchange Act defines beneficial ownership to
include those
holders with voting and/or dispositive control of your shares.
Combined Financial Statements of Technip Energies for the Years Ended December
31, 2019,
2018 and 2017
6. Notes to Combined Financial Statements
Note 1. Accounting Principles
1.1 Background, page F-9
4. We note your response to comment 13. Please revise to include pro
forma financial
information prepared in accordance with Article 11 of Regulation S-X
giving effect to the
transactions and agreements that are not already reflected in your
historical financial
statements (e.g. Bridge Term Facility, New Revolving Credit Facility,
and Share Purchase
Agreement).
Interim Condensed Combined Financial Statements (Unaudited)
6. Notes to Interim Condensed Combined Financial Statements (Unaudited)
Note 14. Related Party Transactions
14.2 Transactions with TechnipFMC, page F-108
5. We note your response and related revisions to comment 18. Please
revise to disclose
what the "Other" component represents, including any material
subcomponents and
related amounts, in the reconciliation of Net Contributions
From/(Distributions To)
TechnipFMC to the corresponding amounts presented in the combined
statement of cash
flows tabular disclosure on top of page F-109. In addition, revise the
column headings of
your table to reflect the appropriate fiscal years for the comparative
interim periods in the
tabular disclosure.
General
6. Please clarify throughout the prospectus the extent and nature of the
control that Technip
FMC, officers and directors of Technip Energies, investors and/or
other related parties or
insiders will have over Technip Energies. In this regard, please
clarify, particularly in the
Summary and Risk Factors sections, the persons who will hold such
control and the
Arnaud Pieton
Technip Energies B.V.
January 7, 2021
Page 3
manners in which they will hold it, the extent to which such entities
will control the
decisions of the company, the fact that such persons may have
differing interests from
investors in this offering, the specific terms of any agreements
regarding board
representation on the board of Technip Energies, and the impact of the
Voting Agreement.
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.
FirstName LastNameArnaud Pieton Sincerely,
Comapany NameTechnip Energies B.V.
Division of
Corporation Finance
January 7, 2021 Page 3 Office of Trade &
Services
FirstName LastName