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 14, 2020, 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 Wells Fargo Securities, 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 3.500% Senior Notes due 2030 (the “Notes”).
The terms of the Notes will be governed by the Indenture, dated as of September 11, 2012, between the Company and U.S. Bank National Association, as trustee, and a related supplemental indenture, to be dated as September 21, 2020, setting forth the specific terms applicable to the Notes.
The offering of the Notes is expected to close on September 21, 2020, 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 finance its previously announced cash tender offer (the “Tender Offer”) for any and all of the €500 million outstanding aggregate principal amount of its previously issued 1.250% EUR Senior Notes due 2022 (the “2022 Notes”). To the extent any net proceeds exceed the amount used to repurchase the 2022 Notes in the Tender Offer, the Company intends to use the net proceeds for general corporate purposes.
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 14, 2020.
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. To the extent any of the underwriters or their affiliates hold a portion of the 2022 Notes, they may tender such 2022 Notes pursuant to the terms and subject to the conditions set forth under the tender offer documents and accordingly may receive or be deemed to receive a portion of the net proceeds of the offering of Notes. In addition, BofA Securities, Inc. is acting as dealer manager in the Tender Offer and will receive customary fees in connection therewith.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated September 14, 2020, among Flowserve Corporation and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, 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 16, 2020 | By: | /s/ Amy B. Schwetz | ||||
| Amy B. Schwetz | ||||||
| Senior Vice President, Chief Financial Officer | ||||||