FWP 1 d941148dfwp.htm FWP

FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-230796

Pricing Term Sheet

Dated September 14, 2020

$500,000,000

Flowserve Corporation

3.500% Senior Notes due 2030

Final Term Sheet

September 14, 2020

Issuer:		Flowserve Corporation
Size:		$500,000,000
Offering Format		SEC Registered
Maturity Date:		October 1, 2030
Coupon (Interest Rate):		3.500%
Yield to Maturity:		3.541%
Spread to Benchmark Treasury:		T + 287.5 bps
Benchmark Treasury:		0.625% due August 15, 2030
Benchmark Treasury Yield:		0.666%
Price to Public:		99.656% of the principal amount
Interest Payment Dates:		Semiannually on April 1 and October 1, commencing April 1, 2021
Make-Whole Call:		Make-whole at T + 45 bps (before July 1, 2030 (three months prior to the Maturity Date)) plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
Par Call:		At any time on or after July 1, 2030 (three months prior to the Maturity Date), the Notes will be redeemable in whole at any time or in part from time to time, at the Issuer’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
Change of Control Offer		If a Change of Control Triggering Event (as defined in the Preliminary Prospectus Supplement) occurs with respect to the Notes, the Issuer will be required, subject to certain conditions, to offer to repurchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Trade Date:		September 14, 2020
Settlement Date*:		September 21, 2020 (T+5)
CUSIP / ISIN:		34354P AF2 / US34354PAF27
Joint Book-Running Managers:		BofA Securities, Inc.
		J.P. Morgan Securities LLC
		Wells Fargo Securities, LLC
Passive Bookrunner		Credit Agricole Securities (USA) Inc.
Co-Managers:		BBVA Securities Inc.
		BNP Paribas Securities Corp.
		Citigroup Global Markets Inc.
		Mizuho Securities USA LLC
		MUFG Securities Americas Inc.
		Truist Securities, Inc.
Expected Ratings**:		Moody’s: Baa3
		S&P: BBB-
		Fitch: BBB-

*It is expected that delivery of the Notes will be made against payment for the Notes on or about September 21, 2020, which will be the fifth business day following the date hereof (this settlement cycle

being referred to as T+5). Under Rule 15c6-1 of the Exchange Act (as defined below), trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the second business day before the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.

**Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to

revision or withdrawal at any time.

The Issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Joint Book-Running Managers in the offering will arrange to send you the prospectus if you request it toll free by calling BofA Securities, Inc. toll-free at (800) 294-1322, J.P. Morgan Securities LLC collect at (212) 834-4533 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.

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