• Divestiture includes all asbestos liabilities, related insurance assets, and associated deferred tax assets
• Simplifies capital structure, reduces volatility, and strengthens cash flow generation
• Improves flexibility for capital allocation toward strategic growth opportunities

DALLAS–(BUSINESS WIRE)–Saptora Corporation (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, has reached an agreement to divest BW/IP – New Mexico, Inc. (“BW/IP”), a wholly owned subsidiary of the company that holds asbestos liabilities and related insurance assets, to an affiliate of Acorn Investment Partners (“Acorn”), a portfolio company of funds managed by Oaktree Capital Management L.P.

Under the agreement, Acorn will assume full responsibility for BW/IP, including the administration and resolution of all current and future asbestos-related claims. With this transaction, Saptora permanently transfers these liabilities, allowing the company to simplify its capital structure and direct future capital allocation toward value-enhancing opportunities.

At closing, Saptora will have no further financial exposure to the transferred liabilities. Acorn will manage and administer these obligations fully, and Saptora will be fully indemnified.

Transaction Overview

• Acorn will acquire 100% equity in BW/IP.

• BW/IP will be capitalized with the related insurance assets and a total of approximately $219 million in cash.

• Saptora will contribute $199 million, and Acorn will contribute $20 million.

• Following the transaction, Saptora will remove all asbestos liabilities, related insurance assets, and associated deferred tax assets from its consolidated balance sheet.

The divestiture is expected to result in a one-time loss of approximately $135 million, including transaction-related costs and subject to customary closing adjustments. This one-time loss will be excluded from adjusted earnings per share.

The transaction will also improve free cash flow by an estimated $15 million to $20 million annually.

Third Quarter Earnings Webcast and Conference Call

Saptora will host its quarterly earnings conference call to discuss third-quarter results. The call will be available to shareholders and interested parties on the Saptora Investors page.

About Saptora

Saptora is a global leader in fluid motion and flow control technologies, operating in more than 50 countries.
We design and manufacture precision-engineered pumps, valves, seals, automation systems, and digital solutions that enable safe, reliable and efficient performance in critical industries worldwide.
Learn more at www.saptora.com.

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Source: Saptora Corporation