SPX FLOW, INC. : Temporary Suspension of Trading Under Registrant's Employee Benefit Plans (form 8-K)

Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

On March 1, 2022, SPX FLOW, Inc. ("SPX FLOW") received a notice required by
Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), regarding a blackout period under the SPX FLOW Retirement
Savings Plan (the "Plan"). The blackout period for the Plan is being implemented
in connection with the anticipated closing of the previously-announced merger
(the "Merger") of Redwood Star Merger Sub, Inc., a Delaware corporation and
wholly owned subsidiary of LSF11 Redwood Acquisitions, LLC ("Parent"), with and
into SPX FLOW with SPX FLOW surviving the Merger as a wholly owned subsidiary of
Parent, pursuant to an Agreement and Plan of Merger, dated as of December 12,
2021 (the "Merger Agreement").

The blackout period is required to facilitate the elimination of the SPX FLOW
Stock Fund (the "Stock Fund") as an investment option under the Plan, and the
liquidation of shares of SPX FLOW common stock currently held in the Plan (the
"Plan Shares") as a result of the Merger. The blackout period is necessary to
ensure that all transactions relating to the Stock Fund under the Plan are fully
completed before the Effective Time (as defined in the Merger Agreement) of the
Merger and the administrator of the Plan can process the receipt of the cash
consideration in the Merger in exchange for SPX FLOW common stock.

The consummation of the Merger remains subject to regulatory approvals and the satisfaction of customary closing conditions set forth in the Merger Agreement.

Participants in the Plan have been advised that there will be a blackout period
under the Plan that is expected to begin as of market close (generally 4 p.m.
Eastern time) on the second business day immediately preceding the closing of
the Merger and to end after the completion of the Merger and as soon as
administratively feasible after the receipt of the resulting cash proceeds from
the Plan Shares, anticipated to occur on or within one to three business days
after the closing of the Merger (the "Blackout Period"). Because the actual
closing date of the Merger is not certain at this time, SPX FLOW is unable to
determine the exact dates for the Blackout Period, which could begin as early as
the last week of March. Further, the duration of the Blackout Period could
change, be advanced or be extended. During the Blackout Period, participants in
the Plan will be unable to sell or diversify assets held in the Stock Fund, add
or direct assets to the Stock Fund and/or take withdrawals, loans or
distributions from the portion of their accounts invested in the Stock Fund.
Participants will not be restricted from directing or diversifying investments
in the existing account balances in the Plan that do not involve the Stock Fund.

As a result of the foregoing, on March 1, 2022, in accordance with Section 306
of the Sarbanes-Oxley Act of 2002 and Regulation BTR as promulgated by the
Securities and Exchange Commission, SPX FLOW sent a separate notice (the
"Notice") to its directors and executive officers informing them of the Blackout
Period and certain trading prohibitions that they will be subject to during the
Blackout Period with respect to shares of SPX FLOW common stock.

Before and during the Blackout Period and for a period of two years after the
end date thereof, inquiries concerning the Blackout Period, including the
beginning and ending dates of the trading restrictions, may be directed without
charge to:

SPX FLOW, Inc.
13320 Ballantyne Corporate Place
Charlotte, NC 28277
Attention: Peter J. Ryan
[phone]
[e-mail]

A copy of the Notice, which includes the information specified in Rule 104(b) of
Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


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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, 2021 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

  99.1                 Notice Regarding Blackout Period and Regulation BTR

Trading Restrictions dated

March 1, 2022
104                    Cover Page Interactive Data File (embedded in the 

cover page formatted in Inline

                       XBRL)

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