8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2022

SPX FLOW, INC.

(Exact Name of Registrant as specified in Charter)

 

Delaware	1-37393	47-3110748
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation)		Identification No.)

13320 Ballantyne Corporate Place

Charlotte, North Carolina 28277

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (704) 752-4400

NOT APPLICABLE

(Former Name or Former Address if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	FLOW	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company: ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o 

Item 5.07.    Submission of Matters to a Vote of Security Holders.

As previously disclosed, on December 12, 2021, SPX FLOW, Inc., a Delaware corporation (the “Company” or “FLOW”), 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. Parent and Merger Sub are owned and controlled by funds managed by Lone Star Fund XI, L.P.

On March 3, 2022, the Company held a special meeting of stockholders (the “Special Meeting”) to consider and vote upon several matters in connection with the proposed acquisition of FLOW by Parent by way of the Merger pursuant to the Merger Agreement. A total of 42,058,085 shares of FLOW’s common stock were entitled to vote as of the close of business of January 31, 2022, the record date for the Special Meeting, of which a quorum of 35,284,961 shares was present in person or represented by proxy at the Special Meeting. At this Special Meeting, holders of FLOW common stock were requested to vote upon: (1) the approval of the Merger Agreement (the “Merger Proposal”), and (2) the approval, on an advisory and non-binding basis, of certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”), which proposals are described in more detail in the definitive proxy statement filed with the Securities and Exchange Commission on February 1, 2022. As there were sufficient affirmative stockholder votes at the time of the Special Meeting to approve the Merger Proposal, the proposal to approve one or more adjournments of the Special Meeting, if necessary and to the extent permitted by the Merger Agreement, to solicit additional proxies if FLOW had not obtained sufficient affirmative stockholder votes at the time of the Special Meeting, was rendered moot and was not submitted for a vote. The following actions were taken by FLOW’s stockholders with respect to each of the foregoing items presented for a vote at the Special Meeting:

Proposal 1: FLOW’s stockholders approved the Merger Proposal. The table below sets forth the voting results.

For	Against	Abstain
30,038,693	5,178,401	67,867

Proposal 2: FLOW’s stockholders voted against the Compensation Proposal. The table below sets forth the voting results.

For	Against	Abstain
10,038,926	23,963,076	1,282,959

Item 8.01.    Other Events.

On March 3, 2022, FLOW issued a press release announcing the results of the Special Meeting, a copy of which is attached hereto as Exhibits 99.1.

Item 9.01.                                        Financial Statements and Exhibits.

Exhibit
Number	Description
99.1	Press Release of SPX FLOW, Inc. dated March 3, 2022.
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		SPX FLOW, Inc.
Date: March 3, 2022	By:	/s/ Peter J. Ryan
		Peter J. Ryan
		Vice President, Chief People Officer and General Counsel

EX-99.1

Exhibit 99.1

Stockholders of SPX FLOW Approve Merger with an Affiliate of Lone Star Funds

CHARLOTTE, N.C., MARCH 3, 2022 - SPX FLOW, Inc. (NYSE: FLOW) (the “Company”), a leading provider of process solutions for the nutrition, health and industrial markets, announced today that its stockholders approved the proposed merger of the Company and Redwood Star Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of LSF11 Redwood Acquisitions, LLC (“Parent”), a Delaware limited liability company and an affiliate of Lone Star Funds (“Lone Star”), a leading private equity firm, pursuant to the Agreement and Plan of Merger, dated as of December 12, 2021 (the “Merger Agreement”), by and among the Company, Merger Sub and Parent (the “Merger”).

Subject to the satisfaction or waiver of the remaining conditions to closing, the Merger is expected to close in the second quarter of 2022.

“We thank our stockholders for their strong support of this transaction with Lone Star, which will provide compelling, immediate and certain stockholder value and position SPX FLOW to continue delivering reliable outcomes for our customers,” said Marc Michael, SPX FLOW President and Chief Executive Officer. “With this significant milestone behind us, we look forward to completing the transaction with Lone Star.”

About SPX FLOW, Inc.

Based in Charlotte, N.C., SPX FLOW, Inc. (NYSE: FLOW) improves the world through innovative and sustainable solutions. The Company's product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of nutrition, health and industrial markets. SPX FLOW had approximately $1.5 billion in 2021 annual revenues and has operations in more than 30 countries and sales in more than 140 countries. To learn more about SPX FLOW, please visit www.spxflow.com.

About Lone Star

Lone Star, founded by John Grayken, is a leading private equity firm advising funds that invest globally in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organized 22 private equity funds with aggregate capital commitments totaling approximately $85 billion. The firm organizes its funds in three series: the Commercial Real Estate Fund series; the Opportunity Fund series; and the U.S. Residential Mortgage Fund series. Lone Star invests on behalf of its limited partners, which include institutional investors such as pension funds and sovereign wealth funds, as well as foundations and endowments that support medical research, higher education, and other philanthropic causes. For more information regarding Lone Star Funds, go to www.lonestarfunds.com.

Forward-Looking Statements

All statements made in this release, other than statements of historical fact, are or may be deemed to be forward-looking statements. These statements are forward-looking statements under the federal securities laws. We can give no assurance that any future results discussed in these statements will be achieved. These statements are based on current plans and expectations of SPX FLOW and involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. 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 Merger may not be satisfied and required regulatory approvals may not be obtained; (2) the Merger may involve unexpected costs, liabilities or delays; (3) the business of SPX FLOW may suffer as a result of uncertainty surrounding the Merger; (4) the outcome of any legal proceedings related to the transaction; (5) SPX FLOW 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 Merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (8) the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the Merger; and (9) other risks to consummation of the Merger, including the risk that the Merger will not be consummated within the expected time period or at all. If the Merger is consummated, SPX FLOW’s stockholders will cease to have any equity interest in SPX FLOW and will have no right to participate in its earnings and future growth. Additional factors that may affect the future results of SPX FLOW are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2021, 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.

SPX FLOW Contacts

Investor Contact:

Scott Gaffner

VP, Investor Relations and Strategic Insights

704-752-4485

Investor@spxflow.com

Media Contact:

Melissa Buscher

Chief Communications & Marketing Officer

704-449-9187

Melissa.buscher@spxflow.com

Lone Star Contact:

Christina Pretto

Managing Director, Communications and Public Affairs

212-849-9662

mediarelations@lonestarfunds.com

XML

Cover Document	Mar. 01, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 03, 2022
Entity Registrant Name	SPX FLOW, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-37393
Entity Tax Identification Number	47-3110748
Entity Address, Address Line One	13320 Ballantyne Corporate Place
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	704
Local Phone Number	752-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.01
Trading Symbol	FLOW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001641991