Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On December 12, 2021, SPX FLOW, Inc., a Delaware corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), with
LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company
("Parent"), Redwood Star Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Parent ("Merger Sub"), providing for, on the terms
and subject to the conditions therein, the merger of Merger Sub with and into
the Company (the "Merger"), with the Company surviving the Merger as a wholly
owned subsidiary of Parent. Capitalized terms used herein but not otherwise
defined have the meaning set forth in the Merger Agreement.
Merger Consideration. As a result of the Merger, each share of common stock, par
value $0.01 per share, of the Company (the "Company Common Stock"), outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
(other than shares of Company Common Stock held by the Company as treasury
shares, owned by Parent or Merger Sub or held by any holders who have properly
demanded and perfected appraisal rights in compliance with Delaware law) will
automatically be canceled, extinguished and converted into the right to receive
cash in an amount equal to $86.50, without interest thereon (the "Per Share
Price").
Treatment of Company Awards. The Merger Agreement provides that, at the
Effective Time, each option for a share of Company Common Stock (an "Option"),
whether vested or unvested, will be cancelled and converted into and will become
a right to receive an amount in cash, without interest and less applicable
taxes, equal to (1) the excess, if any, of the Per Share Price (less the
exercise price per share attributable to such Option) multiplied by (2) the
total number of shares of Company Common Stock issuable upon exercise in full of
such Option.
At the Effective Time, each outstanding share of restricted stock (a "Restricted
Share") will be fully vested, cancelled and converted into the right to receive
an amount in cash, without interest and less applicable taxes, equal to (1) the
total number of shares of Company Common Stock subject to such Restricted Share
multiplied by (2) the Per Share Price.
At the Effective Time, each outstanding restricted stock unit (a "Restricted
Stock Unit"), vested or unvested, will be fully vested, cancelled and converted
into a right to receive an amount in cash, without interest and less applicable
taxes, equal to (1) the total number of shares of Company Common Stock subject
to such Restricted Stock Unit prior to the Effective Time multiplied by (2) the
Per Share Price.
At the Effective Time, each outstanding performance-based restricted stock unit
(a "PSU") immediately prior to the Effective Time, to the extent unvested, will
be cancelled and (i) if the applicable performance period has not been
completed, will vest at the target level of performance (or, with respect to the
PSUs that vest on the basis of the Company's operating income margin, at 325% of
the target level of performance and with respect to the PSUs that vest on the
basis of the Company's total shareholder return and were issued in 2020 or 2021,
at 200% of the target level of performance) and (ii) if the applicable
performance period has been completed, will vest at the actual level of
performance, as determined in accordance with the terms of each outstanding
award agreement, and all vested PSUs will be cancelled and converted into a
right to receive an amount in cash, without interest and less applicable taxes,
equal to (1) the total number of shares of Company Common Stock subject to such
vested PSU prior to the Effective Time multiplied by (2) the Per Share Price.
Board Recommendation. In connection with the approval of the Merger Agreement,
the Company's Board of Directors (the "Board") unanimously resolved to recommend
that the Company's stockholders adopt the Merger Agreement and the Merger in
accordance with Delaware law.
No Solicitation; Change of Board Recommendation. Under the Merger Agreement, the
Company and its representatives are subject to a customary non-solicitation
provision whereby they are prohibited from soliciting any inquiry, indication of
interest, proposal or offer that constitutes, or is reasonably likely to result
in, an Acquisition Proposal, subject to a customary "fiduciary out" provision
that allows the Company, under certain circumstances and in compliance with
certain obligations, to provide non-public information and engage in discussions
and negotiations with respect to an acquisition proposal that is reasonably
likely to result in a Superior Proposal. The Board is generally prohibited from
withholding, withdrawing, qualifying, amending or modifying its recommendation
for the Merger, subject to certain exceptions, including in compliance with the
terms and conditions of the Merger Agreement and prior to the receipt of the
stockholder approval of the adoption of the Merger Agreement, the Board may
change its recommendation in favor of the adoption of the Merger Agreement if it
determines that an Acquisition Proposal constitutes a Superior Proposal and that
the failure to do so would be inconsistent with the directors' fiduciary duties
under applicable law, taking into account all adjustments to the terms of the
Merger Agreement that have been offered by Parent.

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Representations, Warranties and Covenants. The Company, Parent and Merger Sub
have each made customary representations, warranties and covenants in the Merger
Agreement. The covenants include, among others, an obligation of the Company,
from the date of the Merger Agreement through the Effective Time, to (1) conduct
the business of the Company and its subsidiaries, in all material respects, in
the ordinary course of business, and (2) refrain from taking certain types of
actions related to the operation of its business during this period without
Parent's consent, including payment of dividends. The Company and Parent each
agreed to use reasonable best efforts to take all actions as are necessary to
consummate the Merger. Parent agreed to use reasonable best efforts to obtain
the debt financing contemplated by debt commitment letters delivered to the
Company in connection with the execution and delivery of the Merger Agreement,
and the Company agreed to provide Parent with all cooperation reasonably
requested by Parent that is necessary in connection with such debt financing.
Closing Conditions. Each party's obligations to consummate the Merger are
subject to certain customary conditions, including, among others, (1) receipt of
the vote in favor of the adoption of the Merger Agreement by the holders of a
majority of the outstanding shares of Company Common Stock entitled to vote on
the Merger Agreement (the "Stockholder Requisite Vote"); (2) the expiration or
earlier termination of the applicable waiting period (and any extensions
thereof) applicable to the consummation of the Merger under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (3) obtaining
certain consents from government entities under applicable foreign merger
control laws; and (4) the absence of any law or order restraining, enjoining or
otherwise prohibiting the Merger. Parent's obligations to consummate the Merger
are conditioned upon, without limitation, the absence of a Company Material
Adverse Change and obtaining certain consents from government entities under
applicable foreign merger control and foreign direct investment laws.
Parent Expenses; Termination; Termination Fees. The Merger Agreement contains a
provision that provides in the event the Company fails to obtain the Stockholder
Requisite Vote, the Company will reimburse Parent for all of its reasonable and
documented out-of-pocket fees and expenses incurred by Parent or Merger Sub or
on their behalf up to the maximum amount of $10.0 million (the "Parent
Expenses"). The Merger Agreement also contains certain termination rights of the
Company and Parent, including the right of the Company to terminate the Merger
Agreement to accept a Superior Proposal, subject to specified conditions and
limitations, and the right of either party to terminate the Merger Agreement if
the Merger is not consummated by September 12, 2022. Upon termination of the
Merger Agreement by the Company or Parent upon specified conditions, the Company
will be required to pay Parent a termination fee of $112.0 million less the
amount of Parent Expenses previously paid to Parent (if any), and upon
termination of the Merger Agreement by the Company or Parent under other
specified conditions, Parent will be required to pay the Company a termination
fee of $224.0 million.
If the Merger is consummated, the shares of Company Common Stock will be
delisted from the New York Stock Exchange and deregistered under the Securities
Exchange Act of 1934.
The foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Merger Agreement, a copy of which is attached hereto as Exhibit
2.1, which is incorporated herein by reference in its entirety. The Merger
Agreement has been attached to provide investors with information regarding its
terms. It is not intended to provide any other factual information about the
Company. In particular, the assertions embodied in the representations and
warranties contained in the Merger Agreement are qualified by information in the
confidential Company Disclosure Letter provided by the Company to Parent in
connection with the signing of the Merger Agreement. The confidential Company
Disclosure Letter delivered in connection with the execution of the Merger
Agreement contains information that modifies, qualifies and creates exceptions
to the representations and warranties and certain covenants set forth in the
Merger Agreement. Moreover, certain representations and warranties in the Merger
Agreement were used for the purposes of allocating risk between the Company and
Parent rather than establishing matters as facts. In addition, investors are not
third party beneficiaries under the Merger Agreement. Accordingly, the
representations and warranties in the Merger Agreement should not be relied on
as characterizations of the actual state of facts about the Company.
Important Information For Investors And Shareholders
Important Information and Where to Find it
The proposed acquisition of the Company by Parent and Merger Sub will be
submitted to the stockholders of the Company for their consideration. In
connection with the proposed transaction, the Company will file with the
Securities and Exchange Commission ("SEC") a proxy statement with respect to a
special meeting of the Company's stockholders to approve the proposed
transaction. The definitive proxy statement will be mailed to the Company
stockholders. The Company also plans to file other documents with the SEC
regarding the proposed transaction. STOCKHOLDERS OF THE COMPANY ARE URGED TO
READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors and
stockholders will be able to obtain free copies of the proxy statement and other
documents containing important information about the Company, Parent and Merger
Sub, once such documents are filed with the SEC, through the website maintained
by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by
the Company will be available free of charge on the Company's website at
https://investor.spxflow.com/ or by contacting Scott Gaffner, Vice President,
Investor Relations and Strategic Insights, SPX FLOW, 13320 Ballantyne Corporate
Place, Charlotte, North Carolina 28277.

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Certain Information Regarding Participants
The Company and certain of its directors, executive officers and other members
of management and employees may be deemed to be participants in the solicitation
of proxies from the stockholders of the Company in connection with the proposed
transaction. Information about the directors and executive officers of the
Company is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2020, which was filed with the SEC on February 19, 2021, and in its
proxy statement for its 2021 annual meeting of stockholders, which was filed
with the SEC on April 1, 2021. Other information regarding the participants in
the proxy solicitation and a description of their direct and indirect interests,
by security holdings or otherwise, in the proposed transaction will be contained
in the proxy statement for the special meeting and other relevant materials to
be filed with the SEC when they become available. These documents can be
obtained free of charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this filing may be considered forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the transaction and the ability to consummate the
transaction. These forward-looking statements generally include statements that
are predictive in nature and depend upon or refer to future events or
conditions, and include words such as "believes," "plans," "anticipates,"
"projects," "estimates," "expects," "intends," "strategy," "future,"
"opportunity," "may," "will," "should," "could," "potential," or similar
expressions. Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs and
assumptions that are subject to risks and uncertainties. Forward-looking
statements speak only as of the date they are made, and the Company undertakes
no obligation to update any of them publicly in light of new information or
future events. Actual results could differ materially from those contained in
any forward-looking statement as a result of various factors, including, without
limitation: (1) conditions to the closing of the transaction may not be
satisfied and required regulatory approvals may not be obtained; (2) the
transaction may involve unexpected costs, liabilities or delays; (3) the
business of the Company may suffer as a result of uncertainty surrounding the
transaction; (4) the outcome of any legal proceedings related to the
transaction; (5) the Company may be adversely affected by other economic,
business, legislative, regulatory and/or competitive factors; (6) the occurrence
of any event, change or other circumstances that could give rise to the
termination of the merger agreement; (7) risks that the transaction disrupts
current plans and operations and the potential difficulties in employee
retention as a result of the transaction; (8) the failure to obtain the
necessary debt financing arrangements set forth in the commitment letters
received in connection with the transaction; and (9) other risks to consummation
of the transaction, including the risk that the transaction will not be
consummated within the expected time period or at all. If the transaction is
consummated, the Company's stockholders will cease to have any equity interest
in the Company and will have no right to participate in its earnings and future
growth. Additional factors that may affect the future results of the Company are
set forth in its filings with the SEC, including its Annual Report on Form 10-K
for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q, which
are available on the SEC's website at www.sec.gov. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date thereof.

Item 9.01.                     Financial Statements and Exhibits.
Exhibit
Number                                                    Description

  2.1  *               Agreement and Plan of Merger, dated as of December

12, 2021, by and among SPX

FLOW, Inc., LSF11 Redwood Acquisitions, LLC and Redwood Star Merger Sub, Inc.
104                    Cover Page Interactive Data File (embedded in the

cover page formatted in Inline


                       XBRL)



*Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K, but a
copy will be furnished supplementally to the Securities and Exchange Commission
upon request.

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