FLOWSERVE CORP 8-K

What Happened
Flowserve Corporation announced on May 12, 2026 that it issued $500 million aggregate principal amount of 5.700% Senior Notes due May 15, 2036. The Notes were issued under Flowserve’s existing Senior Indenture as supplemented by a Sixth Supplemental Indenture dated May 12, 2026. Interest is payable semi‑annually on May 15 and November 15, beginning November 15, 2026.

Key Details

• Principal amount: $500,000,000; coupon: 5.700% per year; maturity: May 15, 2036.
• Redemption mechanics:
  • Special Mandatory Redemption: If Flowserve’s acquisition of Trillium Flow Technologies Valves Division is not consummated by the Longstop Date (Feb 4, 2027, unless extended) or the purchase agreement is terminated, Flowserve must redeem all outstanding Notes at 101% of principal plus accrued interest.
  • Optional redemptions: Prior to the Par Call Date (Feb 15, 2036) Flowserve may redeem at a market‑linked price (present value formula) or 100% of principal (whichever is greater); on/after Par Call Date it may redeem at 100% of principal. Notice of redemption must be given 10–60 days before the Redemption Date.
• Security and ranking: The Notes are general senior unsecured obligations of Flowserve, not guaranteed by subsidiaries, rank equally with Flowserve’s other senior unsecured debt, and are effectively subordinated to liabilities of subsidiaries and to secured debt to the extent of collateral value.
• Trustee and documentation: Trustee is U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association). The Sixth Supplemental Indenture and form of Note were filed with the 8‑K; Gibson, Dunn & Crutcher LLP provided a legal opinion regarding validity of the Notes.

Why It Matters
This issuance creates a new $500M long‑term debt obligation for Flowserve at a fixed 5.700% coupon, affecting the company’s capital structure and interest expense profile. The Special Mandatory Redemption tied to the Trillium acquisition links the Notes’ continued existence to completion of that deal (or requires Flowserve to repay at a 101% premium if the acquisition fails). Investors should note the Notes are unsecured and rank with other senior unsecured debt, which matters for recovery priority in downside scenarios.