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  4. [8-K] FLOWSERVE CORP Reports Material Event

Flowserve (NYSE: FLS) inks $1B revolver, $450M term loan maturing 2031

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Flowserve Corporation entered into a Third Amended and Restated Credit Agreement with Bank of America and other lenders, establishing a $1,000.0 million unsecured revolving credit facility and an unsecured term loan facility of up to $450.0 million, both maturing on April 15, 2031.

On the closing date, the company drew approximately $450.0 million under the term loan and $250.0 million under the revolver to refinance existing debt and for general corporate purposes. Pricing is based on Term SOFR plus 1.000%–1.750% or, at Flowserve’s option, a Base Rate plus 0.000%–0.750%, with initial margins of Term SOFR plus 1.375% and Base Rate plus 0.375%.

The facility includes a $750.0 million sublimit for letters of credit, a $30.0 million swing line sublimit, an option to increase the revolver by up to $400.0 million, and customary financial covenants such as consolidated net leverage and interest coverage ratios.

Positive

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Negative

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Insights

Flowserve refinances and extends a large credit facility with stable covenant terms.

Flowserve replaced its prior agreement with a Third Amended and Restated Credit Agreement providing a $1,000.0 million unsecured revolver and up to $450.0 million in term loans, both maturing on April 15, 2031. This consolidates and refreshes its core bank financing.

About $450.0 million of term loans and $250.0 million of revolver borrowings were drawn to refinance existing debt and for general corporate purposes, so this is largely a balance-sheet rollover rather than incremental leverage. Pricing is tied to debt ratings from Moody’s or S&P, with margins ranging from 1.000%–1.750% over Term SOFR.

The facility includes a $750.0 million letter-of-credit sublimit, a $30.0 million swing line sublimit, and an option to increase the revolver by up to $400.0 million, plus maintenance covenants on consolidated net leverage and interest coverage. Actual impact will depend on future borrowing levels and the company’s maintained credit ratings.

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 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Unsecured revolving credit facility $1,000.0 million Third Amended and Restated Credit Agreement capacity
Unsecured term loan facility Up to $450.0 million Third Amended and Restated Credit Agreement capacity
Accordion increase option Up to $400.0 million Potential increase to revolving credit facility
Drawn at closing - term loan Approximately $450.0 million Borrowed on closing date to refinance existing debt
Drawn at closing - revolver Approximately $250.0 million Borrowed on closing date for refinancing and corporate purposes
Letter of credit sublimit $750.0 million Within $1,000.0 million revolving facility
Swing line loan sublimit $30.0 million Within revolving credit facility
Facility maturity April 15, 2031 Maturity date for revolving and term loans
revolving credit facility financial
"provides for (x) a $1,000.0 million unsecured revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
Term Secured Overnight Financing Rate financial
"The interest rates per annum ... will be Term Secured Overnight Financing Rate"
Base Rate financial
"or, at the option of the Company, the Base Rate (as defined in the Third Amended and Restated Credit Agreement)"
The base rate is the primary interest rate set by a central authority or used as a benchmark for pricing loans, savings and other financial products. Think of it as the anchor in a floating system: when the base rate moves, borrowing costs, corporate financing and consumer spending tend to shift too, which can change company profits and investor returns across the market.
letters of credit financial
"includes a $750.0 million sublimit for the issuance of letters of credit"
A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.
consolidated net leverage ratios financial
"including maintenance of consolidated net leverage ratios and interest coverage"

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FAQ

What new credit facilities did Flowserve (FLS) secure in the April 2026 agreement?
Flowserve secured a $1,000.0 million unsecured revolving credit facility and an unsecured term loan facility of up to $450.0 million. Both facilities share a maturity date of April 15, 2031 and include sublimits for letters of credit and swing line loans.

How much did Flowserve (FLS) draw under the new credit agreement at closing?
At closing, Flowserve drew approximately $450.0 million under the term loan facility and about $250.0 million under the revolving credit facility. These borrowings refinanced existing debt and provided funds for general corporate purposes, replacing amounts outstanding under the prior credit agreement.

What are the key pricing terms of Flowserve’s new credit facilities?
Interest on the revolver and term loan is based on Term SOFR plus 1.000% to 1.750%, or, at Flowserve’s option, a Base Rate plus 0.000% to 0.750%. Initial margins are Term SOFR plus 1.375% and Base Rate plus 0.375%, depending on debt ratings.

What letter of credit and swing line features are in Flowserve’s restated facility?
The revolving credit facility includes a $750.0 million sublimit for issuing letters of credit and a $30.0 million sublimit for swing line loans. Outstanding letters of credit under the prior agreement were transferred into this new facility on the April 15, 2026 closing date.

When do Flowserve’s new revolving and term loan facilities mature?
Both the $1,000.0 million unsecured revolving credit facility and the unsecured term loan facility under the Third Amended and Restated Credit Agreement share a maturity date of April 15, 2031, extending the company’s committed bank financing profile into the next decade.

What financial covenants are included in Flowserve’s Third Amended and Restated Credit Agreement?
The agreement includes customary covenants such as maintenance of consolidated net leverage ratios and interest coverage, along with standard representations, warranties, and events of default. If an event of default continues, lenders may declare all outstanding loans immediately due and payable.
FLOWSERVE CORP false 0000030625 0000030625 2026-04-15 2026-04-15
 
 

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): April 15, 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.

Third Amended and Restated Credit Agreement with Bank of America, N.A., as Administrative Agent

On April 15, 2026 (the “Closing Date”), Flowserve Corporation (the “Company”) amended and restated its credit agreement (the “Third Amended and Restated Credit Agreement”) with Bank of America, N.A., as administrative agent, and the other lenders (together, the “Lenders” and each individually, a “Lender”) and letter of credit issuers party thereto. The Third Amended and Restated Credit Agreement, among other things provides for (x) a $1,000.0 million unsecured revolving credit facility (which includes a $750.0 million sublimit for the issuance of letters of credit and a $30.0 million sublimit for swing line loans) and the right, subject to certain conditions including a Lender approving any such increase, to increase the amount of such revolving credit facility by an aggregate amount not to exceed $400.0 million, (y) an unsecured term loan facility in the amount up to $450.0 million and (z) a maturity date for the revolving and term loans of April 15, 2031.

On the Closing Date, approximately $450.0 million was drawn under the term loan facility and approximately $250.0 million was drawn under the revolving credit facility to refinance the existing debt of the Company and to be used for general corporate purposes. As of the Closing Date, the Company had approximately $250 million of revolving loans outstanding, approximately $443.8 million of term loans outstanding and approximately $79.3 million of outstanding letters of credit under the Company’s then-existing Second Amended and Restated Credit Agreement dated as of October 10, 2024, as amended, among the Company, Bank of America, N.A., as administrative agent, swing line lender and a letter of credit issuer, and the other lenders and letter of credit issuers party thereto (the “Existing Credit Agreement”). In connection with the amendment and restatement of the Existing Credit Agreement on the Closing Date, the Company’s outstanding letters of credit under the Existing Credit Agreement were transferred to be under the Third Amended and Restated Credit Agreement. Future draws under the Third Amended and Restated Credit Facility will be subject to various conditions, including the absence of defaults under the Third Amended and Restated Credit Agreement.

The interest rates per annum applicable to the revolving credit facility under the Third Amended and Restated Credit Agreement (other than in respect of swing line loans), and the term loan will be Term Secured Overnight Financing Rate (“Term SOFR”) plus between 1.000% to 1.750%, depending on the Company’s debt rating by either Moody’s Investors Service, Inc. (“Moody’s”) or Standard & Poor’s Financial Services LLC (“S&P”), or, at the option of the Company, the Base Rate (as defined in the Third Amended and Restated Credit Agreement) plus between 0.000% to 0.750% depending on the Company’s debt rating by either Moody’s or S&P. As of the Closing Date, the initial interest rate on the revolving credit facility under the Third Amended and Restated Credit Agreement was the Term SOFR plus 1.375% in the case of Term SOFR loans and the Base Rate plus 0.375% in the case of Base Rate loans, and the initial interest rate on the term loan facility under the Third Amended and Restated Credit Agreement was Term SOFR plus 1.375% in the case of Term SOFR loans and the Base Rate plus 0.375% in the case of Base Rate loans. Beginning on the Closing Date, a commitment fee will be payable quarterly in arrears on the daily unused portions of the revolving facility under the Third Amended and Restated Credit Agreement. The commitment fee will be between 0.080% and 0.250% of unused amounts under the revolving credit facility depending on the Company’s debt rating by either Moody’s or S&P.

The Third Amended and Restated Credit Agreement includes customary representations and warranties, affirmative and negative covenants, and events of default, including maintenance of consolidated net leverage ratios and interest coverage. If an event of default occurs and is continuing, the Lenders have the right to declare all outstanding loans immediately due and payable.

The foregoing description of the Third Amended and Restated Credit Agreement does not purport to be a complete statement of the parties’ rights and obligations under the Third Amended and Restated Credit Agreement and the transactions contemplated therein, and is qualified in its entirety by reference to the Third Amended and Restated Credit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 1.02

Termination of a Material Definitive Agreement.

The disclosures required by this Item 1.02 are incorporated herein by reference to the disclosures set forth above under Item 1.01 regarding the termination of the Existing Credit Agreement.

 

Item 2.03

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

The disclosures required by Item 2.03 are incorporated herein by reference to the disclosures contained under Item 1.01 above.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

   

Description

10.1   

Third Amended and Restated Credit Agreement, dated as of April 15, 2026, among Flowserve Corporation, Bank of America, N.A., as swing line lender, a letter of credit issuer and administrative agent, and the other lenders and letter of credit issuers referred to 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
Dated: April 15, 2026     By:  

/s/ Amy B. Schwetz

      Amy B. Schwetz
      Senior Vice President, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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