UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2021, Flowserve Corporation, a New York corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein, relating to the offering and sale of $500 million aggregate principal amount of the Company’s 2.800% Senior Notes due 2032 (the “Notes”).
The terms of the Notes will be governed by that certain Indenture, dated as of September 11, 2012, between the Company and U.S. Bank National Association, as trustee (the “Base Indenture”), and a related supplemental indenture, to be dated as September 23, 2021, setting forth the specific terms applicable to the Notes.
The offering of the Notes is expected to close on September 23, 2021, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. The Company intends to use the net proceeds of the offering to fund the redemption of its 3.500% Senior Notes due September 2022 (the “2022 Notes”) and its 4.000% Senior Notes due November 2023 (the “2023 Notes”).
The Notes are being offered and sold under a Registration Statement on Form S-3 (Registration No. 333-230796) and are described in a Prospectus Supplement dated September 9, 2021.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, indemnification rights and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
The underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings with the Company or its affiliates. They have received, and may in the future receive, customary fees and commissions for these transactions. In particular, certain of the underwriters or their affiliates are lenders under the Company’s revolving credit facility.
Item 8.01. Other Events.
On September 9, 2021, the Company caused notices of redemption to be issued to the holders of the 2022 Notes and 2023 Notes pursuant to the Base Indenture, as supplemented in regards to the 2022 Notes by the First Supplemental Indenture thereto, dated as of September 11, 2012 (the “First Supplemental Indenture”), and as supplemented in regards to the 2023 Notes by the Second Supplemental Indenture thereto, dated as of November 1, 2013 (the “Second Supplemental Indenture” and, the Base Indenture as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”).
The 2022 Notes and 2023 Notes will be redeemed in full at the redemption price calculated in accordance with the Indenture. The redemption date for the Notes will be October 9, 2021. This Current Report on Form 8-K does not constitute a notice of redemption of the Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated September 9, 2021, among Flowserve Corporation and BofA Securities, Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several underwriters named therein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Flowserve Corporation | ||||||
| Date: September 10, 2021 | By: | /s/ Amy B. Schwetz | ||||
| Amy B. Schwetz | ||||||
| Senior Vice President, Chief Financial Officer | ||||||