MSD TransactionIn conjunction with the previously announced business combination, subsidiaries of MSD Partners, L.P. acquire up to $100 million of convertible preferred shares to support the combined company`s future growth objectives. BELLEVUE, Wash. OVERLAND PARK, Kan.—T-Mobile US, Inc. (NASDAQ: TMUS) and Sprint Corporation (NYSE: S) announced today that they have finalized a modification to their final business combination agreement for the creation of the new T-Mobile. The boards of T-Mobile and Sprint unanimously approved the amendment. The change does not affect T-Mobile`s previously reported outlook on the synergies, long-term viability and cash flow of the new T-Mobile. In addition, Bpifrance supports the transaction and confirmed to Technip and FMC Technologies that all their governing bodies have approved the terms of the support agreement, including the obligation to vote in favour of transaction decisions submitted to Technip`s general meeting, subject in particular to the favourable recommendation of Technip`s board of directors. As it had previously been agreed that Bpifrance would have a seat on TechnipFMC`s Board of Directors, Bpifrance will retain its Technip shares until the closing of the transaction, with the possibility of increasing its stake to a maximum of 6% of TechnipFMC`s capital on a fully diluted basis for a period of two years from the conclusion of the transaction. « We believe that MSD Partners` investment is a strong vote of confidence in the ARKO/GPM business model and the significant growth prospects that lie ahead, » said Arie Kotler, President and CEO of Arko Holdings. Factors that could lead to actual results differing materially from those of forward-looking statements include not obtaining current regulatory or shareholder approvals in a timely manner or by any other means; Failing to meet other conditions for completion of proposed transactions; If favourable advice is not obtained from a lawyer for each company on how FMC Technologies SIS Limited (renamed TechnipFMC plc) (« TechnipFMC ») should be treated as a result of the proposed transaction for U.S. tax purposes; risks associated with tax debts or changes to U.S.
federal or international tax laws or interpretations to which they are subject, including the risk that the Internal Revenue Service may not agree that TechnipFMC is a foreign capital company for federal tax purposes in the United States; the risks that new businesses will not be successfully integrated or that combined firms will not realize the estimated cost savings, the value of certain tax assets, synergies and growth, or that achieving such benefits may take longer than expected; Failure to realize the expected benefits of combined operations Risks associated with unforeseen integration costs Reduce customer spending or slow down customer payments Unforeseen changes in competitiveness factors in the business industry; ability to recruit and retain key personnel The ability to successfully integrate businesses The potential impact of the proposed transaction announcement or conclusion on third-party relationships, including customers, employees and competitors; The ability to attract new customers and retain existing customers in the manner expected; Dependence and integration of computer systems changes to the law or administrative rules that affect businesses; international, national or local economic, social or political conditions that could have a negative impact on businesses or their customers; conditions in the credit markets; Risks associated with the parties` assumptions about critical parties` estimates and court proceedings; and the international operations of parties subject to the risks of currency fluctuations and exchange controls.
