United States securities and exchange commission logo
February 1, 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.
Registration
Statement on Form F-1
Filed January 19,
2021
File No. 333-252215
Dear Mr. Pieton:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed January 19, 2021
Unaudited Pro Forma Condensed Combined Financial Information, page 60
1. We note your response
and related revisions to comment 4. It appears that no adjustments
related to the Share
Purchase Agreement were included in the pro forma financial
statements. Please
revise to include the adjustments necessary to reflect your entry into the
Share Purchase
Agreement in the pro forma financial statements.
Unaudited Pro Forma Combined Statement of Income for the Year Ended
December 31, 2019,
page 63
2. Please revise to
disclose your pro forma basic and diluted earnings per share for this
period.
Arnaud Pieton
Technip Energies B.V.
February 1, 2021
Page 2
General
3. Please revise the last risk factor on page 38 to include a discussion
of BPI's abiility to
influence the composition of the board of dierctors going forward. In
addition, please
revise the Summary to state that, as a result of TechnipFMC's holdings
following the spin-
off and BPI's rights under the Relationship Agreement, they will have
influence over the
company that other investors likely will not.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
February 1, 2021 Page 2 Office of Trade &
Services
FirstName LastName