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Flowserve (NYSE: FLS) sells $500M 5.700% senior notes maturing 2036

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Form Type
8-K

Rhea-AI Filing Summary

Flowserve Corporation issued $500 million aggregate principal amount of 5.700% Senior Notes due 2036 under its existing indenture. Interest is payable semi-annually each May 15 and November 15, starting November 15, 2026, and the Notes mature on May 15, 2036.

The Notes include a Special Mandatory Redemption at 101% of principal plus accrued interest if the Trillium Flow Technologies Valves Division acquisition is not completed by February 4, 2027 (or a later agreed Longstop Date) or the purchase agreement is terminated. Flowserve may also redeem the Notes before maturity at specified make-whole or par prices, subject to notice requirements.

The Notes are senior unsecured obligations of Flowserve, not guaranteed by subsidiaries, and rank equally with its other senior unsecured debt while being effectively subordinated to subsidiary liabilities and secured debt. The indenture contains customary covenants on liens, mergers, and asset transfers, and specifies events of default that can accelerate repayment.

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Insights

Flowserve adds $500M fixed-rate senior debt with acquisition-linked redemption terms.

Flowserve has issued $500 million of 5.700% Senior Notes due 2036, adding long-dated, fixed-rate financing to its capital structure. The notes sit as general senior unsecured obligations, on par with existing senior unsecured indebtedness and behind secured and subsidiary-level liabilities.

A key structural feature is the Special Mandatory Redemption at 101% of principal plus accrued interest if the Trillium Flow Technologies Valves Division acquisition is not completed by the February 4, 2027 Longstop Date or if its purchase agreement is terminated. This ties the financing closely to that transaction.

The indenture includes customary covenants limiting liens on Principal Property and major mergers or asset sales, plus cross-default and failure-to-redeem events that can accelerate the notes. Future company filings may clarify how this new debt interacts with broader funding plans and the Trillium acquisition’s progress.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior notes issuance $500 million aggregate principal amount 5.700% Senior Notes due 2036
Coupon rate 5.700% fixed interest Senior Notes due 2036
Maturity date May 15, 2036 Final principal repayment of notes
Interest payment dates May 15 and November 15 Semi-annual payments starting November 15, 2026
Special Mandatory Redemption price 101% of principal If Trillium acquisition not completed or agreement terminated
Make-whole spread Treasury Rate plus 20 basis points Optional redemption before February 15, 2036
Par call date February 15, 2036 Three months before maturity
Longstop Date for acquisition February 4, 2027 Deadline used for Special Mandatory Redemption condition
Special Mandatory Redemption financial
"the Company will be required to redeem all of the outstanding Notes at a redemption price equal to 101% ... (such required redemption, a “Special Mandatory Redemption”)."
A special mandatory redemption is a contractual obligation that forces a company to repay certain debt or preferred shares early when a specific trigger event occurs (for example, a change in tax law, regulatory change, or sale). For investors it matters because it ends the expected income stream and returns principal at a pre-set price, potentially altering returns, tax outcomes and a company’s cash needs — like a lender calling a loan back when rules change.
Treasury Rate financial
"discounted to the Redemption Date ... at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date"
The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.
Material Subsidiaries financial
"the ability of (i) the Company and its Material Subsidiaries to create liens on any Principal Property"
Principal Property financial
"the ability of (i) the Company and its Material Subsidiaries to create liens on any Principal Property that secure indebtedness"
Significant Subsidiary financial
"In the case of certain events of bankruptcy or insolvency of the Company or any Significant Subsidiary, the principal amount of the Notes will be automatically due"
senior unsecured obligations financial
"The Notes are the Company’s general senior unsecured obligations, are not guaranteed by any of the Company’s subsidiaries"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
Understanding 8-K Material Events →
FLOWSERVE CORP false 0000030625 0000030625 2026-05-12 2026-05-12
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2026

 

 

FLOWSERVE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

New York   1-13179   31-0267900

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

5215 N. O’Connor Blvd., Suite 700, Irving, Texas   75039
(Address of Principal Executive Offices)   (Zip Code)

(972) 443-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $1.25 Par Value   FLS   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01. Entry into a Material Definitive Agreement.

On May 12, 2026, Flowserve Corporation, a New York corporation (the “Company”), issued $500 million aggregate principal amount of its 5.700% Senior Notes due 2036 (the “Notes”). The Notes were issued pursuant to a Senior Indenture, dated as of September 11, 2012 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as Trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, dated as of May 12, 2026 (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. Capitalized terms used in this current report and not defined herein have the meanings ascribed to them in the Indenture.

Interest on the Notes is payable semi-annually on May 15 and November 15 of each year, commencing on November 15, 2026. The Notes mature on May 15, 2036.

In the event that (i) the Company’s acquisition of Trillium Flow Technologies Valves Division (the “Trillium Flow Acquisition”) is not consummated on or prior to February 4, 2027 or such later date as the parties to the purchase agreement may agree as the “Longstop Date” thereunder, or (ii) the purchase agreement related thereto is terminated without the Trillium Flow Acquisition being consummated, the Company will be required to redeem all of the outstanding Notes at a redemption price equal to 101% of the aggregate principal amount of such Notes plus accrued interest thereon, if any, to the Redemption Date (such required redemption, a “Special Mandatory Redemption”).

Prior to February 15, 2036 (three months prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes at the Company’s option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the Redemption Date; and

(2) 100% of the principal amount of the Notes to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the Redemption Date.

On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date.

The Notes are subject to redemption upon at least 10 days’ but not more than 60 days’ prior written notice before the Redemption Date to each holder of Notes to be redeemed.

The Indenture contains customary terms and covenants, including covenants that limit, among other things, the ability of (i) the Company and its Material Subsidiaries to create liens on any Principal Property that secure indebtedness unless the Notes are secured equally and ratably with such indebtedness and (ii) the Company to consolidate with or merge into any other entity or sell, transfer or lease all or substantially all of the Company’s assets to another entity. Under certain events of default, including, without limitation, failure to pay when due any principal amount, certain cross defaults to other instruments or failure to make the Special Mandatory Redemption, if required, the Trustee may (and at the direction of the Holders of at least 25% in principal amount of the outstanding Notes shall) declare the principal amount of the Notes to be due and payable immediately. In the case of certain events of bankruptcy or insolvency of the Company or any Significant Subsidiary, the principal amount of the Notes will be automatically due and payable immediately.

The Notes are the Company’s general senior unsecured obligations, are not guaranteed by any of the Company’s subsidiaries, rank equally in right of payment with the Company’s existing and future senior unsecured indebtedness and are effectively subordinated to all indebtedness and other liabilities of the Company’s subsidiaries and to all of the Company’s secured indebtedness to the extent of the value of the collateral securing such indebtedness.

 

The foregoing description of the issuance and sale of the Notes and the terms thereof does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture and the Sixth Supplemental Indenture, which are filed as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference. The form of Note, which is included as part of the Sixth Supplemental Indenture, is filed as Exhibit 4.3 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the offering of the Notes, Gibson, Dunn & Crutcher LLP delivered a legal opinion with respect to the validity of the Notes, which opinion is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Statement on Form S-3 (No. 333-286219), filed with the Securities and Exchange Commission on March 28, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.   

Description

4.1    Senior Indenture, dated as of September 11, 2012, by and between Flowserve Corporation and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as Trustee (incorporated by reference herein to Exhibit 4.1 to the Form 8-K filed with the Securities and Exchange Commission on September 11, 2012).
4.2    Sixth Supplemental Indenture, dated as of May 12, 2026, between Flowserve Corporation and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as Trustee.
4.3    Form of Note (included in Exhibit 4.2).
5.1    Opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the Notes.
23.1    Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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: May 12, 2026     By:  

/s/ Amy B. Schwetz

 

    

 

  

Amy B. Schwetz

Senior Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Flowserve (FLS) announce in this 8-K filing?

Flowserve reported issuing $500 million of 5.700% Senior Notes due 2036. These notes are senior unsecured obligations with semi-annual interest payments and are governed by an existing indenture and a new supplemental indenture, adding long-term fixed-rate debt financing to the company’s capital structure.

What are the key terms of Flowserve’s 5.700% Senior Notes due 2036?

The notes have a $500 million aggregate principal amount, a 5.700% coupon, and mature on May 15, 2036. Interest is paid semi-annually on May 15 and November 15, starting November 15, 2026, with various optional redemption provisions before maturity at specified prices.

How is the Trillium Flow Technologies acquisition linked to Flowserve’s new notes?

If the Trillium Flow Technologies Valves Division acquisition is not completed by February 4, 2027, or the purchase agreement is terminated, Flowserve must conduct a Special Mandatory Redemption of all outstanding notes at 101% of principal plus accrued interest, directly tying this financing to that transaction’s completion.

Where do Flowserve’s new notes rank in the company’s capital structure?

The notes are general senior unsecured obligations of Flowserve and rank equally with its existing and future senior unsecured indebtedness. They are effectively subordinated to all indebtedness and other liabilities of subsidiaries and to secured indebtedness to the extent of the value of pledged collateral.

What redemption options does Flowserve have on the 5.700% notes?

Before February 15, 2036, Flowserve may redeem the notes at the greater of a make-whole price based on the Treasury Rate plus 20 basis points or 100% of principal, plus accrued interest. On or after that date, they are redeemable at par plus accrued interest, with advance written notice required.

What covenants and default provisions apply to Flowserve’s new senior notes?

The indenture limits creating liens on Principal Property without equally securing the notes and restricts major mergers or asset transfers. Events of default include missed principal payments, certain cross defaults, and failure to make a required Special Mandatory Redemption, which can lead to immediate acceleration of the notes’ principal.

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