Technip Energies B.V.*
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As filed with the Securities and Exchange Commission on January 19, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Technip Energies B.V.* (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Netherlands 8711 Not Applicable (State or Other Jurisdiction of Incorporation (Primary Standard Industrial Classification (I.R.S. Employer Identification No.) or Organization) Code Number) 6 Allée de l’Arche, Faubourg de l’Arche, ZAC Danton, 92400 Courbevoie, France Tel: +33 (0)1 47 78 21 21 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) C T Corporation System 28 Liberty Street New York, NY 10005 +1 (212) 894-8940 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Ryan J. Maierson Christopher Drewry Latham & Watkins LLP Latham & Watkins LLP 811 Main Street, Suite 3700 330 North Wabash Avenue, Suite 2800 Houston, TX 77007 Chicago, IL 60611 Tel: +1 (713) 546-5400 Tel: +1 (312) 876-7700 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. □ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. □ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company □ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. □ † The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of Securities to be Registered Registered(1) Share Price(3) Registration Fee(3) Ordinary shares, €0.01 nominal value per share ............... (2) (2) $100,000,000 $10,910 (1) This registration statement relates to an indeterminate number of ordinary shares, $0.01 nominal value per share, of Technip Energies B.V. (‘‘Technip Energies shares’’) that will be distributed pursuant to a spin-off transaction to the holders of ordinary shares, $1.00 nominal value per share, of TechnipFMC plc (‘‘TechnipFMC shares’’). (2) Not included pursuant to Rule 457 under the Securities Act of 1933, as amended. (3) There is currently no market for the ordinary shares. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. * We intend to convert the legal form of our company under Dutch law from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public company with limited liability (naamloze vennootschap) and to change our name from Technip Energies B.V. to Technip Energies N.V. prior to the completion of the Distribution (as defined herein). SUBJECT TO COMPLETION, DATED JANUARY 19, 2021 PRELIMINARY PROSPECTUS TECHNIP ENERGIES B.V. Ordinary Shares (€0.01 nominal value per share) This prospectus is being furnished to you as a shareholder of TechnipFMC plc (‘‘TechnipFMC’’), in connection with the planned distribution by TechnipFMC to its shareholders of % of our ordinary shares, €0.01 nominal value per share (the ‘‘Technip Energies shares’’), held by TechnipFMC immediately prior to such distribution (the ‘‘Distribution’’ or the ‘‘Spin-off’’). On , 2021 (the ‘‘Payment Date’’), TechnipFMC will distribute to each TechnipFMC shareholder Technip Energies shares for every TechnipFMC shares (the ‘‘Distribution Ratio’’) that such shareholder owns at 5:00 p.m., New York time, on , 2021 (the ‘‘Record Date’’). Depending on the respective shareholders’ bank or broker, it is expected that Technip Energies Shares will be credited to applicable securities accounts either on or as soon as possible after the Payment Date. The dividend detachment date (the ‘‘Ex Date’’) will be , 2021. Technip Energies will apply to list the Technip Energies shares on the Euronext Paris stock exchange (‘‘Euronext Paris’’), and we anticipate that the Technip Energies shares will begin trading separately from TechnipFMC shares on Euronext Paris at 9:00 a.m. CET on , 2021 (the ‘‘Listing Date’’). Immediately following the Distribution, Technip Energies will be a separate publicly traded company. The Distribution will be made in book-entry form. TechnipFMC shareholders will not receive fractional Technip Energies shares. In the event that a TechnipFMC shareholder is entitled to receive fractional Technip Energies shares, such fractional Technip Energies shares will be aggregated by the relevant intermediary and sold. Following completion of such sale, each such TechnipFMC shareholder will receive from the relevant intermediary a cash payment from the net proceeds of the sale in lieu of any fractional Technip Energies shares that such TechnipFMC shareholder would have otherwise received. It is expected that such net cash proceeds from the sale of the fractional Technip Energies shares will be credited by the relevant intermediary to the accounts of such TechnipFMC shareholders as soon as possible after the Payment Date. Except as described herein with respect to holders of physical share certificates representing TechnipFMC shares, TechnipFMC shareholders will not be required to take any further action in connection with the Spin-off. A proxy is not required, and no payments or any surrender or exchange of any TechnipFMC shares for Technip Energies shares is needed, except as described herein with respect to holders of physical share certificates representing TechnipFMC shares in the section entitled ‘‘The Spin-off––When and How To Receive Technip Energies Shares—TechnipFMC Shares—Holders of TechnipFMC physical share certificates.’’ The number of outstanding TechnipFMC shares will not change as a result of the Spin-off. In connection with the proposed Spin-off, TechnipFMC entered into a share purchase agreement, dated January 7, 2021 (the ‘‘Share Purchase Agreement’’), with Bpifrance Participations SA, a société anonyme incorporated under the laws of the Republic of France (‘‘BPI’’), pursuant to which BPI will purchase from TechnipFMC for $200.0 million, subject to adjustment, a number of Technip Energies shares determined based upon a thirty day volume-weighted average price (‘‘VWAP’’) of Technip Energies’ shares, less a six percent discount (the ‘‘Investment’’). The Investment is subject to the conditions set forth in the section entitled ‘‘Share Purchase Agreement.’’ Following the completion of the Distribution, TechnipFMC will retain approximately 49.9% of the Technip Energies shares, but intends to significantly reduce its shareholding in Technip Energies over the 18 months following the Spin-off, including in connection with the sale of shares to BPI pursuant to the Investment. We are a ‘‘foreign private issuer’’ under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See ‘‘Prospectus Summary—Disclosure Obligations of Foreign Private Issuers.’’ Investing in the Technip Energies shares involves risks. See ‘‘Risk Factors’’ beginning on page 20. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The information in thisSecurities prospectus and is Exchange not Commissionsecurities complete is in effective. and any This may jurisdiction prospectus be where is changed. the not We offer