Valves and Controls US: Actuarial Shock Triggers 524(g) Filing

Valves and Controls US, Inc.—formerly known as Weir Valves & Controls USA, Inc. and before that Atwood & Morrill Co., Inc.—filed for chapter 11 bankruptcy on July 25, 2025, in the District of Delaware, seeking to establish a Section 524(g) asbestos trust to permanently resolve legacy asbestos liabilities arising from decades of valve manufacturing. The company exists solely as a legacy liability entity: the operating business was sold to private equity firm First Reserve in July 2019 for £275 million (approximately $343 million) and rebranded as Trillium Flow Technologies, while asbestos claims and corresponding insurance assets remained with a subsidiary of parent company The Weir Group PLC. A triennial actuarial review in 2023 revised projected claims, with the Weir Group's asbestos provision increasing 1,333% from £3 million in 2022 to £43 million in 2023.

The filing represents an application of the Section 524(g) framework established in 1994 for channeling present and future asbestos claims to a dedicated trust. Valves and Controls joins more than 100 companies that have filed asbestos-related bankruptcies since Johns-Manville pioneered the approach in 1982, with approximately 60 active asbestos trusts currently holding an estimated $30 billion in assets available to pay claimants. The claims trace primarily to naval shipyard workers and industrial personnel who were exposed to asbestos-containing valve components manufactured by Atwood & Morrill, with documented exposure dating back to the 1950s and mesothelioma diagnoses emerging decades later due to the disease's long latency period. As a single-debtor filing—neither Weir Group PLC nor Trillium Flow Technologies are debtors—the operating business remains outside the case.

The bankruptcy follows a 2019 transaction that separated operating assets from legacy liabilities, allowing First Reserve to acquire the valve and pump business while asbestos exposure remained with a Weir subsidiary. The 2023 triennial review revised projected claims, increasing the provision from £3 million to £43 million. The claimant population includes naval shipyard workers who serviced Atwood & Morrill valves on warships decades ago. The case proceeds with debtor counsel Weil, Gotshal & Manges and asbestos claimants' committee counsel Brown Rudnick and Caplin & Drysdale.

Weir Flow Control Sale and Liability Carve-Out

The bankruptcy follows a 2019 corporate transaction that separated operating assets from legacy liabilities, allowing First Reserve to acquire the industrial business while asbestos exposure remained with the seller's subsidiary. The transaction left Valves and Controls US, Inc. as a separate liability entity, and the chapter 11 filing does not include the operating business.

The Weir Group's Decision. The Weir Group PLC is a Scotland-based engineering conglomerate with a history dating to 1871. In April 2018, Weir announced plans to divest the Flow Control division, initiating a sale process that culminated in a transaction announced in February 2019.

First Reserve Acquisition. In February 2019, First Reserve signed an agreement to acquire Weir Flow Control at an enterprise value of £275 million (approximately $343 million). First Reserve is a global private equity investment firm focused on energy, having raised approximately $32 billion of aggregate capital since its inception. The transaction closed on July 1, 2019, with the business rebranded as Trillium Flow Technologies.

Brands and Business Scope. Trillium Flow Technologies acquired a portfolio of 15 established global pump and valve brands serving power generation, oil and gas, water and wastewater, mining, and industrial sectors worldwide. The valve brands included Sarasin-RSBD, Blakeborough, Hopkinsons, SEBIM, BDK, Batley Valve, AutoTork, Tricentric, and the Atwood & Morrill operating assets. The pump brands included Gabbioneta, WSP, WEMCO, Roto-Jet, Floway, and Begemann.

The Liability Carve-Out Structure. The transaction was structured so that certain U.S. subsidiaries of Weir retained the Flow Control legacy asbestos exposure together with corresponding insurance assets. The Weir Group's 2019 annual report disclosed that Weir "provided customary indemnification to First Reserve," meaning the buyer acquired the operating business free and clear of asbestos claims with contractual protection against any attempted assertion of claims against the acquired entity.

The liability entity remained in run-off status after the sale, with asbestos claims and insurance assets retained by the Weir subsidiary.

Atwood & Morrill and Naval Asbestos Exposure

The asbestos claims derive from valve manufacturing operations that date back decades, including exposure at naval shipyards where workers serviced valves containing asbestos components.

Corporate Heritage and Acquisition History. Atwood & Morrill Co., Inc. manufactured valves containing asbestos components for much of the twentieth century, supplying products to industrial customers, power plants, and the United States Navy. The company's valves incorporated asbestos in gaskets, packing materials, and thermal insulation components. The Weir Group acquired Atwood & Morrill in 1990, integrating it into the Flow Control division that would later be sold to First Reserve. The company subsequently operated as Weir Valves & Controls USA, Inc. before the current Valves and Controls US, Inc. name.

Naval Shipyard Exposure Pattern. A portion of asbestos claims against valve manufacturers stem from naval shipyard workers who installed, maintained, and repaired valves aboard Navy vessels. These claims involve exposure to asbestos-containing valve components during installation, removal, and refurbishment operations.

The Morgan v. Aurora Pump Co. case (Washington Court of Appeals, 2011) provides detail on how these claims arise. James Morgan worked at the Puget Sound Naval Shipyard for approximately 37 years and developed mesothelioma from asbestos exposure. He filed suit in August 2007 against multiple defendants, including Weir Valves & Controls USA, Inc. (formerly Atwood & Morrill Co., Inc.). Evidence established that Morgan worked with Atwood valves aboard the USS Princeton as early as March 1954. The case shows exposure decades before diagnosis, consistent with mesothelioma latency periods of 20-50 years.

Litigation History and Defense Outcomes. Not all asbestos claims resulted in plaintiff recovery. Valve manufacturers, including Atwood & Morrill, have defended claims on product identification grounds, including showing that a plaintiff could not establish exposure to a specific defendant's product. In one North Carolina federal court case, Atwood & Morrill was awarded summary judgment after the court concluded the plaintiff failed to establish that the valves at issue were used in the specified engine room at the same time the plaintiff was present.

Asbestos litigation often turns on product identification evidence, including work history and product presence at specific locations and time periods.

Actuarial Trigger and Path to Bankruptcy

The decision to file for bankruptcy followed a 2023 actuarial review that revised projected claims higher than previous estimates.

Run-Off Provisioning Model. Following the 2019 sale to First Reserve, Weir Group continued to carry the asbestos liabilities on its balance sheet as "other adjusting items" not related to current ongoing trading. The 2022 Annual Report disclosed that the U.S. asbestos provision and associated insurance asset were key provisions requiring management judgment, and that movements in the provision for asbestos-related claims related to the Flow Control Division sold in 2019. The liability was treated as a run-off asset: as claims arose, they were paid from insurance assets and provisions, with actuarial reviews periodically adjusting projected future costs to ensure adequate reserves.

For companies managing asbestos run-off, the actuarial review is a regular step. Actuaries analyze historical claim filing rates, average claim values, expected future claimant populations (based on known exposure cohorts and disease incidence rates), and insurance coverage availability to project the total liability. These projections depend on assumptions about future claim behavior, legal developments, and disease progression in aging exposed populations. When assumptions change, provisions can change materially.

The 2023 Actuarial Revision. The 2023 triennial actuarial review revealed higher projected claims than previous estimates. Weir Group's asbestos-related provision increased from £3 million in 2022 to £43 million in 2023—a 1,333% increase in a single year. The company attributed the adjustment to "a period of increased claims and revised claims projections from latest triennial actuarial review."

Bankruptcy Filing. On July 25, 2025, approximately 18 months after the 2023 actuarial review, Valves and Controls US, Inc. filed its chapter 11 petition in Delaware. The filing constituted a single-debtor case: neither parent company Weir Group PLC nor the operating business under First Reserve/Trillium ownership became debtors. This structure reflects the liability carve-out from the 2019 transaction—the operating business was sold free and clear, and only the legacy liability entity required bankruptcy protection. Notices of Suggestion of Bankruptcy were immediately filed in pending state court asbestos cases, including in New York County, where Cook Group PLLC served as attorneys for the defendant. These notices informed state courts that the automatic stay now applied to the debtor, halting all pending litigation.

Section 524(g) Trust Framework

The bankruptcy seeks to establish a permanent channeling mechanism for all present and future asbestos claims under established Bankruptcy Code provisions—a framework developed to manage asbestos mass tort liability.

The Statutory Framework. Section 524(g) of the Bankruptcy Code, established in 1994 and most recently updated in 2022, provides a specialized framework for companies to create trusts that permanently channel present and future asbestos claims. Unlike typical bankruptcy, which discharges existing debts, asbestos liability presents a unique challenge: claims continue to arise decades after exposure because mesothelioma and other asbestos-related diseases have latency periods of 20-50 years. A debtor cannot simply estimate and discharge claims that haven't yet manifested in the claimant population.

Section 524(g) addresses this by allowing debtors to create trusts funded to pay both present claims (already filed or manifested) and future claims (those that will arise as exposed individuals develop disease). The trust is accompanied by a "channeling injunction" that directs all claims—present and future—to the trust rather than the reorganized company. This provides the debtor (and any successor entities) with permanent protection from asbestos liability while ensuring claimants have access to a funded mechanism for compensation.

The Johns-Manville Precedent. The framework originated with Johns-Manville Corporation, which filed the first major asbestos bankruptcy in 1982. The company had been one of the largest asbestos miners and product manufacturers in the world. The Manville Personal Injury Settlement Trust began accepting claims in 1987, establishing the template for asbestos trust administration. Congress codified and refined the framework through Section 524(g) in 1994, providing statutory authority for the channeling mechanism that had been developed through judicial innovation.

Industry Landscape and Trust Statistics. More than 100 companies have filed for bankruptcy protection from asbestos lawsuits since the Johns-Manville filing. Currently, more than 60 active asbestos trust funds operate in the United States, holding approximately $30 billion in assets available to pay claimants. More than $17 billion has been paid out since the first trust was created in 1988. Trust fund payouts vary widely based on disease severity, exposure history, and individual case circumstances, ranging from approximately $7,000 to $1.2 million, with a median claim value of approximately $180,000.

Comparable Case: Leslie Controls. Leslie Controls, another valve manufacturer with asbestos-containing products, provides a precedent for valve-manufacturer asbestos cases. Leslie Controls sold valves made with asbestos components for most of the twentieth century and faced asbestos litigation. The company filed for bankruptcy in 2010 and created a 524(g) trust fund with funding consisting of $75 million contributed by Leslie and parent company CIRCOR, plus proceeds from remaining asbestos insurance assets. CIRCOR's announcement of the pre-negotiated plan emphasized that the trust would permanently resolve asbestos liability, removing the contingency from CIRCOR's balance sheet and providing certainty to both the company and claimants.

The Leslie Controls case provides a reference point for valve-manufacturer asbestos cases that use a 524(g) trust funded by cash contributions and insurance assets.

Professional Retentions

The case includes counsel for the debtor and the asbestos claimants' committee.

Debtor Professionals. Weil, Gotshal & Manges LLP serves as lead bankruptcy counsel. Cole Schotz P.C. serves as Delaware co-counsel. Paul Hastings LLP provides additional counsel. AP Services, LLC provides restructuring advisory services, with Scott M. Tandberg designated as Chief Restructuring Officer responsible for managing the debtor entity through the bankruptcy process.

Asbestos Claimants' Committee Professionals. The official committee of asbestos claimants is represented by co-counsel Brown Rudnick LLP and Caplin & Drysdale, Chartered. FTI Consulting, Inc. serves as the committee's financial advisor. Raines Feldman Littrell LLP serves as committee Delaware counsel.

Claims Administration. Kroll Restructuring Administration LLC serves as claims and noticing agent for the case, responsible for maintaining the official claims register, distributing notices to creditors, and administering the claims process. The official case portal provides information for claimants and creditors.

The Weir Group Context

The Weir Group PLC. The Weir Group is a publicly traded engineering conglomerate headquartered in Scotland and listed on the London Stock Exchange. The company sold its Flow Control division to First Reserve in 2019.

Financial Provisions Disclosure. The company treated the asbestos provision as an "other adjusting item" separate from ongoing trading operations, reflecting that the liability related to divested operations. The 2022 Annual Report noted that the provision was subject to management judgment and that movements related to the Flow Control Division sold in 2019. The 2023 provision increase from £3 million to £43 million represented a change.

Parent Company Role in Resolution. Weir Group PLC is not a debtor. The 2019 transaction included indemnification provisions to First Reserve.

Key Timeline

Frequently Asked Questions

Why did Valves and Controls US file for bankruptcy?

The company filed to establish a Section 524(g) asbestos trust to permanently resolve legacy asbestos claims from historical valve manufacturing operations. A 2023 triennial actuarial review revised projected claims, with the Weir Group's asbestos provision increasing 1,333% from £3 million in 2022 to £43 million in 2023. The filing seeks to channel all present and future asbestos claims to a dedicated trust.

What is the relationship between Valves and Controls US and Trillium Flow Technologies?

Valves and Controls US, Inc. (formerly Weir Valves & Controls USA, Inc. and Atwood & Morrill Co., Inc.) is the legacy liability entity that retained asbestos claims when The Weir Group sold its Flow Control operating business to First Reserve in July 2019 for £275 million. Trillium Flow Technologies is the operating company—free of asbestos liabilities—that acquired the 15 valve and pump brands, manufacturing facilities, and customer relationships. The liability carve-out structure allowed First Reserve to acquire the operating business free and clear of asbestos exposure while Weir retained the historical claims with corresponding insurance assets.

What is a Section 524(g) trust?

Section 524(g) of the Bankruptcy Code, established in 1994 and updated in 2022, allows companies to create trusts that permanently channel present and future asbestos claims. The mechanism provides a "channeling injunction" directing all claims to the trust rather than the reorganized entity or related parties. This addresses the unique challenge of asbestos liability—claims that continue to arise decades after exposure due to long disease latency periods. More than 100 companies have used this framework since Johns-Manville pioneered it in 1982, with 60+ active asbestos trusts currently holding approximately $30 billion for claimants.

Who are the primary claimants in this case?

Claimants are primarily naval shipyard workers and industrial personnel who were exposed to asbestos-containing valve components manufactured by Atwood & Morrill decades ago. These workers installed, maintained, and repaired valves containing asbestos gaskets, packing, and insulation, generating airborne asbestos fibers during handling. For example, James Morgan, a 37-year Puget Sound Naval Shipyard employee who developed mesothelioma, sued after evidence established he worked with Atwood valves aboard the USS Princeton as early as March 1954. The long latency period for mesothelioma (20-50 years) means exposure from the 1950s through 1980s continues to generate claims today.

How was the 2019 sale structured to separate liabilities?

When First Reserve acquired Weir Flow Control for £275 million in July 2019, the transaction was structured so that certain U.S. subsidiaries retained the legacy asbestos exposure together with corresponding insurance assets. Weir provided customary indemnification to First Reserve, ensuring the buyer acquired the operating business free of asbestos claims. The liability entity remained as a Weir Group subsidiary in run-off status, with insurance assets offsetting claims as they arose.

Is Weir Group or Trillium Flow Technologies a debtor?

No. This is a single-debtor filing. Only Valves and Controls US, Inc.—the legacy liability entity—is a debtor. Parent company The Weir Group PLC (Scotland) and the operating business now owned by First Reserve (Trillium Flow Technologies) are not debtors in the case. This structure isolates the asbestos claims within the dedicated liability entity while preserving the operating business as a going concern unaffected by the bankruptcy.

What brands were sold to Trillium Flow Technologies?

Trillium acquired 15 established pump and valve brands when it purchased Weir Flow Control. Valve brands include Sarasin-RSBD, Blakeborough, Hopkinsons, SEBIM, BDK, Batley Valve, AutoTork, and Tricentric. Pump brands include Gabbioneta, WSP, WEMCO, Roto-Jet, Floway, and Begemann. The Atwood & Morrill brand's operating assets (free of legacy liabilities) were also transferred. These brands serve power generation, oil and gas, water and wastewater, mining, and industrial sectors globally.

How much money is available in asbestos trusts nationally?

Approximately $30 billion remains available in 60+ active asbestos trust funds across the United States. More than $17 billion has been paid out since the first trust was created in 1988. Individual claim payouts range from $7,000 to $1.2 million depending on disease severity, exposure history, and other case-specific factors, with a median claim value of approximately $180,000. Trusts establish payment percentages based on available funds and expected future claims, periodically adjusting these percentages to maintain fund sustainability.

Is this case similar to other valve company asbestos bankruptcies?

Yes. Leslie Controls, another valve manufacturer that sold products containing asbestos components, provides a precedent. Leslie filed for bankruptcy in 2010 and created a 524(g) trust funded with $75 million from Leslie and parent CIRCOR, plus remaining asbestos insurance assets. The pre-negotiated plan permanently resolved asbestos liability and removed the contingency from CIRCOR's balance sheet.

What is the current status of the case?

The case is proceeding through professional retentions and case administration. Committee counsel (Brown Rudnick and Caplin & Drysdale) were approved in October 2025. An exclusivity extension motion was filed in November 2025.

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