UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 2, 2002
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FLOWSERVE CORPORATION
(Exact name of registrant as specified in the charter)
New York 001-13179 31-0267900
(State of other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
222 W. Las Colinas Blvd., Suite 1500, 75039
Irving, Texas (Zip Code)
(Address of principal executive offices)
(972) 443-6500
Registrant's telephone number, including area code
Item 2. Acquisition or Disposition of Assets.
On March 21, 2002, Flowserve Corporation (the "Company") entered into a
Purchase and Sale Agreement (the "Purchase and Sale Agreement") with Invensys
plc (the "Seller") pursuant to which the Company agreed to acquire the Flow
Control Division of the Seller ("IFC"). On May 2, 2002, the acquisition of IFC
by the Company was completed. On that date, the Seller transferred to the
Company and its subsidiaries all of the ownership interests in the entities
and the assets comprising IFC and entered into a non-competition agreement
with the Company for an aggregate purchase price of US$535,000,000 in cash.
This purchase price is subject to certain post-closing adjustments and
reimbursements that will be determined in accordance with the terms of the
Purchase and Sale Agreement. A copy of the press release dated May 2, 2002
issued by Flowserve Corporation announcing the completion of the acquisition
of IFC is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Also on May 2, 2002, the Company amended its existing bank senior credit
facility with Credit Suisse First Boston Corporation, as Syndication Agent,
Bank of America, N.A., as Swingline Lender, Administrative Agent and
Collateral Agent for the lenders, and certain lenders from time to time party
thereto (the "Amended and Restated Credit Agreement"), to, among other things,
increase the loan commitments under the facility. Specifically, the Company
borrowed approximately $700 million under a new Tranche C term loan and
approximately $95 million under a new Tranche A term loan (the "Incremental
Tranche A Term Loan") and repaid approximately $11 million of the existing
Tranche A term loan and the outstanding balance of approximately $469 million
of the existing Tranche B term loan. The new Tranche C term loan has terms
that are substantially different from the Tranche B term loan including an
extension of the final maturity date from 2008 to 2009, a lower interest rate
and modified covenants. The net proceeds after these repayments were used to
finance a portion of the purchase price and transaction costs associated with
the purchase of IFC. The balance of the purchase price and transaction costs
associated with the purchase of IFC was financed through the Company's
issuance of 9.2 million of its common shares. A copy of the Amended and
Restated Credit Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of the Acquired Business.
The unaudited condensed combined financial statements of IFC as of
December 29, 2001 and for each of the nine month periods ended December
29, 2001 and December 30, 2000, and the audited combined financial
statements of IFC as of March 31, 2001 and 2000 and for each of the two
fiscal years ended on March 31, 2001 and March 31, 2000 are incorporated
herein by reference to the Current Report on Form 8-K dated as of April
3, 2002 filed by the Company.
(b) Unaudited Pro Forma Consolidated Financial Information.
The unaudited pro forma consolidated financial statements attached hereto
as Exhibit 99.2 are incorporated herein by reference.
(c) Exhibits.
10.1 Amended and Restated Credit Agreement dated as of May 2, 2002 by and
among Flowserve Corporation, Flowserve France SAS, Credit Suisse
First Boston Corporation, as Syndication Agent, Bank of America,
N.A., as Swingline Lender,
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Administrative Agent and Collateral Agent, for the lenders and
certain lenders, from time to time, party thereto.
99.1 Press release dated as of May 2, 2002 issued by Flowserve
Corporation.
99.2 Unaudited Pro Forma Consolidated Statement of Operations for the
year ended December 31, 2001 and Unaudited Pro Forma Consolidated
Balance Sheet as of December 31, 2001.
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SIGNATURE
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 thereunto duly authorized.
Flowserve Corporation
Dated: May 13, 2002
By: /s/ Ronald F. Shuff
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Name: Ronald F. Shuff
Title: Vice President, Secretary
and General Counsel
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INDEX TO EXHIBITS
Exhibit
Number Description
10.1 Amended and Restated Credit Agreement dated as May
2, 2002 by and among Flowserve Corporation,
Flowserve France SAS, Credit Suisse First Boston
Corporation, as Syndication Agent, Bank of America,
N.A., as Swingline Lender, Administrative Agent and
Collateral Agent for the lenders and certain
lenders, from time to time, party thereto.
99.1 Press release dated as of May 2, 2002 issued by Flowserve Corporation.
99.2 Unaudited Pro Forma Consolidated Statement of Operations for the
year ended December 31, 2001 and Unaudited Pro Forma Consolidated
Balance Sheet as of December 31, 2001.