FLOWSERVE CORPORATIO

FLS
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FLOWSERVE CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

09/22/2020 | 04:10pm

Item 1.01. Entry into a Material Definitive Agreement.



On September 21, 2020, Flowserve Corporation, a New York corporation (the
"Company"), issued $500 million aggregate principal amount of its 3.500% Senior
Notes due 2030 (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 National Association, as Trustee (the "Trustee"), as
supplemented by the Fourth Supplemental Indenture, dated as of September 21,
2020
(the "Fourth 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 April 1 and October 1 of each
year, commencing on April 1, 2021. The Notes mature on October 1, 2030.



At any time prior to July 1, 2030 (the "Par Call Date"), the Notes are subject
to redemption upon not less than 10 days' notice , in whole or in part, at any
time and from time to time, at a redemption price equal to the greater of:






• 100% of the principal amount of the Notes to be redeemed; or




• the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes to be redeemed (assuming for these
purposes that the Notes matured on the Par Call Date), discounted to the
date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 45 basis
points.



At any time on or after the Par Call Date, the Company may redeem the Notes, in
whole or in part from time to time, at its option, at a redemption price equal
to 100% of the principal amount of the Notes to be.



In each case, the Company will also pay the accrued and unpaid interest on the
principal amount being redeemed to the Redemption Date.



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 or certain cross defaults to other
instruments, 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 Fourth 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 Fourth 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.



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Item 8.01. Other Events.



On September 22, 2020, the Company issued a press release announcing the
expiration and final results of its previously announced tender offer to
purchase for cash any and all of its 1.250% Senior Notes due 2022. A copy of the
Company's press release is filed as Exhibit 99.1 hereto and is incorporated by
reference into this Item 8.01.



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. 333-230100%), filed with the Securities
and Exchange Commission
on April 10, 2019.



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 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 Fourth Supplemental Indenture, dated as of September 21, 2020,
between Flowserve Corporation and 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).

99.1 Press Release dated September 22, 2020, announcing the expiration
and final results of the tender offer.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).



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