Preliminary proxy statements relating to merger or acquisition



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION





Washington, D.C. 20549



SCHEDULE 14A


Proxy Statement Pursuant to Section 14(a) of




the Securities Exchange Act of 1934












Filed by the Registrant ☒



Filed by a Party other than the Registrant








Check the appropriate box:










































Preliminary Proxy Statement













Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))













Definitive Proxy Statement













Definitive Additional Materials













Soliciting Material under §240.14a-12

















SPX FLOW, Inc.



(Name of Registrant as Specified In Its Charter)






(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


































































































































































































Payment of Filing Fee (Check the appropriate box):













No fee required.











Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.










(1)







Title of each class of securities to which transaction applies:

















SPX FLOW common stock, par value $0.01 per share.










(2)







Aggregate number of securities to which transaction applies:

















The maximum number of shares of common stock to which this transaction applies is estimated to be 43,038,284, which consists of (a) 42,041,587 shares of common stock outstanding (excluding outstanding shares of restricted stock); (b) 15,801 shares of common stock issuable upon exercise of stock options with exercise prices below $86.50 per share; and (c) 980,896 shares of common stock underlying outstanding restricted stock, restricted stock units and performance-based stock units entitled to receive the per share merger consideration of $86.50, in each case as of January 6, 2022.










(3)







Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

















Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 42,041,587 shares of common stock and the per share merger consideration of $86.50; (b) options to purchase 15,801 shares of common stock with exercise prices below $86.50 per share multiplied by $25.21 (the difference between $86.50 and the weighted average exercise price of $61.29 per share) and (c) the product of 980,896 shares of common stock underlying restricted stock, restricted stock units and performance-based stock units and the per share merger consideration of $86.50.










(4)







Proposed maximum aggregate value of transaction:

















$3,721,843,122.71










(5)







Total fee paid:

















$345,014.86













Fee paid previously with preliminary materials.













Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.










(1)







Amount Previously Paid:



























(2)







Form, Schedule or Registration Statement No.:



























(3)







Filing Party:



























(4)







Date Filed:












































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PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION, DATED JANUARY 11, 2022






















13320 Ballantyne Corporate Place




Charlotte, North Carolina 28277




Telephone: (704) 752-4400




Facsimile: (704) 752-4405



, 2022


Fellow Stockholders:


On behalf of the Board of Directors and management of SPX FLOW. Inc., a Delaware Corporation (“SPX FLOW” or the “Company”), we cordially invite you to attend the SPX FLOW Special Meeting of Stockholders (the “Special Meeting”) to be held on   , 2022 at   :   a.m. (Eastern Time) at the offices of SPX FLOW, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.


At the Special Meeting, our stockholders will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger, by and among LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company (“Buyer”), Redwood Star Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company, entered into on December 12, 2021 (the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Buyer. If the Merger Agreement is approved by our stockholders and the Merger is completed, each share of our common stock (other than certain shares specified in the Merger Agreement) will be converted into the right to receive $86.50 per share in cash, without interest thereon.


SPX FLOW's Board of Directors unanimously recommends that our stockholders vote “

FOR

” the proposal to approve the Merger Agreement.


At the Special Meeting, our stockholders will also be asked to consider and vote on the following proposals: (a) a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger and (b) a proposal to approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the Merger Agreement.


The Company's Board of Directors unanimously recommends that our stockholders vote “

FOR

” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger, and “

FOR

” the proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including to solicit additional proxies.


The enclosed proxy statement describes the Merger Agreement, the Merger and related matters, and attaches a copy of the Merger Agreement. We urge stockholders to read the entire proxy statement carefully, as it sets forth the details of the Merger Agreement and other important information related to the Merger.


Whether or not you plan to attend the Special Meeting in person, your vote is very important, and we encourage you to vote your shares promptly via the Internet or by telephone or mail. Instructions regarding these methods of voting are contained on the notice regarding the availability of proxy materials for the Special Meeting.


The Merger cannot be completed unless holders of a majority of the outstanding shares of our common stock entitled to vote at the Special Meeting vote in favor of the proposal to approve the Merger Agreement.


On behalf of the entire Board of Directors, I want to thank you for your continued support.


Sincerely,


Marcus G. Michael





President and Chief Executive Officer














Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.


This proxy statement is dated    , 2022 and is first being mailed to stockholders on or about    , 2022.


















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PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION, DATED JANUARY 11, 2022






















13320 Ballantyne Corporate Place




Charlotte, North Carolina 28277




Telephone: (704) 752-4400




Facsimile: (704) 752-4405



Notice of Special Meeting of Stockholders






















Meeting Date:







,  , 2022



Time:







:   a.m. (Eastern Time)



Location:







13320 Ballantyne Corporate Place




Charlotte, North Carolina 28277



THE PRINCIPAL BUSINESS OF THE SPECIAL MEETING OF STOCKHOLDERS (the



SPECIAL MEETING



) WILL BE TO:








1.





Approve the Agreement and Plan of Merger, dated as of December 12, 2021 (as it may be amended from time to time, the “Merger Agreement”), by and among LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company (“Buyer”), Redwood Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”), and SPX FLOW, Inc., a Delaware corporation (the “Company,” “SPX FLOW,” “we” or “our”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Buyer;









2.





Approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company's named executive officers in connection with the Merger; and









3.





Approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the proposal to approve the Merger Agreement.



Please Vote Your Shares

:



We encourage stockholders to vote promptly. If you fail to vote or abstain from voting, the effect will be the same as a vote “AGAINST” the approval of the Merger Agreement.




You can vote at the Special Meeting in person or by proxy if you were a stockholder of record at the close of business on   , 2022. You may revoke your proxy at any time prior to its exercise at the Special Meeting.


Even if you plan to attend the Special Meeting you may also vote in the following ways:






















By Telephone







By Internet







By Mail



You can vote by telephone by viewing the proxy materials at www.proxyvote.com and using a touch-tone phone and the toll-free number provided at that time. You can also use a telephone to request a paper copy of the proxy materials.







You can vote online at www.proxyvote.com







You can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.



Our Board of Directors has unanimously determined that the Merger is fair to, and in the best interests of the Company and its stockholders, and unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

Our Board of Directors unanimously recommends that the stockholders of the Company


vote (1) “FOR” the proposal to approve the Merger Agreement and the transactions contemplated thereby, (2) “FOR” the


advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive


officers of the Company in connection with the Merger, and (3) “FOR” the proposal to approve one or more adjournments of the


Special Meeting, if necessary or appropriate, including to solicit additional proxies.

If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted

“FOR”

each of the foregoing proposals in accordance with the recommendation of the Company's Board of Directors.


















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Your vote is important, regardless of the number of shares of common stock you own.

Please make sure your voice is heard in this


important matter related to your investment. The approval of the Merger Agreement requires the affirmative vote of holders of a


majority of the outstanding shares of common stock entitled to vote at the Special Meeting and is a condition to the completion of


the Merger. The approval of the advisory (non-binding) proposal to approve certain compensation that may be paid or become


payable to the named executive officers of the Company in connection with the Merger and the approval of the proposal to approve


one or more adjournments of the Special Meeting, if necessary or appropriate, including to solicit additional proxies, each requires


the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote


at the Special Meeting, but neither is a condition to the completion of the Merger.



Stockholders who do not vote in favor of the proposal to approve the Merger Agreement, and who object in writing to the Merger prior to the Special Meeting and comply with all of the applicable requirements of Delaware law, which are summarized in the section entitled “

Appraisal Rights of SPX FLOW Stockholders

” in the accompanying proxy statement and reproduced in their entirety in Annex C, will be entitled to seek appraisal of the fair value of their shares of common stock of SPX FLOW.


You may revoke your proxy at any time before the vote is taken at the Special Meeting. You may revoke your proxy by notifying the Company at SPX FLOW, Inc., 13320 Ballantyne Corporate Place, Charlotte, NC 28277, Attention: Scott Gaffner, or by submitting a new proxy by telephone, the Internet or mail, in each case, in accordance with the instructions on the enclosed proxy card and dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the Special Meeting and voting; however, simply attending the Special Meeting will not cause your proxy to be revoked.


Before voting your shares, you should read the entire proxy statement carefully, including its annexes and the documents incorporated by reference into this proxy statement. If you have questions about the Merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact D.F. King & Co., Inc., which is acting as the proxy solicitation agent and information agent for the Company in connection with the Merger, at the telephone numbers, email address or address below.


D.F. King & Co., Inc.




48 Wall Street, 22nd Floor




New York, New York 10005




Banks and Brokers, Call Collect: (212) 269-5550




All Others, Call Toll Free: (800) 488-8075




Email: flow@dfking.com


If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.


By Order of the Board of Directors,


Peter J. Ryan


Vice President, Chief People Officer and General Counsel


Charlotte, North Carolina




, 2022


















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ANNEX A







Agreement and Plan of Merger by and among LSF11 Redwood Acquisitions, LLC, Redwood Star Merger Sub, Inc., and SPX FLOW, Inc., dated as of December 12, 2021.



ANNEX B







Opinion of Morgan Stanley.



ANNEX C







Appraisal Rights Provisions of the Delaware General Corporation Law.






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SUMMARY


This summary highlights selected information contained in this proxy statement, including with respect to the Merger Agreement and the Merger. We encourage you to, and you should, read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this summary may not contain all of the information that may be important to you in determining how to vote. We have included page references to direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled



Where You Can Find Additional Information.








Parties to the Merger (page

19

)


SPX FLOW


SPX FLOW, Inc., a Delaware corporation, referred to as “SPX FLOW,” the “Company,” “we,” “our” or “us,” operates in two business segments: the Nutrition and Health segment and the Precision Solutions segment. Based in Charlotte, North Carolina, SPX FLOW innovates with customers to help feed and enhance the world by designing, delivering and servicing high-value process solutions at the heart of growing and sustaining our diverse communities. The product offering of the Company's continuing operations 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 sanitary and industrial markets. In 2020, SPX FLOW had approximately $1.4 billion in annual revenues, with approximately 36%, 37%, and 27% from sales into the Americas, EMEA, and Asia Pacific regions, respectively, and has continuing operations in more than 30 countries and sales in more than 140 countries.


SPX FLOW's product portfolio of pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services, supports global industries, including food and beverage, chemical processing, compressed air and mining. From an end-market perspective, in 2020, approximately 47% of our revenues were from sales into the food and beverage end markets and approximately 53% were from sales into the industrial end markets. Our core strengths include expertise in rotating, actuating and hydraulic equipment, a highly skilled workforce, global capabilities, product breadth, and a deep application knowledge that enables us to optimize configuration and create custom-engineered solutions for diverse processes.


SPX FLOW's common stock is traded on the NYSE under the symbol “FLOW.”


Additional information about the Company is contained in our public filings, which are incorporated by reference herein. See the sections entitled “

Where You Can Find Additional Information

” and “

Parties to the Merger—SPX


FLOW

.”


LSF11 Redwood Acquisitions, LLC


Buyer, an investment vehicle formed by Lone Star Fund XI, L.P. (“Lone Star”), is a Delaware limited liability company formed on November 4, 2021, for the purpose of effecting the Merger. Buyer has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger. After completion of the transactions contemplated by the Merger Agreement, Buyer (or its permitted assigns) will be the parent entity of the Company.


See the section entitled “

Parties to the Merger—LSF11 Redwood Acquisitions, LLC




Redwood Star Merger Sub, Inc.


Merger Sub, a direct wholly-owned subsidiary of Buyer, is a Delaware corporation formed on December 7, 2021, for the purpose of effecting the Merger. Under the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Buyer. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.


See the section entitled “

Parties to the Merger—Redwood Star Merger Sub, Inc.







The Special Meeting (Page

20

)


Date, Time and Place


The Special Meeting of SPX FLOW stockholders will be held on    , 2022 at  :  a.m. (Eastern Time). This Special Meeting will be held in person at 13320 Ballantyne Corporate Place, Charlotte, NC 28277.






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The Special Meeting is being held to consider and vote on the following proposals:












to vote on a proposal to adopt and approve the Merger Agreement, the “Merger Proposal”;













to vote on a proposal to approve, on a non-binding advisory basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger, the “Advisory Compensation Proposal”; and













to vote on a proposal to approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes cast at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the Merger Proposal, the “Adjournment Proposal.”



Completion of the Merger is conditioned on, among other things, the approval of the Merger Proposal by holders of SPX FLOW common stock. Approval of the Advisory Compensation Proposal and the Adjournment Proposal are not conditions to the obligation of the Company to complete the Merger.


Record Date; Shares Entitled to Vote


You are entitled to vote at the Special Meeting if you owned shares of SPX FLOW common stock at the close of business on    , 2022 (the “Record Date”). Each holder of SPX FLOW common stock shall be entitled to one vote for each such share owned at the close of business on the Record Date.


As of the close of business on    , 2022, there were     shares of the Company common stock outstanding and entitled to vote at the Special Meeting.


A complete list of SPX FLOW stockholders entitled to vote at the Special Meeting will be available for inspection at SPX FLOW's principal place of business during regular business hours for a period of no less than 10 days before the Special Meeting at 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277. If SPX FLOW's headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of SPX FLOW stockholders will be made available for inspection upon request to SPX FLOW's Investor Relations and Strategic Insights at 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277, subject to the satisfactory verification of stockholder status. The list of SPX FLOW stockholders entitled to vote at the Special Meeting will also be made available for inspection during the Special Meeting.


Quorum; Abstentions and Broker Non-Votes


The holders of not less than one-third of the shares of Company common stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy will constitute a quorum at the Special Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for the purposes of determining a quorum. Once a share is represented at the Special Meeting, it will be counted for the purposes of determining a quorum at the Special Meeting. However, if a new record date is set for an adjourned Special Meeting, then a new quorum will have to be established.


Required Vote to Approve the Merger Proposal


Approval of the Merger Proposal requires the affirmative vote of a majority of the voting power of all issued and outstanding shares of SPX FLOW common stock entitled to vote on the proposal as of the close of business on the Record Date. A failure to vote your shares of common stock or an abstention from voting will have the same effect as a vote “

AGAINST

” the Merger Proposal. Broker non-votes will count as a vote “

AGAINST

”.


Required Vote to Approve the Advisory Compensation Proposal


Approval of the Advisory Compensation Proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Special Meeting and entitled to vote. An abstention or a failure to vote your shares of common stock will have the same effect as a vote “

AGAINST

” the Advisory Compensation Proposal. Broker non-votes will have no effect.


Required Vote to Approve the Adjournment Proposal


Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Special Meeting and entitled to vote. An abstention or a failure to vote your shares of common stock will have the same effect as a vote “

AGAINST

” the Adjournment Proposal. Broker non-votes will have no effect.






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The Merger (page

24

)


You will be asked to consider and vote upon the Merger Proposal to approve the Agreement and Plan of Merger, dated as of December 12, 2021, by and among Buyer, Merger Sub and SPX FLOW, which, as it may be amended from time to time, is referred to in this proxy statement as the “Merger Agreement.” A copy of the Merger Agreement is attached as Annex A. The Merger Agreement provides, among other things, that at the effective time of the Merger (the “Effective Time”), Merger Sub will be merged with and into the Company, with the Company surviving the Merger (the “Surviving Corporation”). In the Merger, each share of common stock, par value $0.01, of SPX FLOW (referred to in this proxy statement as the “common stock,” the “Company common stock” or the “SPX FLOW common stock”) issued and outstanding immediately prior to the Effective Time (other than certain shares specified in the Merger Agreement) will be converted into the right to receive the merger consideration of $86.50 per share in cash, without interest thereon (the “Per Share Price”). Buyer, SPX FLOW, Merger Sub, and the paying agent for the merger consideration will each be entitled to deduct and withhold any amounts due under applicable laws from the amounts that would otherwise be payable under the terms of the Merger Agreement. Upon completion of the Merger, SPX FLOW will continue its existence as a Delaware corporation and will be a wholly owned subsidiary of Buyer, the SPX FLOW common stock will no longer be publicly traded and SPX FLOW's existing stockholders will cease to own SPX FLOW common stock.





Treatment of Company Equity Awards (page

49

)


Restricted Shares

. 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 subject to applicable


withholding, equal to the Per Share Price.



Stock Options.

At the Effective Time, each outstanding option to purchase shares of Company common stock (a “Stock


Option” or “Option”), whether vested or unvested, will be cancelled and converted into the right to receive an


amount in cash, without interest and subject to applicable withholding, equal to (1) the total number of shares of


Company common stock issuable upon exercise in full of such Option, multiplied by (2) the excess, if any, of the Per


Share Price over the exercise price per share of such Option. Each Option with an exercise price per share equal to or


greater than the Per Share Price will be cancelled as of the Effective Time without payment.



Performance Stock Units

. At the Effective Time, each outstanding performance-based restricted stock unit award


(a “Performance Stock Unit” or “PSU”), to the extent unvested will vest in accordance with the following provisions:


(i) if the applicable performance period has not been completed, the PSU 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, the PSU will vest at the actual level of performance, as determined in accordance with the


terms of each outstanding award agreement. All such vested PSUs will be cancelled and converted into the right to


receive an amount in cash, without interest and subject to applicable withholding, equal to (1) the total number of


shares of Company common stock subject to such vested PSUs, multiplied by (2) the Per Share Price.



Restricted Stock Units

. At the Effective Time, each outstanding restricted stock unit award (a “Restricted Stock Unit”),


vested or unvested, will be fully vested, cancelled and converted into the right to receive an amount in cash, without


interest and subject to applicable withholding, equal to (1) the total number of shares of Company common stock


subject to such Restricted Stock Units, multiplied by (2) the Per Share Price.






Conditions to Completion of the Merger (page

73

)


Each party's obligation to complete the Merger is subject to the satisfaction or waiver at or prior to the closing of the following conditions:












the approval of the Merger Agreement by holders of a majority of the outstanding shares of the Company's common stock entitled to vote on such matter at the Special Meeting (the “Requisite Company Vote”);













the expiration or earlier termination of the waiting periods applicable to the completion of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”);













receipt of consent from the applicable government entity in the European Union and the People's Republic of China under applicable antitrust laws; and







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no law, order or injunction having been enacted, issued, promulgated, enforced or entered by a court or other governmental entity of competent jurisdiction that is in effect and that restrains, enjoins or otherwise prohibits the completion of the Merger.



The respective obligations of Buyer and Merger Sub to complete the Merger are subject to the satisfaction or waiver by Buyer at or prior to the closing of the following additional conditions, among others:












the accuracy of the representations and warranties of the Company as of the date of the Merger Agreement and as of the closing date (except for any representations and warranties made as of a particular date, which representations and warranties must be true and correct only as of that date), subject to certain materiality standards described in the section of this proxy statement entitled “

The Merger Agreement—Conditions to


Completion of the Merger

”;













the performance by the Company in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date;













the absence of a Company Material Adverse Change having occurred on or after the date of the Merger Agreement;













the receipt by Buyer of a certificate signed by an officer of the Company, dated as of the closing date, certifying that the conditions set forth in the three preceding bullet points are satisfied; and













the receipt of consent from the applicable governmental entity in Turkey with respect to the applicable antitrust laws and the receipt of consent from the applicable governmental entity in France with respect to foreign direct investments.



The obligation of the Company to complete the Merger is subject to the satisfaction or waiver by the Company at or prior to the closing of the following additional conditions, among others:












the accuracy of the representations and warranties of Buyer and Merger Sub as of the date of the Merger Agreement and as of the closing date (except for any representations and warranties made as of a particular date, which representations and warranties must be true and correct only as of that date) subject to certain materiality standards described in the section of this proxy statement entitled “

The Merger


Agreement—Conditions to Completion of the Merger

”;













the performance by each of Buyer and Merger Sub in all material respects of all obligations required to be performed by it under the Merger Agreement at or prior to the closing date; and













the receipt by the Company of a certificate signed by an officer of Buyer dated as of the closing date, certifying that the conditions set forth in the two preceding bullet points are satisfied.



No party may rely, either as a basis for not completing the Merger or any of the other transactions contemplated by the Merger Agreement or terminating the Merger Agreement and abandoning the Merger, on the failure of a condition to closing set forth in the Merger Agreement to be satisfied if such failure was caused by such party's breach of the Merger Agreement.





When the Merger Becomes Effective (page

58

)


As of the date of the filing of this proxy statement, we expect to complete the Merger during the first half of calendar year 2022. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to the completion of the Merger, which are described in this proxy statement and include regulatory clearances, and it is possible that the Merger will not be completed until a later time, or at all. There may be a substantial amount of time between the Special Meeting and the completion of the Merger. After the Requisite Company Vote is obtained, the Company's Board of Directors (referred to in this proxy statement as the “Board,” “the Company's Board” or “SPX FLOW's Board”) will not have the right to terminate the Merger Agreement in order to accept any acquisition proposal. We expect to complete the Merger promptly after the Requisite Company Vote is obtained and all required regulatory clearances have been received.





Recommendation of the Board (page

34

)


After careful consideration, the Company's Board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable and fair to, and in the best interests of, SPX FLOW and its stockholders, and unanimously approved and declared it advisable to enter into the Merger Agreement,






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and approve the execution, delivery and performance of the Merger Agreement and consummation of the transactions contemplated thereby, including the Merger (the “Company Recommendation”).

The Company's Board


unanimously recommends that the Company's stockholders vote “FOR” the Merger Proposal.






Reasons for the Merger (page

34

)


For a description of the reasons considered by the Company's Board in resolving to recommend approval of the Merger Agreement, see the section entitled “

Proposal No. 1 – The Merger—Reasons for the Merger;


Recommendation of


the


Board

.”





Opinion of Morgan Stanley (page

40

)


SPX FLOW retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to act as financial advisor to SPX FLOW's Board in connection with the proposed Merger. At the meeting of the Company’s Board on December 12, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the Per Share Price of SPX FLOW common stock in cash to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of SPX FLOW common stock. The full text of the written opinion of Morgan Stanley, dated as of December 12, 2021, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. You are encouraged to read the opinion carefully and in its entirety. The summary of the opinion of Morgan Stanley set forth herein is qualified in its entirety by reference to the full text of the opinion. Morgan Stanley's opinion was rendered for the benefit of SPX FLOW's Board, in its capacity as such, and addressed only the fairness from a financial point of view, as of the date of such opinion, of the merger consideration to the holders of shares of SPX FLOW common stock. Morgan Stanley's opinion did not address any other aspects or implications of the Merger, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or the fairness of the amount or nature of the compensation to any officers, directors or employees of SPX FLOW, or any class of such persons, relative to the merger consideration to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement. Morgan Stanley did not express any opinion or recommendation as to how the stockholders of SPX FLOW should vote at the stockholders' meeting to be held in connection with the Merger.


For further information, see the section entitled “

Proposal No. 1 – The Merger—Opinion of Morgan Stanley

” and Annex B.





Interests of SPX FLOW's Directors and Executive Officers in the Merger (page

48

)


In considering the recommendation of the Company's Board that Company stockholders vote to approve the Merger Proposal, Company stockholders should be aware that the directors and executive officers of SPX FLOW have interests in the proposed Merger that may be different from, or in addition to, the interests of Company stockholders generally. The Company's Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and in making its recommendation that Company stockholders vote to approve the Merger Proposal. These interests may include, among others:












The Merger Agreement provides for accelerated vesting and the cash-out of all Company Restricted Shares, Options, Performance Stock Units and Restricted Stock Units.













Certain of the Company's executive officers may receive change in control severance compensation and benefits under existing agreements between such officers and the Company.













The Company's directors and executive officers are entitled to continued indemnification and insurance coverage under indemnification agreements and the Merger Agreement.



For a more complete description of these interests, see “

Proposal No. 1 – The Merger—Interests of SPX FLOW's


Directors and Executive Officers in the Merger

.”





Financing (page

47

)


The Merger is not conditioned upon receipt of financing by Buyer. It is anticipated that the total amount of funds needed to pay the aggregate merger consideration, which will be approximately $    based upon the number of






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shares of SPX FLOW common stock (and other SPX FLOW equity-based interests) outstanding as of    , and other fees and expenses necessary to complete the Merger and related transactions, including the repayment of indebtedness outstanding under SPX FLOW's current credit facilities, will be funded through a combination of cash held by the Company, up to $1.878 billion of equity financing (the “Equity Commitment”) and up to $2.31 billion of debt financing on the closing date. In connection with the financing of the Merger, Lone Star and Buyer have entered into an equity commitment letter, dated as of December 12, 2021 (the “Equity Commitment Letter”), in respect of the Equity Commitment, and Buyer has entered into a commitment letter (as amended, restated, amended and restated, supplemented or otherwise modified in accordance with the terms thereof, the “Debt Commitment Letter”), dated as of December 12, 2021, with Citigroup Global Markets Inc. (“CGMI”, on behalf of itself and Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall determine to be appropriate to provide the services therein, collectively, “Citi”), Bank of America, N.A. (“Bank of America”), BofA Securities, Inc. (“BofA Securities”, and together with Bank of America, acting through such of its affiliates and branches as it deems appropriate, “BofA”), Royal Bank of Canada (“Royal Bank”), RBC Capital Markets (“RBCCM”, and together with Royal Bank, acting through such of its affiliates and branches as it deems appropriate, “RBC”), Truist Bank (“TFC”), Truist Securities, Inc. (“TS” and together with TFC, “Truist”), BNP Paribas (acting through such of its affiliates or branches as it deems appropriate, “BNPP”), BNP Paribas Securities Corp. (acting through such of its affiliates or branches as it deems appropriate, “BNP Securities” and, together with BNPP, “BNP”), Deutsche Bank AG New York Branch (“DBNY”), Deutsche Bank AG Cayman Islands Branch (“DBCI”) and Deutsche Bank Securities Inc. (“DBSI”, and together with DBNY and DBCI, acting through such of its affiliates or branches as it deems appropriate, “DB”, together with Citi, BofA, RBC, Truist and BNP, along with any other financial institutions that from time to time provide commitments thereunder, the “commitment parties”).


Pursuant to the Debt Commitment Letter, subject to the terms and conditions set forth therein, the applicable commitment parties have committed to provide (i) a seven-year senior secured first lien term loan facility in an aggregate principal amount of $1,540.0 million, (ii) a five-year senior secured first lien revolving credit facility in an aggregate principal amount equal to $200.0 million, and (iii) senior unsecured increasing rate bridge loans in an aggregate principal amount equal to $570.0 million, less the gross proceeds from the issuance of senior unsecured notes issued on or prior to the closing date in lieu of such bridge loans (collectively, the “credit facilities”), to fund a portion of the consideration for the Merger, refinance certain existing indebtedness of the Company for other general corporate purposes as set forth in the Debt Commitment Letter, and related transaction fees, costs and expenses (the “Debt Commitment”). The funding and availability of the credit facilities provided for in the Debt Commitment Letter is contingent on the satisfaction of certain customary closing conditions, including (1) the absence of a Company Material Adverse Change, (2) the completion of the Merger in all material respects in accordance with the Merger Agreement, (3) the completion of the Equity Financing, and (4) the execution and delivery of definitive documentation with respect to the credit facilities in accordance with the terms and conditions set forth in the Debt Commitment Letter.


The Equity Commitment, the Debt Commitment, and unrestricted cash at the Company will be available (i) to fund the aggregate purchase price, (ii) to repay, prepay or discharge (after giving effect to the merger) the principal of and interest on, and all other indebtedness and other amounts outstanding pursuant to, the Company's existing credit facilities, (iii) for working capital and other general corporate purposes and (iv) to pay all fees, costs and expenses required to be paid at the closing of the Merger by Buyer, Merger Sub and the Company contemplated by, and subject to the terms and conditions of, the Merger Agreement.


Upon the terms and subject to the conditions of the Equity Commitment Letter, Buyer has a contractual right to enforce the Equity Commitment Letter against Lone Star and, under the terms and subject to the conditions of the Merger Agreement, the Company has the right to specifically enforce Buyer's obligation to consummate the Merger upon receipt of the proceeds of the Debt Commitment.


Concurrently with the execution of the Merger Agreement, Lone Star delivered to the Company a limited guarantee in favor of the Company (which we refer to as the “Limited Guarantee”). Pursuant to the Limited Guarantee, Lone Star has agreed to guarantee the following payment obligations of Buyer and Merger Sub under the Merger Agreement, which are subject to an aggregate cap equal to the sum of all such payment obligations: (i) all or a portion of the Buyer Termination Fee, if required, on the terms and subject to the limitations set forth in the Merger Agreement, (ii) any amounts in respect of certain out-of-pocket costs and expenses (including attorneys’ fees) incurred by the Company in any legal proceeding for collecting the Buyer Termination Fee; provided, that in no event shall such collection costs exceed $10,000,000, and (iii) certain reimbursement and indemnification obligations of Buyer and Merger Sub for certain costs, expenses or losses incurred or sustained by the Company or its subsidiaries in connection with providing






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financing cooperation to Buyer specified in the Merger Agreement that may be owed by Buyer pursuant to the Merger Agreement.


For more information, see the section entitled “

Proposal No. 1 – The Merger—Financing

”, beginning on page

47

.





Material U.S. Federal Income Tax Consequences of the Merger (page

54

)


The receipt of cash in exchange for shares of SPX FLOW common stock pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. Stockholders will generally recognize gain or loss equal to the difference, if any, between the amount of cash received and the adjusted tax basis of the shares of SPX FLOW common stock surrendered. SPX FLOW stockholders who are U.S. Holders (as defined under “

Proposal No. 1 – The


Merger—Material U.S. Federal Income Tax Consequences of the Merger

”) will generally be subject to U.S. federal income tax on any gain recognized in connection with the Merger. SPX FLOW stockholders who are Non-U.S. Holders (as defined under “

Proposal No. 1 – The Merger—Material U.S. Federal Income Tax Consequences of the Merger

”) will not generally be subject to U.S. federal income tax on any gain recognized in connection with the Merger unless the stockholder has certain connections to the United States. The tax consequences of the Merger to SPX FLOW stockholders will depend upon their particular circumstances and each SPX FLOW stockholder should consult its own tax advisors to determine the tax consequences of the Merger to such stockholder, as well as tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.





Regulatory Clearances (page

57

)


Under the HSR Act and the rules promulgated thereunder, certain transactions, including the Merger, may not be completed until notifications have been given and information furnished to the Antitrust Division (the “Antitrust Division”) of the United States Department of Justice (the “DOJ”) and the U.S. Federal Trade Commission (the “FTC”) and all statutory waiting period requirements have been satisfied. Buyer and SPX FLOW filed their Pre-Merger Notification and Report Forms on December 17, 2021, in connection with the Merger, and the waiting period will therefore expire at 11:59 p.m. (Eastern Time) on January 18, 2022, unless extended by a second request for additional information or documentary material.


Completion of the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act in addition to obtaining the required government consents under the Merger Agreement as discussed in the section entitled “

Proposal No. 1 – The Merger—Regulatory Clearances—Additional Regulatory Clearance

.”





Appraisal Rights of SPX FLOW Stockholders (page

82

)


Under the General Corporation Law of the State of Delaware (the “DGCL”), Company stockholders who do not vote for the Merger Proposal will have the right to seek appraisal of the fair value of their shares of SPX FLOW common stock as determined by the Court of Chancery of the State of Delaware (the “Delaware Court of Chancery”) if the Merger is completed, but only if they comply fully with all of the applicable requirements of Section 262 of the DGCL (“Section 262”), which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the Per Share Price. Any stockholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to the Company before the vote on the Merger Proposal and must not vote or otherwise submit a proxy in favor of the Merger Proposal. Failure to follow exactly the procedures specified in Section 262 will result in the loss of appraisal rights. Because of the complexity of Section 262 relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 that is attached to this proxy statement as Annex C and is incorporated by reference herein in its entirety.





Delisting and Deregistration of Company Common Stock (page

57

)


If the Merger is completed, SPX FLOW common stock will be delisted from the NYSE and deregistered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).





Acquisition Proposals; No Solicitation (page

65

)


Except as permitted by the Merger Agreement, the Company must not, and must not permit its subsidiaries to, and must direct and use reasonable best efforts to cause its and its subsidiaries' directors, officers, managers, employees,






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investment bankers, attorneys, accountants and other advisors and representatives (collectively, the “Representatives”) not to, directly or indirectly:












initiate, endorse, facilitate or solicit any inquiries, indications of interest, proposals or offers that constitute, or would reasonably be expected to result in, an “Acquisition Proposal,” as defined in the section entitled “

The Merger Agreement—Acquisition Proposals; No Solicitation

” (including providing access to non-public information);













enter into, continue, engage in or otherwise participate in any discussions or negotiations regarding any Acquisition Proposal; or













otherwise knowingly assist, participate, cooperate in or knowingly facilitate any effort or attempt to make an Acquisition Proposal.



However, prior to the time the Requisite Company Vote is obtained, if SPX FLOW receives an unsolicited bona fide


written Acquisition Proposal not preceded by a breach of SPX FLOW's non-solicitation obligations under the Merger Agreement, the Company may contact a person making the Acquisition Proposal solely to clarify the terms and conditions thereof. In addition, if the Company's Board determines in good faith, after consultation with its outside legal counsel and financial advisor, that (1) the failure to take the applicable action would be inconsistent with the directors' fiduciary duties under applicable law and (2) based on the information then available and after consultation with its outside legal counsel and financial advisors, the Acquisition Proposal constitutes or is reasonably likely to result in a “Superior Proposal,” as described in the section entitled “

The Merger Agreement—Acquisition Proposals;


No Solicitation—Receipt of Acquisition Proposals

,” and then the Company may:












provide information (including access to the employees of the Company and its subsidiaries) in response to a request by a person making the written Acquisition Proposal, subject to specified conditions described in the section entitled “

The Merger Agreement—Acquisition Proposals; No Solicitation—Receipt of Acquisition


Proposals

”; and













engage in or participate in discussions or negotiations with any person who has made an unsolicited bona fide written Acquisition Proposal.






Change of Board Recommendation; Alternative Acquisition Agreement (page

67

)


SPX FLOW's Board has unanimously recommended that SPX FLOW stockholders vote “

FOR

” the Merger Proposal. The Merger Agreement permits SPX FLOW's Board to effect a “Change of Recommendation” (as described in the section entitled “

The Merger Agreement—Acquisition Proposals; No Solicitation—Change of Board Recommendation;


Alternative Acquisition Agreement

”) only in certain limited circumstances, as described below. Before the Requisite Company Vote is obtained, SPX FLOW's Board may effect a Change of Recommendation and/or terminate the Merger Agreement in response to a Superior Proposal, if SPX FLOW's Board has determined in good faith, after consultation with its outside legal counsel and financial advisor, that an Acquisition Proposal constitutes a Superior Proposal and 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 offered by Buyer. Before effecting a Change of Recommendation or terminating the Merger Agreement in response to a Superior Proposal, (1) SPX FLOW must have given Buyer at least five business days' prior written notice of its intention to do so (which notice shall state the reasons therefor, including the material terms and conditions of, and the identity of the person making such Superior Proposal and include a copy of the alternative acquisition agreement and any other relevant transaction documents and a copy of any financing commitments relating thereto), (2) SPX FLOW must have negotiated in good faith (to the extent Buyer requests to negotiate) with Buyer during such notice period to enable Buyer to propose revisions to the terms of the Merger Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal or that the Company’s Board would no longer determine that the failure to make such Change of Recommendation would be inconsistent with the directors' fiduciary duties under applicable law and (3) following the end of the notice period, the Company's Board must have determined in good faith, taking into account any revisions to the terms of the Merger Agreement proposed in writing by Buyer and after consultation with its outside legal counsel and financial advisor, that the Superior Proposal would nevertheless continue to constitute a Superior Proposal if the revisions proposed by Buyer were to be given effect and that failure to make such Change of Recommendation would continue to be inconsistent with the directors' fiduciary duties under applicable law (provided further that each material amendment to the financial terms of the Superior Proposal will be deemed a new Acquisition Proposal, requiring additional notice to Buyer, and SPX FLOW's Board may not make a Change of






8



















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Recommendation without offering to Buyer to negotiate for three business days from the date of such additional notice).


See the sections entitled “

The Merger Agreement—Acquisition Proposals; No Solicitation—Change of Board


Recommendation; Alternative Acquisition Agreement

” and “

The Merger Agreement—Termination

.”


In addition, before the Requisite Company Vote is obtained, SPX FLOW's Board may effect a Change of Recommendation in response to an “Intervening Event” (as defined in the section entitled “

The Merger


Agreement—Acquisition Proposals; No Solicitation—Change of Board Recommendation; Alternative Acquisition


Agreement

”) if SPX FLOW's Board has determined in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with the directors' fiduciary duties under applicable law. Before effecting a Change of Recommendation in response to an Intervening Event, (1) SPX FLOW must have given Buyer at least five business days’ prior written notice of its intention to do so and a reasonably detailed description of such Intervening Event that serves as a basis of the Change of Recommendation as soon as reasonably practicable after becoming aware of it, (2) SPX FLOW must have negotiated in good faith (to the extent Buyer requests to negotiate) with Buyer during such notice period to enable Buyer to propose revisions to the terms of the Merger Agreement such that it would obviate the basis for the Change of Recommendation and (3) at the end of the notice period, SPX FLOW's Board must determine in good faith, taking into account any revisions to the terms of the Merger Agreement proposed in writing by Buyer and after consultation with its outside legal counsel and financial advisor, that the failure to effect a Change of Recommendation would still be inconsistent with its fiduciary duties under applicable law if the changes proposed by Buyer were to be given effect (provided further that each material change to facts and circumstances relating to the Intervening Event shall require a new notice and SPX FLOW's Board may not make a Change of Recommendation without offering to Buyer to negotiate for three business days from the date of such additional notice).


See the section entitled “

The Merger Agreement—Acquisition Proposals; No Solicitation—Change of Board


Recommendation; Alternative Acquisition Agreement

.”





Termination (page

74

)


The Merger Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time in the following circumstances:












by the mutual written consent of SPX FLOW and Buyer;













by either SPX FLOW or Buyer, if:
















the Merger has not been completed by September 12, 2022 (such date, the “Outside Date”); provided,


that the right to terminate if the Merger has not been completed by September 12, 2022 shall not be


available to a party whose failure to fulfill any obligation under the Merger Agreement has been the


primary cause of, or resulted in, the failure of the Merger to be consummated by the Outside Date; or

















the Requisite Company Vote has not been obtained at the Company's stockholders' meeting, including


any adjournment or postponement thereof; or

















a law, order or injunction by a court or other governmental authority of competent jurisdiction has


been enacted, issued, promulgated, enforced or entered that permanently restrains, enjoins or


otherwise prohibits the completion of the Merger, and has become final and non-appealable;


provided, that the right to terminate in such event shall not be available to a party whose failure to


fulfill any obligation under the Merger Agreement has been the primary cause of, or resulted in, such


event.














by SPX FLOW, if:
















prior to the time the Requisite Company Vote is obtained, (i) the Company Board authorizes the


Company to enter into an Alternative Acquisition Agreement that constitutes a Superior Proposal (and


that did not result from a breach of the Merger Agreement terms, including the terms described in the


section entitled “


The Merger Agreement—Acquisition Proposals; No Solicitation


”) and, (ii) prior to or


concurrently with such termination, the Company pays to Buyer the Company Termination Fee (as


defined below); or








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Buyer or Merger Sub has breached any of its representations, warranties, covenants or agreements, or


there is any inaccuracy in any of its representations or warranties, in either case which (1) would result


in a failure of a condition to the obligation of SPX FLOW to complete the Merger and (2) is either not


curable prior to the Outside Date or is not cured within the earlier of (x) 30 days following the giving of


written notice thereof by the Company to Buyer or (y) the Outside Date; or

















if (1) the closing has not occurred on the date the closing should have occurred; (2) all conditions to


closing have been satisfied; (3) SPX FLOW has irrevocably confirmed by written notice to Buyer that (A)


the conditions to closing have been satisfied or will be satisfied, or SPX FLOW is willing to waive any


unsatisfied condition to the closing set to the closing for the purpose of consummating the Merger and


the other transactions contemplated by the Merger Agreement; (B) SPX FLOW stands ready, willing


and able to consummate the Merger and the other transactions contemplated by the Merger


Agreement; and (C) if Buyer and Merger Sub comply with their obligations under the Merger


Agreement, the closing would occur; and (4) the closing will not have been consummated by Buyer or


Merger Sub within three business days after delivery of such notice; or














by Buyer, if:
















SPX FLOW has breached any of its representations, warranties, covenants or agreements, or there is


any inaccuracy in any of its representations or warranties, in either case which (1) would result in a


failure of a condition to the obligations of Buyer and Merger Sub to complete the Merger and (2) is


either not curable prior to the Outside Date or is not cured within the earlier of (x) 30 days following the


giving of written notice thereof by Buyer to SPX FLOW and (y) the Outside Date (provided that Buyer or


Merger Sub were not in breach of any of their representations, warranties, covenants or agreements);


or

















prior to the time the Requisite Company Vote is obtained, SPX FLOW's Board has made a Change of


Recommendation.







Company Termination Fee (page

75

)


SPX FLOW will be required to pay Buyer a termination fee in an amount equal to $112.0 million (less the amount of any Buyer Expenses (as defined below) previously paid to Buyer pursuant to the Merger Agreement) (the “Company Termination Fee”) in the following circumstances:












in the event that: (A) before obtaining the approval of the Merger Agreement by the stockholders of the Company constituting the Requisite Company Vote, an Acquisition Proposal (whether or not conditional) is publicly made or otherwise publicly disclosed, (B) thereafter, the Merger Agreement is terminated by the Company or Buyer as a result of the Requisite Company Vote not being obtained or the Merger not being completed by the Outside Date or by Buyer due to a Company breach of its representations, warranties, covenants or agreements, or any inaccuracy in their representations or warranties, and (C) within 12 months of such termination, the Company and any of its subsidiaries shall have entered into a definitive agreement in respect of any Acquisition Proposal that is subsequently consummated, or the Company or any of its subsidiaries ultimately consummate an Acquisition Proposal which, in each case, need not be the same Acquisition Proposal that was made, disclosed or communicated prior to termination of the Merger Agreement (provided, that for purpose of this clause (C), each reference to “15%” in the definition of Acquisition Proposal shall be deemed to be a reference to “50%”);













in the event the Merger Agreement is terminated by Buyer due to a Change of Recommendation; or













in the event the Merger Agreement is terminated by the Company due to a Superior Proposal.



In no event will more than one Company Termination Fee be payable under the Merger Agreement.





Buyer Termination Fee (page

75

)


Buyer (or the guarantor pursuant to the Limited Guarantee) will be required to pay the Company a termination fee in an amount equal to $224.0 million (the “Buyer Termination Fee”) in the following circumstances:












Buyer or Merger Sub has breached any of its representations, warranties, covenants or agreements, or there is any inaccuracy in any of its representations or warranties, in either case which (1) would result in a







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failure of a condition to the obligation of SPX FLOW to complete the Merger and (2) is either not curable prior to the Outside Date or is not cured within the earlier of (x) 30 days following the giving of written notice thereof by SPX FLOW to Buyer and (y) the Outside Date; or












if (1) the closing did not occur on the date the closing should have occurred; (2) all conditions to closing have been satisfied; (3) SPX FLOW has irrevocably confirmed by written notice to Buyer that (A) the conditions to closing have been satisfied and will be satisfied, or SPX FLOW is willing to waive any unsatisfied condition to the closing set forth in the Merger Agreement for the purpose of consummating the Merger and the other transactions contemplated by the Merger Agreement; (B) SPX FLOW stands ready, willing and able to consummate the Merger and the other transactions contemplated by the Merger Agreement; and (C) if Buyer and Merger Sub complied with their obligations under the Merger Agreement, the closing would occur; and (4) the closing will not have been consummated by Buyer and Merger Sub within three business days after delivery of such notice.



In no event will more than one Buyer Termination Fee be payable under the Merger Agreement.





Buyer Expenses (page

75

)


If SPX FLOW fails to obtain the Requisite Company Vote in circumstances when the Company Termination Fee is not then payable, SPX FLOW will reimburse Buyer for all of its reasonable and documented out-of-pocket fees and expenses incurred by Buyer or Merger Sub or on their behalf up to the maximum amount of $10.0 million (the “Buyer Expenses”).






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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER


The following questions and answers address briefly some questions you may have regarding the Special Meeting and the proposals to be voted on at the Special Meeting. These questions and answers may not address all of the questions that may be important to you as a stockholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section entitled “Where You Can Find Additional Information.











Q:





Why am I receiving this proxy statement?









A:






On December 12, 2021, we entered into a Merger Agreement providing for the Merger of Merger Sub, a direct


and wholly owned subsidiary of Buyer, with and into the Company, with the Company surviving the Merger as a


wholly owned subsidiary of Buyer. The Merger Agreement provides for Buyer to acquire the Company in a


Merger for a price of $86.50 per share in cash, without interest thereon. You are receiving this proxy statement


in connection with the solicitation of proxies by the Company's Board in favor of the Merger Proposal and to


approve the other related proposals to be voted on at the Special Meeting.










Q:





When and where is the Special Meeting?









A:






The Special Meeting will be held at SPX FLOW, Inc., 13320 Ballantyne Corporate Place, Charlotte, North Carolina


28277, on     , 2022, at   :   a.m. (Eastern Time) (including any adjournment or postponement thereof).


This Special Meeting will be a held in person.










Q:





Who is entitled to vote at the Special Meeting?









A:






Only holders of record of the Company common stock as of the close of business on     , 2022, the Record


Date for the Special Meeting, are entitled to receive these proxy materials and to vote their shares at the Special


Meeting. Each share of Company common stock issued and outstanding as of the close of business on the Record


Date will be entitled to one vote on each matter submitted to a vote at the Special Meeting.










Q:





What matters will be voted on at the Special Meeting?









A:






You will be asked to consider and vote on the following proposals:














to approve the Merger Proposal;













to approve the Advisory Compensation Proposal; and













to approve the Adjournment Proposal.









Q:





How many shares are needed to constitute a quorum?









A:






A quorum will be present if holders of not less than one-third of the shares of the Company common stock issued


and outstanding and entitled to vote at the Special Meeting are present or represented by proxy at the Special


Meeting. If a quorum is not present, the chairperson of the Special Meeting has the power to adjourn the Special


Meeting without notice other than announcement at the meeting until a quorum is present or represented.




As of the close of business on     , 2022, the Record Date for the Special Meeting, there were     shares of common stock outstanding.


If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the Special Meeting.








Q:





What vote of our stockholders is required to approve the Merger Proposal?









A:






Approval of the Merger Proposal requires the vote of a majority of the shares of common stock outstanding at


the close of business entitled to vote on the Record Date for the Special Meeting “

FOR

” the Merger Proposal.







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Abstentions and broker non-votes will have the same effect as a vote “

AGAINST

” the Merger Proposal. If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, the failure to instruct your nominee will have the same effect as a vote “

AGAINST

” the Merger Proposal.








Q:





What vote of our stockholders is required to approve the remaining proposals to be voted upon at the Special Meeting?









A:






Each of the Advisory Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the


holders of a majority of the shares of the Company common stock present, in person or represented by proxy and


entitled to vote, at the Special Meeting.




An abstention with respect to either proposal, or a failure to vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf), will have the same effect as a vote “

AGAINST

” these proposals. Because all proposals for the Special Meeting are non-routine and non-discretionary, there will not be any broker non-votes for such proposals.








Q:





How does the Company's Board recommend that I vote?









A:






Our Board unanimously recommends that SPX FLOW stockholders vote:
















FOR

” the Merger Proposal;















FOR

” the Advisory Compensation Proposal; and















FOR

” the Adjournment Proposal.



For a discussion of the factors that the Company's Board considered in determining to recommend the approval of the Merger Agreement, please see the section entitled “

Proposal No. 1 – The Merger—Reasons for the


Merger; Recommendation of


the


Board

.” In addition, in considering the recommendation of our Board with respect to the Merger Agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. For a discussion of these interests, please see the section entitled “

Proposal No. 1 – The Merger—Interests of SPX


FLOW's Directors and Executive Officers in the Merger

.”








Q:





How do SPX FLOW's directors and officers intend to vote?









A:






We currently expect that SPX FLOW's directors and executive officers will vote their shares in favor of the Merger


Proposal and the other proposals to be considered at the Special Meeting, although they have no obligation to


do so.










Q:





When is the Merger expected to be completed?









A:






As of the date of the filing of this proxy statement, we expect to complete the Merger during the first half of


calendar year 2022. However, completion of the Merger is subject to the satisfaction or waiver of the conditions


to the completion of the Merger, which are described in this proxy statement and include regulatory clearances,


and it is possible that the Merger will not be completed until a later time, or at all.




There may be a substantial amount of time between the Special Meeting and the completion of the Merger. After the Requisite Company Vote is obtained, our Board will not have the right to terminate the Merger Agreement in order to accept any Alternative Acquisition Proposal. We expect to complete the Merger promptly after the Requisite Company Vote is obtained and all required regulatory clearances have been received.








Q:





What happens if the Merger is not completed?









A:






If the Merger Agreement is not approved by the Company's stockholders, or if the Merger is not completed for


any other reason, our stockholders will not receive any payment for their shares of common stock in connection


with the Merger. Instead, SPX FLOW will remain a public company, and shares of our common stock will continue


to be registered under the Exchange Act, as well as listed and traded on the NYSE. In the event that the Company


fails to promptly pay the Company Termination Fee or Buyer fails to promptly pay the Buyer Termination Fee,


and in order to obtain such payment, Buyer, on the one hand, or the Company, on the other hand, commences







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a legal proceeding that results in a judgment against the Company for the Company Termination Fee, or against Buyer for the Buyer Termination Fee, or any portion thereof, as applicable, the Company shall pay Buyer, or Buyer shall pay the Company, as the case may be, its out-of-pocket costs and expenses (including attorney's fees) in connection with such legal proceeding (including interests) (the amounts referred to in the foregoing, the “Collection Costs”); provided, that in no event shall the Collection Costs exceed $10,000,000.


In the event that the Merger Agreement is terminated by the Company or Buyer as a consequence of not receiving the Requisite Company Vote, under circumstances in which the Company Termination Fee is not then payable, then the Company will reimburse Buyer and its affiliates for all of their reasonable and documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment bankers, experts and consultants to Buyer and Merger Sub and their affiliates) incurred by Buyer or Merger Sub or on their behalf in connection with or related to the authorization, preparation, investigation, negotiation, execution and performance of the Merger Agreement and the transactions contemplated thereby (the “Buyer Expenses”), up to a maximum amount of $10,000,000; provided, that the payment by the Company of the Buyer Expenses pursuant to this paragraph shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee to the extent required by the Merger Agreement. Payment of the Buyer Expenses shall be made by wire transfer of same-day funds to the accounts designated by Buyer within two business days after the Company received notice and documentation with respect to amounts validly due under this paragraph.








Q:





What do I need to do now? How do I vote my shares of Common Stock?









A:






We urge you to, and you should, read this entire proxy statement carefully, including its annexes and the


documents incorporated by reference in this proxy statement, and to consider how the Merger affects you. Your


vote is important, regardless of the number of shares of common stock you own.




Voting


Stockholders of record will be able to vote at the Special Meeting. If you are not a stockholder of record, but instead hold your shares of common stock in “street name” through a broker, bank or other nominee, you must provide a “legal proxy” executed in your favor from your broker, bank or other nominee in order to be able to vote at the Special Meeting.


It is not necessary to attend the Special Meeting in order to vote your shares. To ensure that your shares of common stock are voted at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting.


Attending the meeting does not itself constitute a vote on any proposal.


Shares of Common Stock Held by Record Holder


You can also ensure that your shares are voted at the Special Meeting by submitting your proxy via:












mail, by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope;













telephone, by viewing the proxy materials at www.proxyvote.com and using a touch-tone phone and the toll-free number; or













the Internet, at www.proxyvote.com and the 12-digit control number on the enclosed proxy card.



The telephone and Internet voting facilities for stockholders of record will close at 11:59 p.m. (Eastern Time) on    , 2022.


If you sign, date and return your proxy card without indicating how you wish to vote with respect to a proposal, your proxy will be voted “

FOR

” (1) the Merger Proposal, (2) the Advisory Compensation Proposal, and (3) the Adjournment Proposal.


We encourage you to vote by proxy even if you plan on attending the Special Meeting.


A failure to vote or an abstention will have the same effect as voting “

AGAINST

” the Merger Proposal and on the other two proposals (assuming, in the case of a failure to vote, that a quorum is present).





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Shares of Common Stock Held in



Street Name





If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted on any of the Merger Proposal, the Advisory Compensation Proposal or the Adjournment Proposal.








Q:





Can I revoke my proxy?









A:






Yes. You can revoke your proxy at any time before the vote is taken at the Special Meeting. If you are a


stockholder of record, you may revoke your proxy by notifying SPX FLOW at SPX FLOW, Inc., 13320 Ballantyne


Corporate Place, Charlotte, North Carolina 28277, Attention: Scott Gaffner, or by submitting a new proxy by


telephone, the Internet or mail, in each case, in accordance with the instructions on the enclosed proxy card and


dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the Special


Meeting and voting; however, simply attending the Special Meeting will not cause your proxy to be revoked.


Please note that if you hold your shares in “street name” and you have instructed a broker, bank or other


nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other


nominee to revoke your prior voting instructions. If you hold your shares in “street name,” you may also revoke


a prior proxy by voting at the Special Meeting if you obtain a proxy executed in your favor from your broker, bank


or other nominee in order to be able to vote at the Special Meeting.










Q:





What happens if I do not vote or if I abstain from voting on the proposals?









A:






The requisite number of shares to approve the Merger Proposal is based on the total number of shares of


common stock outstanding on the Record Date, not just the shares that are voted. If you do not vote, or abstain


from voting, on the Merger Proposal and the other two proposals, it will have the same effect as a vote




AGAINST

” each such proposal.










Q:





What will happen if stockholders do not approve the Advisory Compensation Proposal?









A:






The inclusion of the Advisory Compensation Proposal is required by the rules of the U.S. Securities and Exchange


Commission (“SEC”); however, the approval of this proposal is not a condition to the completion of the Merger


and the vote on this proposal is an advisory vote by stockholders and will not be binding on SPX FLOW or Buyer.


If the Merger Agreement is approved by our stockholders and the Merger is completed, the Merger-related


compensation is expected to be paid to our named executive officers in accordance with the terms of their


compensation agreements and arrangements even if stockholders fail to approve this proposal.










Q:





Will my shares of Common Stock held in



street name



or another form of record ownership be combined for voting purposes with shares I hold of record?









A:






No. Because any shares of common stock you may hold in “street name” will be deemed to be held by a different


stockholder (that is, your custodial bank, broker or other financial nominee) than any shares of common stock


you hold of record, any shares of common stock held in “street name” will not be combined for voting purposes


with shares of common stock you hold of record. Similarly, if you own shares of common stock in various


registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will


receive, and will need to sign and return, a separate proxy card for those shares of common stock because they


are held in a different form of record ownership. Shares of common stock held by a corporation or business entity


must be voted by an authorized officer of the entity. Please indicate title or authority when completing and


signing the proxy card. Shares of common stock held in an individual retirement account must be voted under the


rules governing the account. This means that, to ensure all your shares are voted at the Special Meeting, you


should read carefully any proxy materials received and follow the instructions included therewith.










Q:





What does it mean if I get more than one proxy card or voting instruction card?









A:






If your shares of common stock are registered differently or are held in more than one account, you will receive


more than one proxy or voting instruction card. Please complete and return all of the proxy cards and voting


instruction cards you receive (or submit each of your proxies by telephone or the Internet) to ensure that all of


your shares of common stock are voted.







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Q:





What happens if I sell my shares of common stock before completion of the Merger?









A:






In order to receive the merger consideration, you must hold your shares of common stock through completion


of the Merger. Consequently, if you transfer your shares of common stock before completion of the Merger, you


will have transferred your right to receive the merger consideration in the Merger.




The Record Date for stockholders entitled to vote at the Special Meeting is earlier than the completion of the Merger. If you transfer your shares of common stock after the Record Date but before the closing of the Merger, you will have the right to vote at the Special Meeting but not the right to receive the merger consideration.








Q:





Should I send in my stock certificates or other evidence of ownership now?









A:






No. After the Merger is completed, you will receive a letter of transmittal and related materials from the paying


agent for the Merger with detailed written instructions for exchanging your shares of common stock evidenced


by stock certificates for the merger consideration. If your shares of common stock are held in “street name” by


your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as


to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the


merger consideration.

Do not send in your stock certificates now.









Q:





Am I entitled to exercise appraisal rights instead of receiving the Per Share Price for my shares of common stock?









A:






Yes. As a holder of SPX FLOW common stock, you are entitled to exercise appraisal rights under the DGCL, in


connection with the Merger if you take certain actions, meet certain conditions and fully comply with the


requirements set forth under the DGCL, including that you do not vote (in person or by proxy) in favor of adoption


of the Merger Agreement. These procedures are summarized in the section entitled “


Appraisal Rights of


SPX FLOW Stockholders


.” In addition, the text of the applicable appraisal rights provisions of Delaware law is


reproduced in its entirety as Annex C to this proxy statement. Failure to strictly comply with these provisions will


result in the loss of appraisal rights.










Q:





What is householding and how does it affect me?









A:






The SEC permits companies to send a single set of proxy materials to any household at which two or more


stockholders reside, unless contrary instructions have been received, but only if the company provides advance


notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of


the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of


common stock held through brokerage firms. If your family has multiple accounts holding common stock, you


may have already received householding notification from your broker. Please contact your broker directly if you


have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a


separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time


to revoke your decision to household, and thereby receive multiple copies.










Q:





Where can I find more information about SPX FLOW?









A:






You can find more information about SPX FLOW from various sources described in the section entitled “


Where


You Can Find Additional Information


.”







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Q:





Who can help answer my other questions?









A:






If you have more questions about the Merger, or require assistance in submitting your proxy or voting your


shares or need additional copies of the proxy statement or the enclosed proxy card, please contact D.F. King &


Co., Inc. (“D.F. King”), which is acting as the proxy solicitation agent and information agent for the Company in


connection with the Merger, at the telephone numbers, email address or address below, or SPX FLOW at the


telephone number or address listed below.




D.F. King & Co., Inc.




48 Wall Street, 22nd Floor




New York, New York 10005




Banks and Brokers, Call Collect: (212) 269-5550




All Others, Call Toll Free: (800) 488-8075




Email: flow@dfking.com








or








SPX FLOW, Inc.




13320 Ballantyne Corporate Place




Charlotte, North Carolina 28277




Attention: Scott Gaffner


If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.





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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS


This proxy statement, and the documents incorporated by reference in this proxy statement, include forward-looking statements. Forward-looking statements include any statement that is not based on historical fact, including statements containing the words “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate” or “continue,” and similar expressions. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. SPX FLOW assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:












the failure to obtain the Requisite Company Vote;













the possibility that the closing conditions to the Merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval;













delay in closing the transaction or the possibility that the transaction may not be completed;













the occurrence of any event that could give rise to termination of the Merger Agreement;













risks related to the disruption of the transaction to the Company and its management;













limitations placed on our ability to operate our business under the Merger Agreement;













the effect of announcement of the transaction on SPX FLOW's ability to retain and hire key personnel and maintain relationships with customers, suppliers, subcontractors, regulators and other third parties;













the risk that stockholder litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability, and risks associated with other litigation relating to our business;













risks relating to adverse outcomes in legal proceedings other than in connection with the Merger;













risks relating to changes generally affecting the nutrition health and precision solution markets;













disruption of SPX FLOW's significant supplier relationships;













disruption in SPX FLOW's manufacturing systems; and













other risks detailed in our filings with the SEC, including our most recent Annual Report on Form 10-K for the fiscal year ended 2020, and our Quarterly Reports on Form 10-Q and other documents filed by us with the SEC after the date thereof. See the section entitled “

Where You Can Find Additional Information

.”



Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by the Company or on its behalf, you should not place undue reliance on any forward-looking statements.


Further, any forward-looking statement speaks only as of the date on which it is made, and, except as required by applicable law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for the Company to predict which factors will arise. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.





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PARTIES TO THE MERGER





SPX FLOW


SPX FLOW operates in two business segments: the Nutrition and Health segment and the Precision Solutions segment. Based in Charlotte, North Carolina, SPX FLOW innovates with customers to help feed and enhance the world by designing, delivering and servicing high-value process solutions at the heart of growing and sustaining our diverse communities. The product offering of the Company's continuing operations 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 sanitary and industrial markets. In 2020, SPX FLOW had approximately $1.4 billion in annual revenues, with approximately 36%, 37%, and 27% from sales into the Americas, EMEA, and Asia Pacific regions, respectively, and has continuing operations in more than 30 countries and sales in more than 140 countries.


SPX FLOW's product portfolio of pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services, supports global industries, including food and beverage, chemical processing, compressed air and mining. From an end-market perspective, in 2020, approximately 47% of our revenues were from sales into the food and beverage end markets and approximately 53% were from sales into the industrial end markets. Our core strengths include expertise in rotating, actuating and hydraulic equipment, a highly skilled workforce, global capabilities, product breadth, and a deep application knowledge that enables us to optimize configuration and create custom-engineered solutions for diverse processes.


SPX FLOW's common stock is traded on the NYSE under the symbol “FLOW.”


A detailed description of SPX FLOW's business is contained in SPX FLOW's Annual Report on Form 10- K for the fiscal year ended December 31, 2020, which is incorporated by reference into this proxy statement. See the section entitled “

Where You Can Find Additional Information.







LSF11 Redwood Acquisitions, LLC


Buyer, an investment vehicle formed by Lone Star, is a Delaware limited liability company formed on November 4, 2021, for the purpose of effecting the Merger. Buyer has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger. After completion of the transactions contemplated by the Merger Agreement, Buyer (or its permitted assigns) will be the parent entity of the Company.





Redwood Star Merger Sub, Inc.


Merger Sub, a direct wholly-owned subsidiary of Buyer, is a Delaware corporation formed on December 7, 2021, for the purpose of effecting the Merger. Under the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Buyer. Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement, including the preparation of applicable regulatory filings in connection with the Merger.





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THE SPECIAL MEETING


We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our Board for use at the Special Meeting or any adjournment or postponement thereof. This proxy statement provides SPX FLOW's stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting or any adjournment or postponement thereof.





Date, Time and Place of the Special Meeting


This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by SPX FLOW's Board for use at the Special Meeting to be held at SPX FLOW, Inc., 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277, on     , 2022, at   :   a.m. (Eastern Time), or at any adjournment or postponement thereof.


For information regarding attending the meeting, please see “

The Special Meeting—Voting; Proxies;


Revocation—Attendance

.”





Purposes of the Special Meeting


At the Special Meeting, SPX FLOW stockholders will be asked to consider and vote on the following proposals:












To approve the Merger Proposal;













To approve the Advisory Compensation Proposal; and













To approve the Adjournment Proposal.



Our stockholders must approve the Merger Proposal for the Merger to occur. If our stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A, and the material provisions of the Merger Agreement are described in the section entitled “

The Merger


Agreement

.”


The vote on the Advisory Compensation Proposal is separate and apart from the Merger Proposal. Accordingly, a stockholder may vote to approve the Advisory Compensation Proposal and vote not to approve the Merger Proposal and vice versa. Because the vote on the Advisory Compensation Proposal is advisory in nature only, it will not be binding on either SPX FLOW or Buyer. Accordingly, if the Merger Proposal is approved by our stockholders and the Merger is completed, the Merger-related compensation is expected to be paid to our executive officers in accordance with the terms of their compensation agreements and arrangements even if the stockholders fail to approve the proposal.


We do not expect a vote to be taken on any other matters at the Special Meeting or any adjournment or postponement thereof. If any other matters are properly presented at the Special Meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters in accordance with their best judgment.


This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about    , 2022.





Record Date and Quorum


The holders of record of our common stock as of the close of business on    , 2022, the Record Date for the Special Meeting, are entitled to receive notice of and to vote at the Special Meeting. At the close of business on the Record Date,     shares of common stock were outstanding.


The holders of not less than one-third of the shares of Company common stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy will constitute a quorum at the Special Meeting. Abstentions, withhold votes, and broker non-votes are counted as shares present and entitled to vote for the purposes of determining a quorum. Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting. However, if a new record date is set for an adjourned Special Meeting, then a new quorum will have to be established.





Required Vote


Each share of common stock outstanding at the close of business on the Record Date is entitled to one vote on each of the proposals to be considered at the Special Meeting.





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For SPX FLOW to complete the Merger, SPX FLOW stockholders holding a majority of the shares of common stock outstanding entitled to vote at the close of business on the Record Date must vote “

FOR

” the Merger Proposal. A failure to vote your shares of common stock or an abstention from voting will have the same effect as a vote “

AGAINST

” the Merger Proposal. Broker non-votes will count as a vote “

AGAINST

”.


Approval of each of the Advisory Compensation Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of shares of our common stock, present in person or represented by proxy at the Special Meeting and entitled to vote. An abstention with respect to either proposal, or a failure to vote your shares of common stock will have the same effect as a vote “

AGAINST

” these proposals. Broker non-votes will have no effect.





Voting by SPX FLOW's Directors and Executive Officers


At the close of business on the Record Date, directors and executive officers of SPX FLOW were entitled to vote approximately     shares of common stock, or approximately     % of the shares of common stock issued and outstanding on that date. We currently expect that SPX FLOW's directors and executive officers will vote their shares in favor of the Merger Proposal and the other proposals to be considered at the Special Meeting, although they have no obligation to do so.





Voting; Proxies; Revocation





Attendance


All holders of shares of common stock as of the close of business on     , 2022, the Record Date, including stockholders of record and beneficial owners of common stock registered in the “street name” of a broker, bank or other nominee, are invited to attend the Special Meeting, which will begin promptly at   :   a.m. (Eastern Time).


To attend the Special Meeting in person, you must provide proof of ownership of SPX FLOW common stock as of the close of business on the Record Date, such as an account statement indicating ownership on that date, and a form of personal identification for admission to the meeting. If you hold your shares in “street name,” and you always wish to be able to vote at the meeting, you must obtain a legal proxy, executed in your favor, from your bank, broker or other nominee.


If you anticipate needing assistance to participate in the meeting due to a disability, we would appreciate it if you would please notify us by    , 2022, so we may be better prepared to assist you. Please contact     and provide information about the assistance you will need.


For safety and security reasons, SPX FLOW will not allow anyone to bring large bags, briefcases or packages into the meeting room, or to record or photograph the meeting.





Providing Voting Instructions by Proxy


Alternatively, you may have your shares of SPX FLOW common stock voted in one of the following three ways, whether or not you plan to attend the Special Meeting:












by submitting a proxy by telephone by calling     and following the telephone voting instructions printed on your proxy card;













by submitting a proxy over the Internet at www.proxyvote.com and following the Internet voting instructions printed on your proxy card; or













by marking, signing and dating each proxy card you receive and returning it in its accompanying postage-paid envelope.



If you are submitting a proxy by telephone or over the Internet, your voting instructions must be received by 11:59 p.m. (Eastern Time) on    , 2022.


Submitting a proxy by telephone, over the Internet or by mail will not prevent you from voting in person at the Special Meeting. You are encouraged to submit a proxy by telephone, over the Internet or by mail, even if you plan to attend the Special Meeting, to ensure that your shares of SPX FLOW common stock are represented at the Special Meeting.


If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record on the Record Date, unless you attend the Special Meeting and





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cast your vote on the proposals in person, the effect will be that your shares of common stock will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “

AGAINST

” the Merger Proposal, the Advisory Compensation Proposal, and the Adjournment Proposal.





Shares of Common Stock Held in “Street Name”


If your shares of common stock are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank or other nominee will send you instructions as to how to provide voting instructions for your shares. Many brokerage firms and banks have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by a voting instruction form.


In accordance with the rules of NYSE, brokers, banks and other nominees that hold shares of common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Proposal, the Advisory Compensation Proposal or the Adjournment Proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions with respect to these proposals from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Therefore, unless you attend the Special Meeting with a properly executed legal proxy from your broker, bank, or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your shares of SPX FLOW common stock not being voted on the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal and will have the same effect as a vote “

AGAINST

” the Merger Proposal. The failure to instruct your nominee will have no effect for the Advisory Compensation Proposal or the Adjournment Proposal.





Revocation of Proxies


Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the Special Meeting by:












submitting a new proxy dated after the date of the proxy being revoked, by using the telephone or internet proxy submission procedures described above, or by completing, signing, dating and returning a new proxy card by mail to SPX FLOW, in each case, in accordance with the instructions on the enclosed proxy card;













delivering to the Company's secretary a signed written notice of revocation bearing a date later than the date of the proxy, stating that the proxy is revoked; or













attending the Special Meeting and voting your shares of SPX FLOW common stock in person (your attendance at the meeting will not, by itself, revoke your proxy; you must also vote in person at the meeting).



Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to SPX FLOW or by sending a written notice of revocation to SPX FLOW, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by SPX FLOW before the Special Meeting.


If you hold your shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the Special Meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote at the Special Meeting.





Abstentions


An abstention occurs when a stockholder attends a meeting, either physically or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the Special Meeting for purposes of determining whether a quorum has been achieved.


Abstaining from voting will have the same effect as a vote “

AGAINST

” for all three proposals





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Solicitation of Proxies


SPX FLOW's Board is soliciting your proxy, and SPX FLOW will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of SPX FLOW's outstanding common stock. The Company has retained D.F. King, a proxy solicitation firm, to assist SPX FLOW's Board in the solicitation of proxies for the Special Meeting, and we expect to pay D.F. King approximately $20,000, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone, or via the Internet by D.F. King or, without additional compensation, by certain of SPX FLOW's directors, officers and employees.





Other Information


You should not return your stock certificate or send documents representing common stock with the proxy card.

If


the Merger is completed, the paying agent for the Merger will send you a letter of transmittal and related materials


and instructions for exchanging your shares of common stock for the merger consideration.






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Proposal No. 1 – The Merger


The description of the Merger in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety.





Certain Effects of the Merger


Pursuant to the terms of the Merger Agreement, if the Merger Agreement is approved by SPX FLOW's stockholders and the other conditions to the closing of the Merger are satisfied or waived, Merger Sub will be merged with and into SPX FLOW, with SPX FLOW surviving the Merger as a wholly owned subsidiary of Buyer.


Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, each share of common stock issued and outstanding immediately before the Effective Time (other than shares held by the Company as treasury shares, owned by Buyer or Merger Sub or held by any holders who have properly demanded and perfected appraisal rights in compliance with Section 262)


will be converted into the right to receive the Per Share Price of $86.50, without interest, and SPX FLOW Restricted Shares, Options, Restricted Stock Units and PSUs will be converted as described in the section entitled “

The Merger Agreement—Treatment of Company Equity Awards

”. Buyer, SPX FLOW, Merger Sub, and the paying agent for the merger consideration will each be entitled to deduct and withhold any amounts due under applicable tax laws from the amounts that would otherwise be payable under the terms of the Merger Agreement.


The Company's common stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “FLOW.” As a result of the Merger, SPX FLOW will cease to be a publicly traded company and will be wholly owned by Buyer. Following the completion of the Merger, SPX FLOW common stock will be delisted from the NYSE and deregistered under the Exchange Act, and SPX FLOW will no longer be required to file periodic reports with the SEC with respect to its common stock in accordance with applicable law, rules and regulations.





Background to the Merger


The following chronology summarizes the key events that led to the signing of the Merger Agreement and does not purport to catalogue every conversation, nor the details of every conversation, involving the Board, the Committee (as defined below), management or other representatives of SPX FLOW and other parties. Other than as described below and for contacts in the ordinary course of our business, there have been no material contacts between SPX FLOW and Lone Star in the two years preceding the signing of the Merger Agreement.


On September 26, 2015, SPX Corporation distributed 100% of the common stock of SPX FLOW to its stockholders in a spin-off transaction (the “Spin-Off”). Since the consummation of the Spin-Off, the Board and SPX FLOW's management have regularly reviewed SPX FLOW's business strategy and strategic plan in light of SPX FLOW's competitive position, industry trends and other potential challenges and opportunities in executing such business strategy and strategic plan. As part of this regular review, the Board and management have also worked together to evaluate performance against SPX FLOW's strategic plan (including its short- and long-term operational and stock price performance) and to identify strategic and financial opportunities to maximize stockholder value. In addition, to assist SPX FLOW in connection with certain strategic matters (including in connection with assisting it evaluating and responding to unsolicited acquisition proposals), SPX FLOW retained Morgan Stanley in March of 2016 to act as its financial advisor.


Beginning in 2018, SPX FLOW initiated a focus on enhancing stockholder value by improving gross margins and increasing recurring revenue. Consistent with these objectives, SPX FLOW conducted a detailed strategic review of its product lines, working with an external consultant to focus on the products and market verticals where SPX FLOW had a strong value proposition for customers and could grow profitably. This strategic review also included a plan to focus its Food and Beverage Systems business to emphasize process technologies with a strong value proposition to customers. The review also led the Board to the decision to divest its former Power and Energy reportable segment business in a transaction that closed on March 30, 2020. During 2020, SPX FLOW also launched an “80/20” initiative designed to utilize a data driven approach to identify and focus efforts on products and customers in target markets that were likely to generate higher growth and higher margins. These efforts, together with other initiatives, resulted in adjusted operating margins increasing from approximately 8.1% in 2018 to approximately 11.8% for the first three quarters of 2021, an improvement of 370 basis points.





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In 2021, SPX FLOW remained focused on continued execution of the 80/20 initiative and other efforts designed to further improve gross margins, including through overall enterprise productivity enhancements and reductions in SG&A and supply chain costs.


On March 11, 2021, SPX FLOW hosted a virtual investor day in which it highlighted its three year strategic objectives to achieve (i) low- to mid- single digit organic revenue growth, (ii) mid-teens operating income margins and (iii) acquired revenue of $200-300 million. The investor day presentation also noted the four foundational pillars supporting these objectives: (i) profitable growth, (ii) high return investments, (iii) improved customer experience and (iv) strong commitment to people and culture.


On May 5, 2021, SPX FLOW announced results for its first fiscal quarter that reflected a year over year increase in organic revenue of 19% and a significant improvement in gross margins.


In early May, 2021, representatives of Morgan Stanley became aware through its ongoing dialogue with representatives of Ingersoll Rand Inc. (“Ingersoll Rand”), on an unsolicited basis, of Ingersoll Rand's possible interest in pursuing a potential strategic transaction with SPX FLOW. Representatives of Morgan Stanley updated Marcus Michael, President and Chief Executive Officer of SPX FLOW, of this information, who subsequently updated Robert Hull, the Chairman of the Board and Peter Ryan, SPX FLOW's Chief People Officer and General Counsel.


At the Board's regularly scheduled meeting on May 12, 2021, Mr. Michael informed the Board of the information he had learned from representatives of Morgan Stanley about Ingersoll Rand's possible interest in a strategic transaction and the Board authorized Mr. Michael to engage in preliminary discussions with Ingersoll Rand in the event he was contacted by Ingersoll Rand.


On May 13, 2021 and May 14, 2021, Mr. Michael and Vincente Reynal, chief executive officer of Ingersoll Rand, through a series of emails initiated by Mr. Reynal, arranged a lunch meeting for May 18, 2021.


At the lunch meeting on May 18, 2021, Mr. Reynal indicated that Ingersoll Rand had conducted diligence based on publicly available information and would be interested in pursuing a potential acquisition of SPX FLOW. Mr. Michael told Mr. Reynal that he appreciated the interest and that SPX FLOW and its Board would take seriously any opportunity to create value for SPX FLOW and its stockholders. No discussions occurred at this meeting with respect to price, structure or any other potential terms related to a transaction.


Following the lunch meeting on May 18, 2021, Mr. Michael separately briefed Messrs. Hull and Ryan on his conversation with Mr. Reynal. Thereafter, Mr. Ryan apprised SPX FLOW's outside counsel, Winston & Strawn LLP (“Winston”), of the meeting between Messrs. Michael and Reynal. This discussion between Mr. Ryan and Winston included a review of, among other things, the fiduciary duties of the Board in considering a potential offer by Ingersoll Rand and the guidelines that management not engage in discussions with any potential acquiror concerning post-closing compensation or equity arrangements until expressly permitted by the Board.


On or around May 19, 2021, Mr. Michael directed Morgan Stanley to update its annual valuation materials on the Company.


On May 22, 2021, Mr. Michael provided an oral update on his conversations with Mr. Reynal to a broader group of directors that included Mr. Hull, David Singer and Patrick Campbell.


On May 26, 2021, Mr. Michael placed a telephone call to Mr. Reynal. During this call, Mr. Michael explained that, as outlined in its 2021 investor day presentation and as demonstrated by its operating performance in the first quarter, SPX FLOW had a plan to drive value creation for its stockholders and, therefore, any proposal to acquire the Company should reflect the value of such opportunity. Mr. Reynal responded by indicating that Ingersoll Rand was prepared to send a letter formally expressing its interest in exploring a transaction with SPX FLOW.


Thereafter, at Mr. Michael's direction, a special meeting of the Board was scheduled for June 1, 2021, in order to further consider the overtures made by Ingersoll Rand.


On May 27, 2021, Mr. Michael received an email from Mr. Reynal, which included a letter from Ingersoll Rand (the “May 27 IR Proposal”). The May 27 IR Proposal set forth a valuation for SPX FLOW of $81.50 per share in an all cash transaction. The May 27 IR Proposal was a non-binding expression of interest and indicated that Ingersoll Rand would need four to five weeks to complete due diligence and negotiate definitive documentation.





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Also on May 27, 2021, Mr. Michael discussed the May 27 IR Proposal with Messrs. Hull and Ryan and the plan to include it on the agenda for the special meeting of the Board already scheduled for June 1, 2021. Thereafter, Mr. Ryan discussed the May 27 IR Proposal with Winston, including potential responses to the proposal and the Board's obligations with respect to the proposal.


On May 28, 2021, Messrs. Michael and Ryan held a telephone call with representatives of Morgan Stanley in order to discuss the May 27 IR Proposal and potential responses by SPX FLOW.


On June 1, 2021, a special meeting of the Board was convened in order to consider and discuss the May 27 IR Proposal. At this meeting, Mr. Ryan led the Board in a review of materials related to corporate governance (including that management not engage in discussions with any potential acquiror concerning post-closing compensation or equity arrangements until expressly permitted by the Board) and the fiduciary duties of directors in the context of an unsolicited acquisition proposal. The Board then discussed the May 27 IR Proposal in the context of the value that could be delivered to the stockholders of SPX FLOW by continued execution of the strategic plan and related initiatives already underway. The Board also reviewed and discussed projections provided by SPX FLOW management and the preliminary valuation views prepared by Morgan Stanley based on such projections. These projections included the Management Case—Long Range Plan (as defined below), which reflect the Company achieving a target Adjusted EBITDA margin of 24.0% by 2025. Based on these discussions, the Board determined that the May 27 IR Proposal undervalued SPX FLOW and its growth prospects. Accordingly, the Board determined that the May 27 IR Proposal should be rejected. In addition, at this special meeting the Board reviewed and approved resolutions authorizing the formation of a strategic alternatives committee of the Board comprised of Messrs. Hull, Campbell and Singer (with Mr. Singer serving as the chair) to facilitate review of strategic alternatives, including a potential transaction with Ingersoll Rand (such committee, the “Committee”).


On June 2, 2022, consistent with the directive from the Board, Mr. Michael sent a response letter to Mr. Reynal indicating that the Board had unanimously concluded that the valuation contemplated by the May 27 IR Proposal undervalued SPX FLOW and its future prospects.


On June 10, 2021, Messrs. Michael and Reynal agreed to speak on the morning of June 11, 2021.


Later on June 10, 2021, Ingersoll Rand sent SPX FLOW a second letter relating to a non-binding indication of interest in a potential transaction (the “June 10 IR Proposal”). The June 10 IR Proposal contemplated a valuation for SPX FLOW at $85.00 per share in an all cash transaction. The June 10 IR Proposal also provided high-level background on Ingersoll Rand's valuation approach, indicating that from Ingersoll Rand's perspective its offer provided SPX FLOW with full credit for the business plan outlined in its investor day presentation and assumed that SPX FLOW could achieve the near and medium term objectives described in that plan.


Also on June 10, 2021, Mr. Michael provided the June 10 IR Proposal to each of Messrs. Hull, Ryan and Jaime Easley, Vice President and Chief Financial Officer of SPX FLOW.


On June 11, 2021, Messrs. Michael and Reynal spoke on the telephone to discuss the June 10 IR Proposal. During this call, Messrs. Michael and Reynal discussed the valuation contemplated by the June 10 IR Proposal and Mr. Reynal explained the assumptions underlying such valuation. Mr. Michael indicated that SPX FLOW would carefully review the June 10 IR Proposal and respond on a timely basis.


Also on June 11, 2021, Mr. Michael apprised each of Messrs. Hull, Easley and Ryan of his conversation with Mr. Reynal. Thereafter, Messrs. Michael, Easley and Ryan also discussed the June 10 IR Proposal with representatives of Morgan Stanley, who provided input on the process for any potential engagement with Ingersoll Rand. Mr. Ryan also discussed with Winston the June 10 IR Proposal and the potential responses to the updated proposal. Following these discussions, Mr. Michael requested a meeting of the Committee be scheduled for June 13, 2021 in order to provide the Committee with an opportunity to review and discuss the June 10 IR Proposal.


The Committee met on June 13, 2021. This meeting was also attended by Messrs. Michael, Easley and Ryan. At this meeting, the Committee reviewed and discussed the June 10 IR Proposal. Discussion then turned to the input and advice received by SPX FLOW from representatives of Morgan Stanley and Winston in respect of the unsolicited proposals from Ingersoll Rand. The Committee discussed the key elements of SPX FLOW's valuation, assuming the continued execution of its strategic plan based on management's projections, and also discussed potential interest in SPX FLOW from other third parties. The Committee also discussed the potential benefits and detriments of further engagement with Ingersoll Rand. Following such discussion, the Committee directed Mr. Michael to convey to Mr. Reynal that SPX FLOW rejected the June 10 IR Proposal.





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On June 14, 2021, Mr. Michael had a telephone conversation with Mr. Reynal, during which he indicated that SPX FLOW believed that the June 10 IR Proposal undervalued SPX FLOW. Mr. Michael indicated that if Ingersoll Rand desired to receive non-public information on SPX FLOW's strategic initiatives and opportunities, Ingersoll Rand would need to provide an offer with a higher valuation than that contemplated by the June 10 IR Proposal. In response, Mr. Reynal agreed to review the terms of the June 10 IR Proposal further with his executive team and advisors and indicated that he would speak again soon with Mr. Michael.


On June 15, 2021, Mr. Reynal sent Mr. Michael an email indicating that, following further internal conversation, Ingersoll Rand's proposed valuation remained at $85.00 per share. Mr. Reynal also indicated that, while he understood SPX FLOW's belief in its long-term plan, such plan involved a number of execution risks and uncertainties. Mr. Reynal's email further indicated that Ingersoll Rand would not be in a position to increase its offer any further unless non-public information provided under a non-disclosure agreement indicated that SPX FLOW was materially ahead of plan and demonstrated an ability to drive more value than that contemplated by the investor day presentation.


Also on June 15, 2021, Mr. Michael discussed Mr. Reynal's email with Messrs. Ryan and Easley. Thereafter, Mr. Ryan provided Winston with a status update on the process and discussed appropriate next steps. Following those discussions, Mr. Ryan provided an email update to the Committee.


On June 18, 2021, Mr. Michael advised Mr. Reynal in a brief telephone call that SPX FLOW would provide a response to the June 10 IR Proposal the following week. Later on the same day, Mr. Michael provided the Committee with another written status update. He also shared with the Committee a draft response letter to the June 10 IR Proposal and Mr. Reynal's email on June 15, 2021. The Committee reviewed the proposed draft response letter and the Committee confirmed agreement with the approach.


On the same day, Mr. Michael sent to Mr. Reynal a response letter to the June 10 IR Proposal and Mr. Reynal's email on June 15, 2021. This response letter was substantially in the form previously agreed to by the Committee. The response letter stated that the Company believed that the June 10 IR Proposal undervalued SPX FLOW. The response letter also indicated that, in light of the valuation gap between the parties, the Company was not willing to provide confidential information about SPX FLOW.


On June 25, 2021, Mr. Michael provided a written update to the Board detailing deliberations of the Committee, discussions with advisors and the current status of interactions with Ingersoll Rand.


On July 17, 2021, SPX FLOW received a request for comment from The Wall Street Journal related to a story the newspaper planned to publish relating to Ingersoll Rand's interest in SPX FLOW. Thereafter, Mr. Michael discussed the request for comment with Messrs. Hull, Easley and Ryan. Mr. Ryan also contacted Winston and discussed the Company's legal obligations in responding to this inquiry. Following these discussions, SPX FLOW advised The Wall Street Journal that, as a matter of policy, the Company did not comment on rumors and market speculation. Mr. Michael also provided the Board with a written update, advising them of The Wall Street Journal's request for comment and the likelihood that a story would be published with respect to Ingersoll Rand's interest in SPX FLOW.


On July 18, 2021, The Wall Street Journal published a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW and that the most recent all-cash offer valued SPX FLOW “in the low $80's per share.”


On July 19, 2021, Ingersoll Rand issued a press release confirming that it had made an all-cash non-binding proposal to acquire SPX FLOW for $85 per share and the SPX FLOW Board had rejected the proposal. The release also stated that Ingersoll Rand “remain(s) committed to engaging with SPX FLOW” and that SPX FLOW is a “strong strategic fit” with Ingersoll Rand. Finally, the release noted that there can be no assurance that its proposal will result in a definitive agreement or that the proposed transaction or any other transaction will be approved or consummated.


Also on July 19, 2021, Messrs. Michael and Easley received unsolicited telephone calls from several stockholders regarding Ingersoll Rand's press release that, as a general matter, were supportive of the Company pursuing a transaction at the valuation proposed by Ingersoll Rand.


On the same day, Mr. Ryan also updated the Board and the Committee and solicited input on a potential press release to respond to Ingersoll Rand's public statement.





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Following the close of trading on July 19, 2021, SPX FLOW issued a press release confirming that the Company had rejected an unsolicited, conditional, non-binding proposal from Ingersoll Rand at $85.00 per share. The press release noted that the Board and management team were open to all avenues to deliver stockholder value and remained focused on sustained and profitable growth.


The Committee met on the morning of July 20, 2021. The Committee discussed the public statement by Ingersoll Rand confirming its proposal and the unsolicited feedback from stockholders of SPX FLOW. The Committee then discussed and considered, among other things, the communication strategy for the earnings call scheduled for August 4, 2021, the possibility of initiating a formal outreach to potential acquirors following such earnings call and the potential for additional unsolicited offers to be made to acquire the Company. The Committee also directed Mr. Ryan to provide a written summary update for the full Board.


Later in the day, the chief executive officer of a publicly listed company (“Strategic Party 1”) sent Mr. Michael an unsolicited message stating that he had been watching the news and indicating receptivity to discussions with SPX FLOW regarding any strategic alternatives. Mr. Michael provided this message to Mr. Ryan and discussed an appropriate response with him. Mr. Ryan then provided an email update to representatives of Morgan Stanley and Winston on the unsolicited message and proposed response. Thereafter, Mr. Michael sent a reply message to the chief executive of Strategic Party 1 indicating appreciation for the outreach and that he would be in touch following the Company's earnings call.


On July 22, 2021, a long-time stockholder that indicated it beneficially owned approximately 4% of the Company's stock, delivered an unsolicited letter to the Board. The purpose of the letter was to state unequivocally that the stockholder would vote in favor of any offer for SPX FLOW at or above $85 and its belief that such a price fully reflected the value of SPX FLOW as a stand-alone company. The letter also strongly urged the Board to maximize stockholder value by publicly announcing, and immediately starting, a formal process that included both good faith negotiations with Ingersoll Rand and a demonstration of willingness to engage with other potential acquirors. The letter also indicated that the stockholder intended to make the contents of its letter public by July 28, 2021, if the Company did not publicly announce a process prior to such time.


The Committee met again on the morning of July 24, 2021, in order to discuss, among other things, the public disclosure of Ingersoll Rand's proposal and stockholder feedback, including the stockholder letter dated July 22, 2021. At this meeting, representatives of Morgan Stanley led the Committee in a discussion of the potential benefits and challenges associated with formally announcing a review of strategic alternatives. This discussion was followed by a review by Winston of the fiduciary duties of the Board relating to a decision to initiate and announce a formal review of strategic alternatives. Following further discussion on next steps, valuation matters, timing and the upcoming earnings call, the Committee agreed to call a meeting of the full Board for the following day and directed Mr. Ryan to send an update to the full Board summarizing the status of the Committee's deliberations.


The Board met on the morning of July 25, 2021. At the meeting, Mr. Michael provided an overview of the press reports relating to the unsolicited proposals from Ingersoll Rand, Ingersoll Rand's public confirmation of such proposals, the communication strategy in response thereto, feedback from stockholders of SPX FLOW and the deliberations of the Committee with respect to the timing and announcement of a potential review of strategic alternatives (including a possible sale transaction or a determination to continue to execute on SPX FLOW's strategic plan). Thereafter, representatives of Morgan Stanley provided the Board with their insights related to the then current circumstances, including market and investor reaction to the disclosures of the unsolicited proposals from Ingersoll Rand. Following this discussion by Morgan Stanley, the Board reviewed the potential benefits and challenges of initiating a formal review of a strategic review (including a possible sale transaction or a determination to continue to execute on SPX FLOW's strategic plan) and related public announcement. The Board also discussed valuation, how best to create a competitive process designed to maximize stockholder value and the manner in which Ingersoll Rand would be engaged in, and may respond to, a competitive process. Winston then provided an overview on the Board's fiduciary duties. Following further discussion by the Board, the Board determined, based on a variety of factors (including input from stockholders of SPX FLOW, market response and unsolicited interest from another potential strategic acquiror) to initiate a formal review of strategic alternatives (including a possible sale transaction or a determination to continue to execute on SPX FLOW's strategic plan) and to make prompt public disclosure of such decision.


On July 26, 2021, SPX FLOW issued a press release announcing a review of strategic alternatives, including a possible sale or merger of SPX FLOW or the continued execution of SPX FLOW's standalone strategy, including its strategic plan.





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Under the direction of the Board, between the public announcement of the strategic review process on July 26, 2021 and the announcement of the signing of the Merger Agreement on December 13, 2021, representatives of Morgan Stanley sought to engage 23 potential strategic parties (including Ingersoll Rand) and eight financial parties (including Lone Star) in the exploration of a potential acquisition of SPX FLOW. During the course of the strategic review process, eight strategic parties and seven financial parties (including Lone Star) ultimately signed a non-disclosure agreement. Ingersoll Rand was provided a form of the non-disclosure agreement, but did not execute, or provide comments to, the form of non-disclosure agreement.


These non-disclosure agreements were all based on the same form non-disclosure agreement and all but one non-disclosure agreement executed by SPX FLOW included a standstill provision. Each non-disclosure agreement that was entered into by SPX FLOW with a standstill provision contained exceptions to the provision, including that private, non-public discussions and proposals to the Board or the officers of SPX FLOW were expressly permitted. The non-disclosure agreement without a standstill provision was entered into with Strategic Party 1.


Throughout the month of August, SPX FLOW and its advisors engaged in intensive work on the confidential presentation materials and sell-side due diligence efforts (including the population of a virtual data room).


On August 16, 2021, Mr. Ryan placed a phone call and sent an email to the general counsel of Ingersoll Rand regarding Ingersoll Rand's potential interest in participating in the strategic review process, but received no immediate response to either communication.


On August 18, 2021 and August 19, 2021, the Board held a regularly scheduled meeting via videoconference. This Board meeting included an update from representatives of Morgan Stanley on the status of the strategic review process, including the various parties that expressed interest and those parties that declined to participate in the strategic review process and an illustrative timeline for the strategic review process.


On August 24, 2021, Mr. Michael invited Mr. Reynal to a lunch meeting.


On August 25, 2021, Mr. Reynal told Mr. Michael that Ingersoll Rand was still evaluating next steps with its board of directors. Mr. Reynal noted that he expected to have an update by August 31 and that he would reach-out at that time. Mr. Michael suggested an in-person meeting, but did not receive a response from Mr. Reynal.


Between August 26, 2021 and August 31, 2021, management continued to work with the Company's advisors to finalize key documents for the strategic review process, including the management presentation and process letter. Drafts of the management presentation were also provided to the Board and to the Committee. In addition, Mr. Michael provided the Committee with a written update regarding prospective purchasers interested in participating in the strategic review process.


On August 31, 2021, at the direction of the Committee, Morgan Stanley delivered a process letter to prospective acquirors then participating in the strategic review process. This process letter requested that an initial indication of interest be delivered by the end of September, which was in advance of the Board's next scheduled meeting. The prospective acquirors were requested to provide, among other things, a proposed valuation for SPX FLOW on a price per share basis, the assumptions underlying such valuation and the form of merger consideration to be delivered. In addition, the process letter requested that bidders identify proposed financing sources and the time required to complete due diligence and negotiate definitive agreements. The process letter indicated that, following the submissions of the indications of interest, a limited number of parties would be selected to move on to the second stage of the transaction process (at which time additional guidance would be provided to prospective acquirors).


On September 1, 2021, management of SPX FLOW delivered its first management presentation to a prospective acquiror in connection with the strategic review process. During the course of the strategic review process, six parties (including two strategic parties and four financial parties) engaged in virtual or in-person meetings with the SPX FLOW management team.


Also on September 1, 2021, Ingersoll Rand issued a press release stating that Ingersoll Rand would not participate in SPX FLOW's strategic review process. Mr. Reynal wrote Mr. Michael contemporaneously with the issuance of the press release and provided the same message. Mr. Michael responded by indicating that SPX FLOW remained available to engage with Ingersoll Rand if Ingersoll Rand decided to reengage. Thereafter, Mr. Ryan provided the Board with a written update summarizing the Ingersoll press release and the communications between Messrs. Reynal and Michael.





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On September 3, 2021, a virtual data room was opened to prospective acquirors. During the course of the strategic review process, six parties (including one strategic party and five financial parties) were provided access to the virtual data room.


On September 9, 2021, while SPX FLOW management continued to meet with prospective acquirors, representatives of Morgan Stanley received a verbal indication from Strategic Party 1 regarding potential interest in an alternative to a sale of SPX FLOW, whereby Strategic Party 1 would contribute certain business divisions into SPX FLOW in exchange for stock in SPX FLOW. The assets proposed to be contributed were non-core to SPX FLOW and inconsistent with the Company's strategic plan. Strategic Party 1 did not ultimately provide a formal indication of interest with respect to the above described proposal or an acquisition of SPX FLOW.


On September 11, 2021, the Committee met. During this meeting, the Committee discussed, among other things, the announcement by Ingersoll Rand that it would not participate in the strategic review process and the status of ongoing meetings with prospective acquirors (including the verbal indication of interest from Strategic Party 1). In addition, the Committee also discussed the agenda for the regularly scheduled Board meetings at the end of September, including SPX FLOW's strategic plan, valuation and matters related to the strategic review process.


On September 21, 2021, representatives of Morgan Stanley delivered to the Board a relationship disclosure memo.


On September 27, 2021, a private equity fund (“Financial Party 1”) submitted a non-binding indication of interest that valued SPX FLOW at between $85.00 and $87.50 per share in an all-cash transaction. Key assumptions underlying this indication of interest included: (i) that the historical and 2021E EBITDA provided for review of the prospective acquirors reflected the maintainable GAAP earnings base of the business, and (ii) management's forecast for 2021 and 2022 was achievable. The indication of interest from Financial Party 1 did not include any information on its plans or proposals for management compensation arrangements. Financial Party 1's indication of interest did not indicate how long it would need in order to complete due diligence on, and reach a definitive agreement with, SPX FLOW.


On September 28, 2021, Lone Star submitted a non-binding indication of interest that valued SPX FLOW at $85.00 per share in an all-cash transaction. Key assumptions underlying this indication of interest included: (i) 2021 outlook and performance, including an assumption of adjusted 2021 run-rate EBITDA being in excess of $310 million (excluding public company costs and non-cash corporate expenses), and (ii) confirmation of the Company's ability to execute against the longer term strategic plan. The indication of interest from Lone Star did not include any information on its plans or proposals for management compensation arrangements. Lone Star's indication of interest did not indicate how long it would need in order to complete due diligence on, and reach a definitive agreement with, SPX FLOW.


On September 28, 2021 and September 29, 2021, the Board held a regularly scheduled meeting. These meetings included discussions of, among other things, the status of the strategic review process. In particular, representatives of Morgan Stanley discussed the status of the strategic review process, including the status of discussions with prospective acquirors and a review of the preliminary valuation analysis with respect to various strategic alternatives. Mr. Easley presented on the Management Case—Long Range Plan and valuation of the Company. Thereafter, Winston reviewed, among other things, the fiduciary duties of the Board in connection with the strategic review process.


Also on September 29, 2021, SPX FLOW learned that a strategic party (“Strategic Party 2”) had determined to withdraw from the process following review of the potential transaction with its board of directors.


No strategic parties remained involved in the strategic review process following the withdrawal of Strategic Party 2. Other than Financial Party 1 and Lone Star, no other party submitted an indication of interest.


Following submissions of the indications of interest by Financial Party 1 and Lone Star, each of Financial Party 1 and Lone Star were directed to continue their due diligence efforts and provide an update to their indication of interest in advance of the Board's next scheduled meeting on November 1, 2021. Morgan Stanley requested that the updated proposal focus on valuation, sources and uses (including detailed information on the status of discussions with debt financing sources), remaining diligence and work-streams and time required to reach a signed transaction.


On October 12, 2021, SPX FLOW hosted in-person meetings with representatives of Lone Star in the Company's corporate headquarters in Charlotte, North Carolina. Representatives from SPX FLOW in attendance at this meeting included Messrs. Michael, Easley, Ryan and Tyrone Jeffers, Vice President, Global Manufacturing and Supply Chain for SPX FLOW along with representatives from Morgan Stanley. The meeting agenda included a review of the history of the SPX FLOW business, market dynamics and trends, go-to-market model and strategy, and 2021 and multi-year operational expectations.





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On the same day and following the in-person October 12, 2021 meeting, Messrs. Michael and Easley and representatives from Lone Star attended a dinner meeting together along with representatives from Morgan Stanley. During this dinner the group discussed their personal experiences relative to business as well as Lone Star's experience as an owner of operating companies.


On October 20, 2021 and October 21, 2021, representatives from Lone Star conducted site visits to SPX FLOW's Rockford, IL and Delavan, WI facilities. Representatives in attendance at these site visits from SPX FLOW included Messrs. Michael and Jeffers along with representatives from Morgan Stanley. During the site visits, the parties also discussed Lone Star's observations regarding SPX FLOW's end markets, key product lines and operating structure.


On October 22, 2021, representatives of Morgan Stanley delivered to the Board an updated relationship disclosure memo.


On October 25, 2021, a letter was delivered to the Board by a stockholder of SPX FLOW. The letter stated, among other things, the stockholder's belief that a sale transaction would be in the best interests of SPX FLOW and its stockholders. The letter also indicated the stockholder's belief that management's long-term vision and plan for SPX FLOW, as articulated at the investor day presentation, were viewed by the investment community as aggressive and subject to significant execution risk, the result of which was that market participants were applying significant risk-weighted adjustments to management's forecasts. The letter stated that such doubt held within the investment community would continue to limit the potential for value creation on a standalone basis.


On the same day, Mr. Ryan provided the Committee with a written summary and copy of the stockholder letter.


On October 27, 2021, Financial Party 1 indicated that it would not submit an updated bid and would be withdrawing from the process.


On October 28, 2021, Lone Star submitted an updated proposal reaffirming its interest in acquiring SPX FLOW in an all cash transaction that valued SPX FLOW at $85.00 per share. Lone Star's updated proposal indicated that threshold commercial, business and industry diligence was completed and that remaining diligence would be focused on: (i) the near-term free cash flow profile and liquidity of SPX FLOW, and (ii) completion of customary confirmatory diligence (and the issuance of due diligence reports) by third party advisors. Lone Star's proposal included a detailed sources and uses for the proposed transaction, which did not contemplate any rollover by management (and no other terms were otherwise provided in the updated proposal regarding Lone Star's plans with respect to management). The proposal concluded with a statement that Lone Star was confident in its ability to complete due diligence and negotiate definitive agreements within a period of 30 days.


On the same day, Messrs. Michael, Easley and Ryan met with representatives of Morgan Stanley in order to review the updated proposal submitted by Lone Star, the withdrawal from the process by Financial Party 1, the stockholder letter received October 25, 2021 and potential next steps with respect to the strategic review process.


On October 29, 2021, the Committee met in order to, among other things, review the status of the strategic review process and to discuss the stockholder letter received on October 25, 2021. At the meeting, the Committee engaged in a detailed review of Lone Star's diligence efforts to date, the updated proposal submitted by Lone Star on October 28, 2021 and valuation analysis of the Company. Following these discussions, the Committee determined to proceed with a final stage of due diligence and engagement with Lone Star, with the objective of finalizing terms for the Board's consideration prior to its regularly scheduled meeting in December. In addition, the Committee then considered the possibility of having Mr. Michael reach out to Strategic Party 2 to discuss its potential interest in re-engaging in the process.


On November 1, 2021, the Board met in order to, among other things, review the status of the strategic review process. Representatives of Morgan Stanley discussed the status of Lone Star's engagement with the sale process and provided an overview of Lone Star's updated proposal. The representatives of Morgan Stanley also provided a preliminary analysis of the Lone Star proposal from a valuation perspective, including a review of the proposal based on comparable transactions. The Board also reviewed and discussed projections provided by SPX FLOW management and the valuation views prepared by Morgan Stanley based on such projections. These projections included (i) the Management Case—Long Range Plan, and (ii) the Management Case—Adjusted, which was developed by management at the direction of the Board in order to reflect cost saving and other initiatives only to the extent already substantially implemented and reflected the Company achieving a target Adjusted EBITDA margin of only 22.0% by 2025. Winston then provided an overview on the fiduciary duties of the Board in considering Lone Star's updated





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proposal. The Board then discussed next steps in connection with Lone Star's updated indication of interest and the timeline required in order to obtain an actionable binding offer.


On November 5, 2021, Winston provided a draft of the Merger Agreement to Lone Star's counsel, Gibson, Dunn & Crutcher LLP (“Gibson”).


On November 11, 2021, Messrs. Michael and Ryan met with representatives of Morgan Stanley following SPX FLOW's earnings call for its third quarter. This meeting included a discussion on feedback received from stockholders. In addition, the participants on the call considered the merits of reaching out to Strategic Party 2 to discuss potential interest in re-engaging in the process. Following this discussion, it was determined that Mr. Michael would reach out to the chief executive officer of Strategic Party 2 in order to determine whether Strategic Party 2 was interested in re-engaging.


Over the course of November 18, 2021 and November 19, 2021, representatives of Lone Star and representatives of SPX FLOW management participated in due diligence sessions held in person at the Company's corporate headquarters in Charlotte, North Carolina and held dinner meetings. Representatives of Morgan Stanley were also present at these due diligence sessions and dinner meetings.


On November 23, 2021, Mr. Michael spoke with the chief executive of Strategic Party 2. The chief executive of Strategic Party 2 indicated that he did not believe there was any change in its position, but he would follow-up with Mr. Michael.


Also on November 23, 2021, Gibson provided Winston with a detailed markup on the draft Merger Agreement. These comments included, among other things, the following:












The addition of a requirement that SPX FLOW cooperate in good faith and use commercially reasonable efforts to repatriate cash, as requested by Lone Star, to the United States from any foreign jurisdiction in as tax- and cost-efficient a manner as reasonably practicable, with a view to maximizing the amount of SPX FLOW's cash held in the United States (and including a cap on the amount of cash permitted to be held in the People's Republic of China as of the closing date);













The addition of a marketing period for the debt financing that would not commence until closing conditions are satisfied (other than those that can only be satisfied at closing), the Required Information (as defined therein) has been delivered and 20 business days (without counting blackout periods) have elapsed;













The removal of the requirement for Lone Star to enforce its rights under the Debt Commitment Letter in the event of a breach by the lenders;













The addition of a prohibition on the Company paying dividends to its stockholders after signing of the Merger Agreement;













The proposed treatment of all outstanding performance-based restricted stock units to vest at the target level of performance set forth in each award agreement;













An increase of the company termination fee from 2% to 4% of the equity value of the transaction and the addition of a requirement that such fee be payable (a) upon termination of the Merger Agreement by Lone Star following a change of recommendation by the Board or (b) in the event that the stockholder vote fails to pass following such a change of recommendation;













An additional termination fee payable by SPX FLOW equal to 1% of the equity value of the transaction in the event that SPX FLOW failed to secure stockholder approval for the transaction; and













A reduction of the termination fee payable by buyer from 10% to 4% of the equity value of the transaction and the addition of language providing that such buyer termination fee would be the sole and exclusive monetary remedy in the event of a debt financing failure or any other breach under the Merger Agreement.



Also on November 23, 2021, there was an increase in buying activity in the stock of SPX FLOW that appeared to coincide with inaccurate reports relating to the strategic review process undertaken by the Company, including inaccurate reports that the Company had received offers as part of its process that valued the Company at $97 per share of SPX FLOW common stock. Following discussions with representatives of Morgan Stanley and Winston, SPX FLOW management provided the Committee with a written update on such activity. The Committee, after reviewing the update provided by SPX FLOW management, determined that, consistent with the Company's established policy, SPX FLOW should not respond to the reports.





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On November 24, 2021, SPX FLOW management provided a written update to the Board on the unsubstantiated takeover rumors.


On November 29, 2021, Winston and Gibson met by videoconference to review open issues related to Gibson's markup of the Merger Agreement. Winston focused its feedback on key issues, including the marketing period for Lone Star's debt financing, the requirement for Lone Star to enforce its rights under the Debt Commitment Letter, the Company's ability to continue paying dividends to its stockholders after the signing of the Merger Agreement, amounts and triggers for each party's terminations fees, the treatment of the outstanding performance-based restricted stock units and the repatriation of foreign cash.


On November 30, 2021, the Committee met. At this meeting, Mr. Michael provided the Committee with an update on the status of the strategic review process. Thereafter, the Committee engaged in discussion on the key issues currently under negotiation with Lone Star and key workstreams required to be completed in advance of the Committee's upcoming meeting on December 7, 2021 and the Board's meeting on December 8.


On December 1, 2021, Gibson sent Winston a draft of Lone Star’s Debt Commitment Letter that was contemplated by the proposed Merger Agreement. This Debt Commitment Letter was provided by creditworthy lending institutions and was assessed to be on customary terms and conditions for a transaction of this kind.


Also on December 1, 2021, Winston sent a revised draft of the Merger Agreement to Gibson. Over the course of the next week, in advance of the scheduled meetings of the Committee and the Board, Winston and Gibson met by videoconference on a number of occasions and exchanged three further drafts of the Merger Agreement, with negotiations focusing on the key areas highlighted on the November 29, 2021 videoconference call between Winston and Gibson.


In addition, on December 4, 2021, Gibson provided Winston with initial drafts of the Equity Commitment Letter and Limited Guarantee contemplated by the proposed Merger Agreement with Lone Star. In advance of the scheduled meetings of the Committee and the Board, Winston and Gibson exchanged two further drafts of these documents.


On December 7, 2021, Lone Star submitted an updated proposal to acquire all of the outstanding shares of common stock of SPX FLOW for cash consideration of $85 per share. At the time Lone Star submitted its updated proposal on December 7, 2021, the following material open issues remained unresolved in the Merger Agreement:












Whether or not Lone Star would be expressly required to enforce its rights under the Debt Commitment Letter in the event of a breach by the lenders;













Whether or not the Company would be entitled to continue paying dividends to its stockholders after signing of the Merger Agreement;













The vesting treatment of the outstanding performance-based restricted stock units;













The amount of the company termination fee, with Lone Star proposing 3.25% and the Company proposing 2.75%, in each case of the equity value of the transaction; and













The requirement that the Company reimburse buyer's expenses of up to $10 million in the event that the Company failed to secure stockholder approval for the transaction.



At 4:30 p.m. (Eastern Time) on the same day, the Committee convened to review the proposal from Lone Star. Representatives of Morgan Stanley provided the Committee with a review of the updated proposal and preliminary valuation analysis related thereto. The Committee then engaged in discussion with respect to the updated proposal. The discussion focused on, among other things, the potential impact on the market price for SPX FLOW common stock in the event it was announced that SPX FLOW would terminate the strategic review process and continue the pursuit of its strategic plan on a standalone basis. The Committee also discussed the possible stockholder reaction to such an announcement. Winston then summarized the terms of the Merger Agreement and the key open issues remaining in the Merger Agreement.


Also on December 7, 2021, representatives of Morgan Stanley provided the Board with an updated relationship disclosure memo.


On December 8, 2021, the Board convened a regularly scheduled meeting, which included a review and discussion of the updated proposal from Lone Star. During the meeting, Mr. Singer led the Board in a comprehensive update regarding the status of the proposed transaction. The Board discussed the history of the strategic review process, insights related to valuation derived from the process and the deliberations of the Committee related to potential





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next steps. The Board discussed the price offered by Lone Star, SPX FLOW's strategic plan and prospects on a standalone basis and unsolicited feedback provided by the Company's stockholders on the strategic review process. During the meeting, representatives of Morgan Stanley led a discussion on the preliminary valuation of SPX FLOW. Next, Winston summarized the key legal terms contemplated by the latest Lone Star bid and the fiduciary duties of the Board in connection with its consideration of the updated proposal. Following these deliberations, the Board determined to make a counter-offer to Lone Star.


During the evening of December 8, 2021, at the direction of the Board, representatives of Morgan Stanley presented Lone Star with a counteroffer of $88 per share.


On December 9, 2021, Lone Star responded that it was willing to increase its offer to $86.50 per share and signaled a willingness to resolve other open contractual issues in a reasonable manner.


Later on the same day, Morgan Stanley, at the direction of the Board, discussed with representatives of Lone Star whether it could increase its price further. Lone Star, however, indicated that the $86.50 counter-offer was its best and final offer. Mr. Ryan reviewed this counter-offer with Mr. Singer, who then conducted one-on-one telephone calls with each of the directors during the evening of December 9, 2021 and the morning of December 10, 2021.


On the morning of December 10, 2021, Mr. Michael and the chief executive officer of Strategic Party 2 had a telephone conversation in which the chief executive officer of Strategic Party 2 indicated that Strategic Party 2 was not interested in reengaging in the strategic review process.


Also, on the morning of December 10, 2021, after Mr. Singer had completed his discussions with the directors, Mr. Singer advised Mr. Ryan that the Company and its advisors should work to finalize all remaining issues in the Merger Agreement and related transaction documents, with a view to submitting them for formal Board approval on December 12, 2021.


Between December 10, 2021 and December 12, 2021, Winston and Gibson engaged in extensive videoconferences and telephonic meetings in order to review and discuss the remaining open issues in the Merger Agreement and other transaction documents. Over these same days Winston and Gibson exchanged seven drafts of the Merger Agreement along with several drafts of the Equity Commitment Letter and Limited Guarantee. The terms of the Equity Commitment Letter and Limited Guarantee were agreed to on December 11, 2021, with the Merger Agreement reaching executable form on December 12, 2021.


At 4:00 p.m. (Eastern Time) on December 12, 2021, the Board convened a special meeting via videoconference with representatives of Morgan Stanley and Winston in attendance. Representatives of Morgan Stanley reviewed with the Board certain financial analyses. Winston provided an overview of the Board's fiduciary duties in the context of a change of control and the terms of the Merger Agreement, the Debt Commitment Letter, the Equity Commitment Letter and Limited Guarantee. The Morgan Stanley representatives then rendered Morgan Stanley's oral opinion, which was subsequently confirmed in writing, to the Board that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written opinion, the merger consideration to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of SPX FLOW common stock. Following discussion, the Board unanimously determined that the transaction proposed by Lone Star was fair to, and in the best interests of, SPX FLOW and its stockholders, unanimously approved and declared advisable the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and authorized SPX FLOW to enter into the Merger Agreement and related transaction documents. In addition, the treatment of equity incentive awards contemplated by the Merger Agreement were considered and approved by the Compensation & Human Capital Management Committee of the Board.


In the early evening of December 12, 2021, the parties executed the Merger Agreement and related transaction documents. On the morning of December 13, 2021, SPX FLOW issued a press release announcing the transaction.





Reasons for the Merger; Recommendation of the Board


The Board unanimously recommends that the SPX FLOW stockholders vote “

FOR

” the Merger Proposal at the Special Meeting.


The Board, with the assistance of its financial and legal advisors, evaluated the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, unanimously determined that the Merger is fair to,





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and in the best interests of, SPX FLOW and its stockholders, unanimously approved and declared advisable the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement and authorized SPX FLOW to enter into the Merger Agreement. Accordingly, on December 12, 2021, the Board unanimously resolved to recommend that the stockholders of SPX FLOW approve the Merger Proposal.


In the course of reaching its recommendation, the Board considered the following material factors relating to the Merger Agreement and the Merger, each of which the Board believes supported its decision (not necessarily in order of relative importance):












its belief, based on discussions and negotiations by SPX FLOW's senior management and advisors with Buyer and other potentially interested parties, that (i) stockholder value will be maximized through a sale of the entire business, and (ii) the merger consideration (which Buyer increased from an initial $85 per share of SPX FLOW common stock to the final $86.50 per share of SPX FLOW common stock during the course of negotiations, as described in the section entitled “—

Background to the Merger

” beginning on page

24

of this proxy statement) was the highest value reasonably attainable for SPX FLOW's stockholders on the date the Merger Agreement was signed;













the fact that the Per Share Price represents:
















an implied premium of 39.3% versus the unaffected closing share price of $62.09 as of July 16, 2021


(the last trading day before the Wall Street Journal story reporting on Ingersoll Rand's offer to purchase


SPX FLOW);

















an implied premium of 20.8% versus the unaffected 52-week high closing share price of $71.62 as of


May 10, 2021 (the highest closing share price during the 52-week trading period prior to the Wall Street


Journal story reporting on Ingersoll Rands's offer to purchase SPX FLOW);

















an implied premium of 1.0% versus the closing share price of $85.63 on December 10, 2021;

















an implied multiple of 16.8 times SPX FLOW's estimated earnings before interest, taxes, depreciation


and amortization, which we refer to as “EBITDA” in this proxy statement, for the year ended


December 31, 2021 and 12.2 times SPX FLOW's estimated EBITDA for the year ended December 31,


2022;














the Forecasted Financial Information prepared by SPX FLOW's management and other current information regarding (i) SPX FLOW's business, prospects, financial condition, operations, technology, products, services, management, competitive position and strategic business goals and objectives, (ii) general economic, industry, financial market and M&A market conditions, and (iii) opportunities and competitive factors within SPX FLOW's industry;













the prospects and likelihood of realizing superior benefits through remaining an independent company, risks associated with remaining an independent company, and possible alternative business strategies;













the potential for other third parties to enter into strategic relationships with or to seek to acquire SPX FLOW, particularly following the public announcement on July 26, 2021 of the decision by the SPX FLOW Board to review strategic alternatives, a review of management's and Morgan Stanley's dealings with other possible buyers in connection with the process initiated following such announcement, the feedback received in the course of such process, and the likelihood that a third party would offer a higher price than the Per Share Price contemplated by the proposed transaction;













the timing of the Merger and the risk that if SPX FLOW does not accept an offer now (as provided for in the Merger Agreement), it may not have another opportunity to do so or a comparable opportunity;













the oral opinion of Morgan Stanley, which was subsequently confirmed by the delivery of a written opinion, dated December 12, 2021, to the effect that, as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in its written opinion, the Per Share Price of SPX FLOW common stock in cash to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of SPX FLOW common stock, as more fully described below under the heading “

Opinion of Morgan Stanley

.”






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the presentations by, and discussions with Winston regarding the transaction and its analyses of the legal issues related thereto;













feedback received from SPX FLOW's stockholders in response to the public disclosure of Ingersoll Rand's unsolicited proposal and the SPX FLOW Board's subsequent announcement of its decision to explore strategic alternatives;













the key conditionality risks associated with the proposed transaction and how those risks are mitigated in the Merger Agreement;













other key terms in the Merger Agreement, including:
















SPX FLOW's ability, under certain circumstances, to furnish information to and conduct negotiations


with third parties regarding unsolicited acquisition proposals following the execution of the Merger


Agreement;

















the SPX FLOW Board's view that the terms of the Merger Agreement would be unlikely to deter third


parties from making a Superior Proposal, including the Merger Agreement's terms and conditions as


they relate to the ability to make changes in the recommendation of the SPX FLOW Board;

















SPX FLOW's ability to terminate the Merger Agreement in order to accept a Superior Proposal, subject


to paying Buyer a termination fee and complying with the other conditions of the Merger Agreement;

















SPX FLOW's ability to, under certain circumstances, specifically enforce the agreement to prevent


breaches of the Merger Agreement and to enforce the terms of the Merger Agreement, including the


consummation of the Merger;

















Buyer's obligation to consummate the transactions contemplated by the Merger Agreement not being


subject to any financing condition and the fact that Buyer had secured committed financing with


respect to a substantial portion of the merger consideration;

















the strength of the financing commitments contemplated by the transaction;

















the commitment by Buyer, subject to certain limitations, to take all actions necessary to obtain key


approvals, including in particular, antitrust approvals; and














that the Merger will only be consummated if the Merger Agreement is adopted by the holders of at least a majority of the outstanding shares of common stock of SPX FLOW entitled to vote.



In the course of reaching its recommendation, the Board also considered the risks and potentially negative factors relating to the Merger Agreement and the Merger, including:












that SPX FLOW stockholders will not participate in any future earnings or growth of SPX FLOW and will not benefit from any appreciations in the value of SPX FLOW, including any future appreciation in value that could be realized as a result of the combination of SPX FLOW with Merger Sub;













the risk that the Merger might not be completed unless and until certain specified conditions are satisfied or waived;













the right of Buyer to terminate the Merger Agreement under certain circumstances;













the effect of the resulting public announcement of a termination of the Merger Agreement on the trading price of SPX FLOW's common stock if such termination were to occur;













that the offer price under the Merger Agreement does not represent a substantial premium above SPX FLOW's current stock price;













that, under the terms of the Merger Agreement, SPX FLOW is unable to solicit other Acquisition Proposals during the pendency of the Merger;













the obligations on the conduct of SPX FLOW's business prior to the consummation of the Merger, including the requirements that SPX FLOW not pay dividends to its stockholders and that, subject to specific limitations, SPX FLOW conduct its business in the ordinary course consistent with past practice;






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the requirement that SPX FLOW pay Buyer a termination fee and/or reimburse certain of Buyer's expenses under certain circumstances following termination of the Merger Agreement, including if the SPX FLOW Board changes its recommendation in favor of adoption of the Merger Agreement or terminates the Merger Agreement to accept a Superior Proposal from another party or SPX FLOW's stockholders vote against the consummation of the Merger;













that there is risk that if the Merger Agreement is terminated, it may be terminated in circumstances in which no fees or damages are recoverable against Buyer;













the requirement that the Merger will only be consummated if the Merger Agreement is adopted by the holders of at least a majority of the outstanding shares of common stock of SPX FLOW entitled to vote;













the significant costs involved in connection with entering into the Merger Agreement and completing the Merger, and the substantial time and effort of SPX FLOW's management required to complete the Merger, which may disrupt SPX FLOW's business operations;













that the announcement and pendency of the Merger, or the failure to complete the Merger, may cause substantial harm to SPX FLOW's business, sales operations, financial results and the Company's relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, sales and other personnel), vendors, customers and other partners, and may divert management and employees attention away from SPX FLOW's day-to-day business operations and its current strategic plan;













the fact that the transaction has a potential Outside Date of September 12, 2022 and consequently, SPX FLOW stockholders could be asked to vote on the adoption of the Merger Agreement well in advance of completion of the transactions contemplated by the Merger Agreement, depending on when the transactions contemplated by the Merger Agreement close;













that SPX FLOW's directors and officers may have interests in the Merger that may be different from, or in addition to, those of SPX FLOW's other stockholders;













the other potential strategic alternatives available to SPX FLOW, some of which could result in a more successful and valuable company; and













that receipt of the merger consideration will generally be a taxable transaction for U.S. federal income tax purposes.



The foregoing discussion of the information and factors considered by the Board includes the material factors considered by the Board but does not necessarily include all of the factors considered by the Board. In view of the complexity and variety of factors considered in connection with its evaluation of the Merger Agreement and the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Board unanimously resolved to recommend that the stockholders of SPX FLOW approve the Merger and the Merger Agreement based upon the totality of information it considered.





Certain SPX FLOW Unaudited Prospective Financial Information


As part of its annual strategic planning process, SPX FLOW management prepares an internal long-range financial plan containing certain non-public unaudited prospective financial information with respect to SPX FLOW on a standalone basis, together with certain extrapolations of such prospective financial information for certain fiscal years. At the direction of SPX FLOW's Board, the Company prepared projections for fiscal years 2021 through 2025, which reflect the Company achieving a target Adjusted EBITDA margin of 24.0% by 2025E and are substantially similar to the projections provided to prospective buyers (the “Management Case—Long Range Plan”). The Management Case—Long Range Plan assumes share repurchases of $37 million in 2021 and $25 million annually in 2022 through 2025, and annual dividends of $15 million from 2022 through 2025. In connection with the Merger and at the direction of the Board, the Company's management also prepared projections, which are consistent with the Management Case—Long Range Plan, but reflect the Company achieving a target Adjusted EBITDA margin of only 22.0% by 2025E (the “Management Case—Adjusted” together with the Management Case—Long Range Plan, the “Management Cases”). The Management Case—Adjusted was not provided to prospective buyers and was used solely for purposes of the Board's review and analysis of the Merger. SPX FLOW management also approved for use certain publicly





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available analyst consensus “street estimates” for SPX FLOW through 2023 and extrapolated such estimates for fiscal years 2024 to 2025 (the “Street Consensus Forecasted Financial Information”). The Street Consensus Forecasted Financial Information assumes no further acquisitions, share repurchases or dividends consistent with the Management Cases and reflects the Company achieving an Adjusted EBITDA margin of 20.6% in 2025E. Finally, SPX FLOW management also approved for use certain projections based on SPX FLOW management's public disclosures (the “Public Guidance Forecasted Financial Information,” and, together with the Street Consensus Forecasted Financial Information and Management Cases, the “Forecasted Financial Information”). The Public Guidance Forecasted Financial Information assumes mid-single digits organic revenue growth, similar margin as the Street Consensus Forecasted Financial Information and $150 million in incremental revenue by 2023. The Forecasted Financial Information was provided to the Company's Board and the Company's financial advisor in connection with their respective consideration and evaluation of the Merger.


The Company does not as a matter of course make public projections as to future performance for extended periods beyond one fiscal year due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, the Company is including in this proxy statement a summary of certain limited unaudited prospective financial information for the Company, without giving effect to the Merger, solely to give Company stockholders access to certain nonpublic information provided to the Company's Board, the Company's financial advisor and Lone Star for purposes of considering and evaluating the Merger. The inclusion of the Forecasted Financial Information in this proxy statement should not be regarded as an indication that the Company, the Company's Board, Lone Star or any of their respective representatives or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and the Forecasted Financial Information should not be relied on as such.


The Forecasted Financial Information, and the underlying assumptions upon which the Forecasted Financial Information was based, are subjective in many respects, and subject to different interpretations and potential revisions attributable to the nature of SPX FLOW's industry in which it operates, as well as actual experience and business developments. While presented with numerical specificity, the Forecasted Financial Information constitutes “forward-looking statements” and reflects numerous assumptions with respect to company performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond the Company's control. Multiple factors, including those described in the section entitled “

Cautionary Statement


Concerning Forward-Looking Statements

,” could cause the Forecasted Financial Information or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the Forecasted Financial Information will be realized or that actual results will not be significantly higher or lower than projected. Because the Forecasted Financial Information covers multiple years, such information by its nature becomes less reliable with each successive year.


The Forecasted Financial Information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, personal judgement, and this is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Neither SPX FLOW nor its affiliates, officers, directors, advisors or other representatives can give assurance that the Forecasted Financial Information and the underlying estimates and assumptions will be realized. This Forecasted Financial Information constitutes “forward-looking statements” and actual results may differ materially and adversely from those set forth below. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Forecasted Financial Information will be achieved. The inclusion of the Forecasted Financial Information in this proxy statement does not constitute an admission or representation by the Company or any other person that the information is material.


The summary of the Forecasted Financial Information is provided in this proxy statement solely for informational purposes only and is not provided to influence Company stockholders' decisions regarding whether to vote for the Merger Proposal or any other proposal.


The Forecasted Financial Information was not prepared with a view toward public disclosure or toward compliance with U.S. generally accepted accounting principles (“GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Forecasted Financial Information included in this proxy statement has been prepared at the direction of, and is the responsibility of, management of SPX FLOW. Neither Deloitte & Touche LLP (“Deloitte & Touche”), the Company's independent registered public accounting firm, nor any other accounting firm, has





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examined, compiled or performed any procedures with respect to the Forecasted Financial Information, and accordingly, the Deloitte & Touche does not express an opinion or any other form of assurance with respect thereto. The Deloitte & Touche report contained in SPX FLOW's Annual Report on Form 10-K for the year ended December 31, 2020, incorporated by reference in this proxy statement relates to the Company's historical financial information. It does not extend to the Forecasted Financial Information and should not be read to do so.


The following tables reflect selected metrics reflected in, or generated from, the Forecasted Financial Information, which do not take into account any circumstances or events occurring after the date that they were prepared, do not take into account any potential cost synergies or revenue opportunities arising out of the Merger, and do not give effect to the Merger. Further, the Forecasted Financial Information does not take into account the effect on SPX FLOW of any possible failure of the Merger to occur. Neither SPX FLOW nor any of its affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any SPX FLOW stockholder or other person regarding SPX FLOW's ultimate performance compared to the information contained in the Forecasted Financial Information or that the Forecasted Financial Information will be achieved.


The following is a summary of the Forecasted Financial Information:


Management Case—Long Range Plan




(dollars in millions)

(1)


































































Q4-2021E







2022E







2023E







2024E







2025E



Revenue









$417







$1,666







$1,718







$1,812







$1,912



Adjusted EBITDA

(2)










$

73








$

312








$

375








$

415








$

458














(1)





Management Case—Long Range Plan represents management projections as of December 10, 2021.









(2)





Adjusted EBITDA is defined for purposes of the Forecasted Financial Information as net income before interest expense, investment and other income, income taxes and depreciation and amortization, burdened by stock compensation expense. This Non-GAAP measure is different from measures determined in accordance with U.S. GAAP and may not be comparable to similar measures used by other companies and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.



Management Case—Adjusted




(dollars in millions)

(1)


































































Q4-2021







2022E







2023E







2024E







2025E



Revenue









$417







$1,630







$1,718







$1,812







$1,912



Adjusted EBITDA

(2)










$

71








$

281








$

340








$

379








$

421














(1)





Management Case—Adjusted represents management projections as of December 10, 2021.









(2)





Adjusted EBITDA is defined for purposes of the Forecasted Financial Information as net income before interest expense, investment and other income, income taxes and depreciation and amortization, burdened by stock compensation expense. This Non-GAAP measure is different from measures determined in accordance with U.S. GAAP and may not be comparable to similar measures used by other companies and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.



Street Consensus Forecasted Financial Information




(dollars in millions)

(1)


































































Q4-2021







2022E







2023E







2024E







2025E



Revenue









$398







$1,622







$1,678







$1,729







$1,775



Adjusted EBITDA

(2)










$

67








$

249








$

313








$

340








$

367














(1)





Street Consensus Forecasted Financial Information represents “street estimates” through 2023 and extrapolated estimates for 2024 to 2025.









(2)





Adjusted EBITDA is defined for purposes of the Forecasted Financial Information as net income before interest expense, investment and other income, income taxes and depreciation and amortization, burdened by stock compensation expense. This Non-GAAP measure is different from measures determined in accordance with U.S. GAAP and may not be comparable to similar measures used by other companies and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.






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Public Guidance Forecasted Financial Information




(dollars in millions)

































































Q4-2021







2022E







2023E







2024E







2025E



Revenue









$398







$1,697







$1,828







$1,883







$1,934



Adjusted EBITDA

(1)










$

67








$

260








$

341








$

370








$

399














(1)





Adjusted EBITDA is defined for purposes of the Forecasted Financial Information as net income before interest expense, investment and other income, income taxes and depreciation and amortization, burdened by stock compensation expense. This Non-GAAP measure is different from measures determined in accordance with U.S. GAAP and may not be comparable to similar measures used by other companies and should not be considered as an alternative to operating income or net income as a measure of operating performance or cash flow or as a measure of liquidity.



The Forecasted Financial Information includes certain non-GAAP financial measures that are not prepared in accordance with GAAP and that may be different from non-GAAP financial measures used by other companies. The Company believes that the use of these non-GAAP financial measures provides an additional tool for stockholders to use in evaluating the Company's potential future operating results and trends. These non-GAAP measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. To the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures to the most comparable GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation.


The Forecasted Financial Information does not take into account the possible financial and other effects on the Company of the Merger and do not attempt to predict or suggest future results of the combined company. The Forecasted Financial Information does not give effect to the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect on the Company of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Forecasted Financial Information does not take into account the effect on the Company of any possible failure of the Merger to occur.


For the foregoing reasons and considering that the Special Meeting will be held several months after the Forecasted Financial Information was prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Forecasted Financial Information set forth above. No one has made or makes any representation to any stockholder regarding the information included in the Forecasted Financial Information. The Company urges all Company stockholders to review its most recent SEC filings for a description of its reported financial results. See the section entitled “

Where You Can Find Additional


Information

.”





Opinion of Morgan Stanley


SPX FLOW retained Morgan Stanley to act as financial advisor to SPX FLOW's Board in connection with the proposed Merger. The Company's Board selected Morgan Stanley to act as its financial advisor based on Morgan Stanley's qualifications, expertise and reputation, its knowledge of, and involvement in, recent transactions in the industry, and its knowledge of SPX FLOW's business and affairs. At the meeting of SPX FLOW's Board on December 12, 2021, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that as of such date, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in the written opinion, the Per Share Price of SPX FLOW common stock in cash to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of SPX FLOW common stock.


The full text of the written opinion of Morgan Stanley, dated as of December 12, 2021, which sets forth, among other things, the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion, is attached to this proxy statement as Annex B. You are encouraged to read the opinion carefully and in its entirety. Morgan Stanley's opinion was rendered for the benefit of SPX FLOW's Board, in its capacity as such, and addressed only the fairness from a financial point of view, as of the date of such opinion, of the Per Share Price to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement. Morgan Stanley's opinion did not address any other aspects or





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implications of the Merger, including the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or the fairness of the amount or nature of the compensation to any officers, directors or employees of SPX FLOW, or any class of such persons, relative to the Per Share Price to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement. Morgan Stanley did not express any opinion or recommendation as to how the stockholders of SPX FLOW should vote at the stockholders' meeting to be held in connection with the Merger. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion attached hereto as Annex B.


In connection with rendering its opinion, Morgan Stanley, among other things:












Reviewed certain publicly available financial statements and other business and financial information of the Company;













Reviewed certain internal financial statements and other financial and operating data concerning the Company;













Reviewed certain financial projections prepared by the management of the Company;













Discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;













Reviewed the reported prices and trading activity for SPX FLOW common stock;













Compared the financial performance of the Company and the prices and trading activity of shares of SPX FLOW common stock with that of certain other publicly-traded companies comparable with the Company, and their securities;













Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;













Participated in certain discussions and negotiations among representatives of the Company and Buyer and their financial and legal advisors;













Reviewed the Merger Agreement, the draft commitment letter from certain lenders substantially in the form of the draft dated December 11, 2021, and certain related documents; and













Performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.



In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by the Company and formed a substantial basis for its opinion. With respect to the Forecasted Financial Information, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the Company's management of the future financial performance of the Company. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Buyer will obtain financing required to consummate the Merger and that the definitive Merger Agreement will not differ in any material respect from the draft furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. Morgan Stanley noted that it is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of the Company and its legal, tax, and regulatory advisors with respect to legal, tax, and regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company's officers, directors or employees, or any class of such persons, relative to the Per Share Price to be received by the holders of shares of SPX FLOW common stock in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of the Company, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley's opinion did not address the relative merits of the transactions contemplated by the Merger Agreement as compared to other business or financial strategies that might be available to the Company, nor did it address the underlying business decision of the Company to enter into the Merger Agreement or proceed with any other transaction contemplated by the Merger Agreement. Morgan Stanley's opinion was necessarily based on financial, economic, market and other





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conditions as in effect on, and the information made available to Morgan Stanley as of, the date of delivery of its opinion. Events occurring after such date may affect Morgan Stanley's opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.


Summary of Financial Analyses


The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion dated December 12, 2021. The following summary is not a complete description of Morgan Stanley's opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. In connection with arriving at its opinion, Morgan Stanley considered all of its analyses as a whole and did not attribute any particular weight to any analysis described below. Considering any portion of such analyses and factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley's opinion. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses.


Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 10, 2021, the last trading day prior to the date of the meeting of the Board at which Morgan Stanley rendered its oral opinion. Capitalization information for SPX FLOW, including fully diluted number of shares, was provided on December 12, 2021 by SPX FLOW management to Morgan Stanley, and were approved by SPX FLOW management for Morgan Stanley's use in its financial analyses.


In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley used and relied upon the following financial projections: (i) the Street Consensus Forecasted Financial Information, as more fully described above under “

Certain SPX FLOW Unaudited Prospective Financial Information

,” (ii) the Public Guidance Forecasted Financial Information, as more fully described above under “

Certain SPX FLOW Unaudited Prospective


Financial Information

”, (iii) the Management Case—Adjusted, as more fully described above under “

Certain SPX


FLOW Unaudited Prospective Financial Information

”, and (iv) the Management Case—Long Range Plan, as more fully described above under “

Certain SPX FLOW Unaudited Prospective Financial Information

”, which were approved by SPX FLOW management for Morgan Stanley's use in connection with its financial analyses.


Historical Trading Range Analysis


Morgan Stanley reviewed the historical trading range of shares of SPX FLOW common stock for the 52-week period ending December 10, 2021 and noted that, during such period, the maximum stock price for shares of SPX FLOW common stock was $88.55 (maximum closing trading price was $87.15), which was also an all-time high as of December 10, 2021, the minimum stock price for shares of SPX FLOW common stock was $52.30 (minimum closing trading price was $52.97), and the unaffected all-time maximum stock price for shares of SPX FLOW common stock prior to The Wall Street Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW, was $71.62 (and unaffected all-time maximum closing trading price was $70.60). Morgan Stanley also noted that the closing trading price for shares of SPX FLOW common stock on July 16, 2021, the last trading day prior to The Wall Street Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW, was $62.09.


Equity Research Analyst Price Targets


Morgan Stanley reviewed the undiscounted unaffected price targets for shares of SPX common stock prepared and published by equity research analysts that had been published by Bloomberg as of July 16, 2021, the last trading day prior to The Wall Street Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW. These targets generally reflect each analyst's estimate of the future public market trading price of shares of SPX FLOW common stock. In order to better compare the equity research analysts' stock price targets with the Per Share Price, based on its professional judgment and experience, Morgan Stanley discounted each analyst's price target to present value assuming a cost of equity of 9.3%. This analysis resulted in a discounted analyst unaffected price target range for SPX FLOW common stock of $61.00 to $82.00, rounded to the nearest $1.00.


Morgan Stanley also reviewed the undiscounted current price targets for shares of SPX common stock prepared and published by equity research analysts that had been published by Bloomberg as of December 10, 2021. In order to





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better compare the equity research analysts' stock price targets with the Per Share Price, based on its professional judgment and experience, Morgan Stanley discounted each analyst's price target to present value assuming a cost of equity of 9.3%. This analysis resulted in a discounted analyst current price target range for SPX FLOW common stock of $69.00 to $99.00, rounded to the nearest $1.00.


Morgan Stanley compared these ranges to the Per Share Price of SPX FLOW common stock in cash, to the closing trading price of SPX FLOW common stock of $62.09 on July 16, 2021, the last trading day prior to The Wall Street Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW, and the closing trading price of $85.63 on December 10, 2021.


The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for SPX FLOW common stock and these estimates are subject to uncertainties, including the future financial performance of SPX FLOW and future financial market conditions.


Public Trading Comparables Analysis


Morgan Stanley performed a public trading comparables analysis, which is designed to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for SPX FLOW with comparable publicly available consensus equity analyst research estimates for selected companies that, in Morgan Stanley's professional judgment, share certain similar business characteristics and have certain comparable operating characteristics.


For purposes of this analysis, Morgan Stanley analyzed the ratios of aggregate value, which Morgan Stanley defined as fully diluted market capitalization plus net debt, plus non-controlling interest (as appropriate for the company being analyzed), less investment in associate (as appropriate for the company being analyzed), to EBITDA, which is defined as earnings before interest, taxes, depreciations and amortization for the calendar year 2022, which ratios Morgan Stanley referred to as Aggregate Value/CY2022E EBITDA, calculated with the burden of stock based compensation. Certain of the foregoing terms are used throughout this summary of financial analyses.


The below table summarizes the companies, the metrics and the multiples employed in this analysis:













































































Consensus Aggregate




Value/CY2022E EBITDA



Xylem









24.7x



IDEX









22.0x



Graco









21.5x



Ingersoll Rand









20.3x



Alfa Laval









16.3x



Dover









15.4x



ITT









13.8x



GEA









12.0x



Crane










9.5x




Sulzer










8.6x




Based on its analysis and its professional judgment, Morgan Stanley selected a reference range of Aggregate Value/CY2022E EBITDA, burdened by stock-based compensation, of 11.0x–15.0x for SPX FLOW. Morgan Stanley applied the elected reference range to the adjusted EBITDA set forth in the Street Consensus Case, the Management Case—Adjusted, and the Management Case—Long Range Plan.


Based on this analysis, Morgan Stanley derived the following ranges of implied equity value per share of SPX FLOW common stock on a fully diluted basis (in each case, rounded to the nearest $1.00):




























Public Trading Comparables Analysis







Implied Equity Value




Per Share Range



Street Consensus Forecasted Financial Information









$62–$85



Management Case—Adjusted









$70–$96



Management Case—Long Range Plan









$78–$107



Morgan Stanley compared these ranges to the Per Share Price of SPX FLOW common stock in cash, to the closing trading price of SPX FLOW common stock of $62.09 on July 16, 2021, the last trading day prior to The Wall Street





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Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW, and the closing trading price of $85.63 on December 10, 2021.


No company used in the public trading comparables analysis is identical to SPX FLOW or directly comparable in business mix, size or other metrics. Accordingly, an analysis of the results of the foregoing analysis necessarily involves complex considerations and judgments concerning differences between SPX FLOW and the companies being compared and other factors that would affect the value of the companies to which SPX FLOW is being compared. In selecting comparable companies, Morgan Stanley made numerous judgments and assumptions with respect to size, business mix, industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of SPX FLOW. These include, among other things, selected company growth and profitability, the impact of competition on the business of SPX FLOW or the industry generally, industry growth, and the absence of any adverse material change in the financial condition or prospects of SPX FLOW or the industry, or in the financial markets in general. Mathematical analysis is not in itself a meaningful method of using selected company data.


Discounted Cash Flow Analysis


Morgan Stanley performed a discounted cash flow analysis on SPX FLOW, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. In connection with this analysis, Morgan Stanley calculated a range of per share equity values for SPX FLOW.


Morgan Stanley calculated the estimated present value of the unlevered free cash flows that SPX FLOW was forecasted to generate from the fourth quarter of calendar year 2021 through calendar year 2025 on a standalone basis. Morgan Stanley performed this analysis on the estimated future cash flows contained in the Street Consensus Forecasted Financial Information, the Public Guidance Forecasted Financial Information, the Management Case—Adjusted and the Management Case—Long Range Plan.


For purposes of this analysis, unlevered free cash flows were calculated as adjusted EBITDA (burdened by stock based compensation) less depreciation and amortization, plus minority interest, to arrive at operating income, less taxes (assuming a 25.0% of cash tax rate for the projection period per SPX FLOW management guidance to reflect tax assets and incentives and assuming 28.0% of tax rate in the terminal year to reflect normalized level of tax rate), to arrive at net operating profit after tax, plus depreciation and amortization, less increases in net working capital, less cash restructuring expenses, less capital expenditures, adjusted for any net proceeds from asset sales or expenditure on asset purchases. These estimated unlevered free cash flows were reviewed and approved by SPX FLOW management for Morgan Stanley's use.


Morgan Stanley calculated terminal values for SPX FLOW by applying a range of terminal growth rates of 2.0% to 3.0%, based on Morgan Stanley's professional judgment, to the unlevered free cash flows of SPX FLOW through 2025. Morgan Stanley then discounted the unlevered free cash flows and terminal value to present value as of September 30, 2021, using a range of discount rates from 7.7% to 9.5%, which were selected based on Morgan Stanley's professional judgment.


Based on this analysis, Morgan Stanley derived the following ranges of implied equity value per share of SPX FLOW common stock on a fully diluted basis (in each case, rounded to the nearest $1.00):


































Discounted Cash Flow Analysis







Implied Equity Value




Per Share Range



Street Consensus Forecasted Financial Information









$62–$97



Public Guidance Forecasted Financial Information









$62–$99



Management Case—Adjusted









$73–$114



Management Case—Long Range Plan









$82–$127



Morgan Stanley compared this range to the Per Share Price of SPX FLOW common stock in cash, to the closing trading price of SPX FLOW common stock of $62.09 on July 16, 2021, the last trading day prior to news reports speculating about Ingersoll Rand's offer for SPX FLOW, and the closing trading price of $85.63 on December 10, 2021.


Discounted Equity Value Analysis


Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company's estimated future earnings. The resulting equity value





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was subsequently discounted to arrive at an estimate of the implied present value for such company's potential future equity value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share on a standalone basis for SPX FLOW.


To calculate the discounted equity value for SPX FLOW, Morgan Stanley used estimated Aggregate Value/NTM EBITDA based on (i) the Street Consensus Forecasted Financial Information, (ii) the Public Guidance Forecasted Financial Information, (iii) the Management Case—Adjusted, and (iv) the Management Case—Long Range Plan. Based upon the application of its professional judgment and experience after reviewing and comparing certain financial estimates for SPX FLOW, Morgan Stanley applied a range of Aggregate Value/NTM EBITDA multiples of 11.0x to 14.0x to these NTM estimates as of year-end 2022, which range was selected based upon Morgan Stanley's professional judgment and experience taking into account SPX FLOW's and its peers' historical long-term trading multiples, and discounted the resulting equity values to September 30, 2021 at a discount rate of 9.3%, which rate was selected based on the estimated cost of equity for SPX FLOW.


Based on this analysis, Morgan Stanley derived the below ranges of implied equity value per share of Company common stock on a fully diluted basis (in each case, rounded to the nearest $1.00). Morgan Stanley also derived the below implied equity value per share of Company common stock on a fully diluted basis utilizing SPX FLOW's average Aggregate Value/NTM EBITDA multiple of 10.1x since the completion of the Spin-Off on September 26, 2015 until July 16, 2021, the last trading day prior to The Wall Street Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW, in each case, rounded to the nearest $1.00.

















































Aggregate Value/NTM EBITDA







Implied Equity Value Per Share




Range (Selected Multiple Range




of 11.0x to 14.0x)







Implied Equity Value Per




Share (SPX FLOW Historic




Average Trading Multiple of




10.1x)



Street Consensus Forecasted Financial Information









$74–$93







$68



Public Guidance Forecasted Financial Information









$77–$99







$71



Management Case—Adjusted









$81–$102







$74



Management Case—Long Range Plan









$89–$113







$82



Morgan Stanley compared this range to the Per Share Price of SPX FLOW common stock in cash, to the closing trading price of SPX FLOW common stock of $62.09 on July 16, 2021, the last trading day prior to The Wall Street Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW, and the closing trading price of $85.63 on December 10, 2021.


Other Factors


Morgan Stanley observed certain additional factors that were not considered part of its financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:


Precedent Transactions Analysis


For informational purposes, Morgan Stanley performed a precedent transactions analysis, which is designed to imply a value of a company based on publicly available financial terms of selected transactions. Morgan Stanley selected, based on Morgan Stanley's professional judgment and knowledge of the sector, certain flow control related sector transactions since 2011 for which relevant financial information was publicly available.


For these transactions, Morgan Stanley reviewed the purchase price paid and calculated the ratio of the aggregate value of each transaction to the estimated last twelve months EBITDA (burdened by stock-based compensation where such information was available), which we refer to as LTM EBITDA, based on publicly available financial information. Morgan Stanley reviewed the transactions in connection with this analysis and determined the high, median and low multiples for such selected transactions as 18.9x, 12.0x and 8.3x, respectively.


The selected precedent transactions varied significantly based upon company scale, business risks, growth prospects and geography, as well as prevailing market trends. Based on its experience and professional judgment and taking into consideration, among other things, (i) the observed multiples for the precedent transactions listed above, (ii) the different business, financial and operating characteristics of the companies in such transactions as compared to the Company and (iii) the prevailing market trends for the valuation and performance companies in the Company's industry at the time of each transaction as compared to the current prevailing market trends, Morgan Stanley applied Aggregate Value/LTM EBITDA multiple range of 11.0x to 15.0x to the Company's estimated EBITDA for 2021 of $226 million based on the Management Case—Long Range Plan.





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Based on this analysis, Morgan Stanley calculated a range of implied fully diluted share prices for shares of SPX FLOW common stock of $56.00 to $77.00, rounded to the nearest $1.00.


No company or transaction used in the precedent transactions analysis is identical to SPX FLOW or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SPX FLOW, such as the impact of competition on SPX FLOW's business or the industry generally, industry growth and the absence of any adverse material change in the financial condition or prospects of SPX FLOW or the industry, or in the financial markets in general.


Precedent Premia Analysis


For informational purposes, Morgan Stanley also discussed with the Board, based on publicly available information, the premiums paid in certain U.S. acquisition transactions. The analyses excluded terminated transactions, employee stock ownership plan transactions, self-tenders, spin-offs, share repurchases, minority interest transactions, exchange offers, recapitalizations and restructurings, as they were not considered comparable to the Merger. Morgan Stanley considered premiums paid in announced transactions with a transaction value of approximately $1 billion or more that involved U.S. publicly traded target companies since 2005. The average premium paid in all such transactions since 2005 was 33%. Based on the foregoing, Morgan Stanley applied a premium range of 20% to 40% to the to the closing trading price of SPX FLOW common stock of $62.09 on July 16, 2021, the last trading day prior to The Wall Street Journal publishing a story reporting that, according to unnamed sources, Ingersoll Rand had made takeover bids for SPX FLOW. Based on this analysis, Morgan Stanley calculated a range of implied fully diluted share prices for SPX FLOW common stock of $75.00 to $87.00, rounded to the nearest $1.00.


No company or transaction used in the precedent transactions analysis is identical to SPX FLOW or the merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SPX, such as the impact of competition on SPX FLOW's business or the industry generally, industry growth and the absence of any adverse material change in the financial condition or prospects of SPX FLOW or the industry, or in the financial markets in general.


General


The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to summary description. Morgan Stanley arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and it did not ascribe a specific range of values to SPX FLOW common stock or draw, in isolation, conclusions from or with regard to, and did not attribute any particular weight to, any one factor or method of analysis, but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. In addition, in rendering its opinion, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of implied valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley's view of the actual value of the Company. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of SPX FLOW. Any estimates contained in Morgan Stanley's analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.


Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the Per Share Price to be received by the holders of shares of SPX FLOW common stock and in connection with the delivery of its written opinion, dated December 12, 2021, to the Board. These analyses do not purport to be appraisals or to reflect the prices at which shares of SPX FLOW common stock might actually trade.


The Per Share Price to be received by the holders of shares of SPX FLOW common stock pursuant to the Merger Agreement was determined through arm's-length negotiations between SPX FLOW and Buyer, rather than by any financial advisor, and was approved by the Board. The Company's decision to enter into the Merger Agreement was solely that of the Board. As described in the section entitled “

Reasons for the Merger; Recommendation of the Board







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beginning on page

34

, Morgan Stanley's analyses were only one of the factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board or management with respect to the Merger or the Per Share Price.


Morgan Stanley's opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice. No limitations were imposed by the Board upon Morgan Stanley with respect to the investigations made or procedures followed by it in rendering its opinion. Morgan Stanley did not recommend any specific amount or form of consideration to us or that any specific amount or form of consideration constituted the only appropriate consideration for the Merger.


The Board retained Morgan Stanley based upon Morgan Stanley's qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the Company's industry, and its knowledge and understanding of SPX FLOW's business and affairs. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of Buyer, Buyer's affiliates, SPX FLOW, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.


As compensation for Morgan Stanley's services relating to its engagement, the Company has agreed to pay Morgan Stanley a total fee of approximately $34 million, approximately $9 million of which became payable upon the rendering of its opinion and the remainder of which is contingent upon the completion of the Merger. In addition, we have agreed to reimburse Morgan Stanley for its reasonable expenses including, without limitation, professional and legal fees and disbursements, plus any sales, use or other taxes related to such fees and disbursements, regardless of whether the Merger is consummated. In addition, SPX FLOW has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley's engagement.


In the two years prior to the date of Morgan Stanley's opinion, Morgan Stanley or its affiliates (i) have provided financial advisory services to SPX FLOW for which Morgan Stanley or its affiliates has received, in the aggregate, compensation of less than $1 million, and (ii) have provided financing services to Lone Star and majority controlled affiliates and portfolio companies thereof for which Morgan Stanley or its affiliates has received, in the aggregate, compensation of between $5 million and $10 million, and Morgan Stanley or its affiliates are also currently engaged by a majority controlled affiliate of Lone Star to provide financing services thereto for which Morgan Stanley would expect to receive fees for any such services under certain circumstances. Morgan Stanley and its affiliates may also seek to provide financial advisory and financing services to the Company and Lone Star and their respective affiliates in the future and would expect to receive fees for the rendering of any such services.





Financing


The Merger is not conditioned upon receipt of financing by Buyer. The Company anticipates that the total amount of funds needed to pay Company stockholders and holders of other equity-based awards the amounts due to them under the Merger Agreement, which will be approximately $    based upon the number of shares of SPX FLOW common stock (and other SPX FLOW equity-based interests) outstanding as of    , and other fees and expenses necessary to complete the Merger and related transactions, including the repayment of indebtedness outstanding under SPX FLOW’s current credit facilities, will be funded through a combination of cash held by the Company, the Equity Commitment of up to $1.878 billion of equity financing and up to $2.31 billion of debt financing on the closing date.





Equity Financing


In connection with the equity financing and as contemplated by the Merger Agreement, Buyer has entered into an Equity Commitment Letter, with Lone Star pursuant to which Lone Star has committed, subject to the conditions described therein, to provide financing to Buyer by purchasing, or causing the purchase of, certain equity securities of Buyer with an aggregate purchase price up to $1.878 billion. The Company is an express third-party beneficiary of the





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equity financing commitment letter for the purpose of enforcing the obligations of Lone Star, and, subject to the terms and conditions thereof, has the ability to seek specific performance of Buyer's obligations to enforce the equity financing commitment letter if (1) all of the conditions to Buyer's obligation to consummate the transactions contemplated by the Merger Agreement have been satisfied (other than any condition that by its nature cannot be satisfied until the closing but each of which would be satisfied if the closing were to occur), as more fully described in the section entitled “

The Merger Agreement—Conditions to


Completion of the Merger

” beginning on page

73

, at a time when the closing would have otherwise occurred pursuant to the Merger Agreement, (2) the debt financing (as described below) has been funded in accordance with its terms or will be funded in accordance with its terms at the closing if the equity financing is funded at the closing and (3) the Company has irrevocably confirmed in writing that all conditions to the Company's obligation to consummate the transactions contemplated by the Merger Agreement described in the section entitled “

The Merger Agreement—Conditions to


Completion of the Merger

” beginning on page

73

have been satisfied (or waived) and if specific performance is granted and the equity financing and the debt financing are funded, then the closing would occur.





Debt Financing


In connection with entering into the Merger Agreement, Merger Sub has entered into the Debt Commitment Letter, with the commitment parties, pursuant to which, subject to the terms and conditions set forth therein, the applicable commitment parties have committed to provide the credit facilities which include (1) a seven-year senior secured first lien term loan facility in an aggregate principal amount of $1,540.0 million, (2) a five-year senior secured first lien revolving credit facility in an aggregate principal amount equal to $200.0 million, and (3) senior unsecured increasing rate bridge loans in an aggregate principal amount equal to $570.0 million less the gross proceeds from the issuance of senior unsecured notes issued on or prior to the closing date in lieu of such bridge loans, to fund the Debt Commitment as set forth in the Debt Commitment Letter. The funding and availability of the credit facilities provided for in the Debt Commitment Letter is contingent on the satisfaction of certain customary closing conditions, including (1) the execution and delivery of definitive documentation with respect to the credit facilities in accordance with the terms and conditions set forth in the Debt Commitment Letter and (2) the completion of the Merger in all material respects in accordance with the Merger Agreement.





Limited Guarantee


Concurrently with the execution of the Merger Agreement, Lone Star delivered to the Company the Limited Guarantee, pursuant to which Lone Star has guaranteed the due and punctual payment to the Company of the Buyer termination fee, certain costs and expenses incurred by the Company in any legal proceeding for collecting the Buyer termination fee, and certain reimbursement and indemnification obligations specified in the Merger Agreement that may be owed by Buyer pursuant to the Merger Agreement.


See the section entitled “

The Merger Agreement—Financing and Financing Cooperation

.”





Interests of SPX FLOW's Directors and Executive Officers in the Merger


In considering the recommendation of the Company's Board that Company stockholders vote to approve the Merger Proposal, Company stockholders should be aware that the directors and executive officers of SPX FLOW have interests in the proposed Merger that may be different from, or in addition to, the interests of Company stockholders generally. The Company's Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in making its recommendation that Company stockholders vote to approve the Merger Proposal. See the section entitled “

Proposal No. 1 – The Merger—Background to the


Merger

” and the section entitled “

Proposal No. 1 – The Merger—Reasons for the Merger; Recommendation of


the




Board

.” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.


For purposes of this disclosure:












The “named executive officers” of SPX FLOW are:
















Marcus G. Michael, President and Chief Executive Officer;

















Jaime M. Easley, Vice President and Chief Financial Officer;

















Dwight A. K. Gibson, Chief Commercial Officer (through May 1, 2021);







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Alvin T. Jeffers, Vice President, Global Manufacturing and Supply Chain; and

















Kevin Eamigh, Chief Information Officer and Vice President, Global Business Services.














The executive officers of SPX FLOW since the beginning of SPX FLOW's last fiscal year on January 1, 2021 are:
















the named executive officers;

















Melissa Buscher, Chief Communications and Marketing Officer; and

















Peter J. Ryan,


Vice President,


Chief People Officer and General Counsel.




Mr. Gibson left the Company on May 1, 2021. He has no outstanding agreements or understanding with SPX FLOW concerning any compensation that is based on or otherwise relates to the Merger, therefore he will not be in included in any of the discussion or tables below.


The following discussion sets forth certain material interests in the Merger of each person who has served as an executive officer or non-employee director of SPX FLOW since January 1, 2021 (excluding Mr. Gibson as provided above), which are briefly summarized:












The Merger Agreement provides for accelerated vesting and the cash-out of all Restricted Shares, Stock Options, Performance Stock Units and Restricted Stock Units.













Certain of the Company's executive officers may receive change in control severance compensation and benefits under existing agreements between such officers and the Company.













The Company's directors and executive officers are entitled to continued indemnification and insurance coverage under indemnification agreements and the Merger Agreement.



Emerson Fullwood retired from the Board in May 2021 and is therefore excluded from the discussion below.





Arrangements with Buyer


As described more fully in “

The Merger Agreement—Employee Matters

,” pursuant to the Merger Agreement, Buyer has agreed to provide continuing employees, including the executive officers, with the following for one year after the Effective Time: (i) a base salary or regular hourly wage, as applicable, cash-based bonus opportunities (including annual and quarterly bonus opportunities and cash long-term incentive opportunities) and sales and service incentive award compensation opportunities that are no less favorable in the aggregate than those provided to such employees by SPX FLOW as of December 12, 2021, (ii) other employee benefits that are no less favorable in the aggregate than those provided by SPX FLOW as of December 12, 2021 and (iii) severance benefits that are no less favorable than the Company’s severance arrangements in place as of December 12, 2021.


In addition, executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to Buyer or the Surviving Corporation following the closing of the Merger, may (i) enter into new individualized compensation arrangements, (ii) participate in cash or equity incentive or other benefit plans maintained by Buyer or the Surviving Corporation and (iii) be permitted to purchase the equity of Buyer, the Surviving Corporation or one or more of their affiliates. As of the date of this proxy statement, no compensation arrangements between such persons and Buyer and/or its affiliates have been established. Pursuant to the Merger Agreement, our executive officers will serve as officers of the Surviving Corporation immediately following the Effective Time until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's charter and by-laws.





Treatment of Company Equity Awards


The Merger Agreement provides for the treatment set forth below with respect to the outstanding equity awards at the Effective Time, including those held by our directors and executive officers.


Restricted Shares

. At the Effective Time, each outstanding Restricted Share will be fully vested, cancelled and


converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to


the Per Share Price.



Stock Options.

At the Effective Time, each Option, whether vested or unvested, will be cancelled and converted into


the right to receive an amount in cash, without interest and subject to applicable withholding, equal to (1) the total


number of shares of Company common stock issuable upon exercise in full of such Option, multiplied by (2) the






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excess, if any, of the Per Share Price over the exercise price per share of such Option. Each Option with an exercise price per share equal to or greater than the Per Share Price will be cancelled as of the Effective Time without payment.


Performance Stock Units

. At the Effective Time, each outstanding PSU to the extent unvested will vest in accordance


with the following: (i) if the applicable performance period has not been completed, the PSU 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, the PSU will vest at the actual level of performance, as


determined in accordance with the terms of each outstanding award agreement. All vested PSUs will be cancelled and


converted into the right to receive an amount in cash, without interest and subject to applicable withholding, equal to


(1) the total number of shares of Company common stock subject to such vested PSUs, multiplied by (2) the Per Share


Price.



Restricted Stock Units

. At the Effective Time, each outstanding Restricted Stock Unit, vested or unvested, will be fully


vested, cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable


withholding, equal to (1) the total number of shares of Company common stock subject to such Restricted Stock Units,


multiplied by (2) the Per Share Price.



The number of outstanding equity-based awards that will be held by each executive officer of SPX FLOW as of March 31, 2022 (assuming continued service through such date) is set forth below, along with the estimated cash amount (inclusive of accrued dividend equivalent cash payments for Restricted Stock Units and PSUs that will vest in connection with the Merger, but without subtraction of applicable withholding taxes) each officer would be eligible to receive in connection with the consummation of the Merger with regard to such equity awards. For purposes of the table, we have assumed continued service by each executive through March 31, 2022 and for purposes of the PSUs, the numbers below represent the percentage of target at which all such PSUs will vest in connection with the Merger, as described above, for awards with performance periods ending after March 31, 2022.













































































































Executive Officer







Stock




Options




(#)







Company




RSUs




(#)







Company




PSUs




(#)







Aggregate Value




of Equity Awards




($)

(1)




Marcus G. Michael









15,801







27,169







239,447







23,532,614



Jaime M. Easley




















5,854









52,702









5,080,904




Alvin T. Jeffers




















4,280









38,935









3,749,766




Kevin Eamigh




















4,280









38,935









3,749,766




Melissa Buscher




















1,567









9,595









968,527




Peter J. Ryan




















6,794









38,935









3,967,905














(1)





This column includes the following dividend equivalent cash payments with respect to each executive officer's Restricted Stock Units and PSUs that will vest in connection with the consummation of the Merger: Mr. Michael - $71,986; Mr. Easley - $15,810; Mr. Jeffers - $11,668; Mr. Eamigh - $11,668; Ms. Buscher - $3,014; and Mr. Ryan - $12,347.



The Company has historically granted Restricted Shares to its non-employee directors. The following table shows the outstanding Restricted Shares that will be held by each non-employee director as of March 31, 2022, and the estimated cash amounts each of the Company's non-employee directors would be eligible to receive in connection with the consummation of the Merger with regard to such Restricted Shares, assuming continued service by each director through such date:





















































































Non-Employee Director







Restricted Shares




(#)

(1)








Value of Restricted




Shares upon Vesting




($)

(2)




Majdi B. Abulaban









1,949







168,589



Anne K. Altman









1,949







168,589



Patrick D. Campbell









1,949







168,589



Robert F. Hull, Jr.









1,949







168,589



Jonathan M. Pratt









1,949







168,589



Sonya M. Roberts









1,949







168,589



Suzanne B. Rowland









1,949







168,589



David V. Singer









1,949







168,589













(1)





This column includes the number of shares of Company common stock subject to outstanding Restricted Shares.









(2)





The consideration for Restricted Shares in this column is equal to the number of shares of Company common stock subject to the award multiplied by $86.50. Upon vesting of the Restricted Shares, each non-employee director will also receive an additional $350.82 in dividends payable with respect to the underlying Restricted Shares.






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Golden Parachute Payment Mitigation


In connection with the transactions contemplated by the Merger Agreement, certain executive officers of the Company (including its current named executive officers) may become entitled to payments and benefits that could constitute “excess parachute payments” within the meaning of Section 280G (“Section 280G”) of the Internal Revenue Code of 1986, as amended (the “Code”). To mitigate the potential impact of Section 280G on the Company and the executive officers, on December 20, 2021, the Compensation Committee of the Company's Board approved the acceleration into December 2021 of the following compensation items with respect to the Company's named executive officers: (i) the payment of the portion of the 2021 annual bonuses under the SPX FLOW Annual Enterprise Incentive Plan that would have otherwise been paid in the first quarter of 2022 to each named executive officer at 100% performance level (i.e., target), with any portion of such bonuses earned in excess of the target paid in January 2022, and (ii) the immediate vesting of Restricted Stock Units and PSUs (collectively, the “Stock Units”) at the following levels for the named executive officers: 77,063 Stock Units for Mr. Michael, 15,622 Stock Units for Mr. Easley, 11,208 Stock Units for Mr. Jeffers, and 11,208 Stock Units for Mr. Eamigh, all of which were originally scheduled to vest in the first quarter of 2022 . The amounts paid to each named executive officer with respect to the payment of the portion of the 2021 annual bonuses in (i) above were equal to $950,000 for Mr. Michael, $318,885 for Mr. Easley, $304,690 for Mr. Jeffers and $294,080 for Mr. Eamigh.


With respect to executive officers who are not named executive officers, $157,069 and $296,555 in bonuses were paid under (i) above to Ms. Buscher and Mr. Ryan, respectively, and 1,288 and 6,509 Stock Units were immediately vested under (ii) above for Ms. Buscher and Mr. Ryan, respectively.





Contractual Change in Control Benefits


We have entered into agreements, including an employment agreement for our President and Chief Executive Officer and a change-in-control agreement and stock plan award agreements with each of our executive officers, which govern the executive’s compensation and benefits in the event of a qualifying termination of employment following a change in control of the Company.


Pursuant to each executive officer’s change-in-control agreement, each officer will be entitled to certain benefits upon (i) the termination of their employment for any reason other than death, disability, retirement or “Cause” or (ii) the termination of their employment by the executive officers for “Good Reason,” in each case within a specified number of months (for Mr. Michael, 36 months, and for Ms. Buscher and Messrs. Easley, Jeffers, Eamigh and Ryan, 24 months) following a change in control (each, a “Qualifying Termination”).


Under each executive officer's change-in-control agreement, “Cause” generally means with respect to such executive: (i) willful and continued failure to substantially perform executive's duties with the Company, (ii) willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) conviction of (or pleading nolo contendere to) a felony that impairs the executive's ability substantially to perform executive's duties with the Company.


Under each executive officer's change-in-control agreement, “Good Reason” generally means, without the executive's express written consent, the occurrence within two years following a change of control of the Company of any one or more of the following with respect to such executive:








(i)





A material reduction or alteration in executive's duties and responsibilities, or the status of executive's position from those in effect on the day prior to the change of control;









(ii)





A material reduction by the Company in executive's base salary or in executive's most recent annual target incentive award opportunity;









(iii)





The Company's requiring executive to be based at a location in excess of fifty (50) miles from the executive's current location;









(iv)





The failure by the Company to continue in effect the Company's employee benefit plans, policies, practices or arrangements in which the executive participates (including at substantially the same relative amount and level of participation) prior to the change of control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) to provide similar benefits has been made with respect to such plan(s); and









(v)





The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the agreement.






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In the event of a Qualifying Termination, the executive officer will be entitled to the following:












a lump sum payment equal to the executive officer’s annual salary multiplied by (i) three for Mr. Michael and (ii) two for Ms. Buscher and Messrs. Easley, Jeffers, Eamigh and Ryan;













a lump sum payment equal to:









(a)





for Mr. Michael, three times the greater of actual bonus paid for the prior year or the target bonus (calculated based on year-end annual salary) for the termination year;









(b)





for Ms. Buscher and Messrs. Easley, Jeffers, Eamigh and Ryan, two times the greatest of (A) the highest earned bonus amount for three years prior to the termination year, (B) the target bonus for the termination year or (C) the earned bonus for the termination year;













a lump sum payment equal to the greater of (A) target bonus for the termination year or (B) actual bonus for the termination year, in either case prorated based on length of employment during such termination year;













value of vesting in all unvested Restricted Stock Units and Performance Stock Units at the agreed upon performance levels set forth in the section entitled “

Treatment of Company Equity Awards

”;













a cash equivalent of all unused, accrued vacation time;













outplacement services not to exceed: (i) $50,000 in total for Mr. Michael and (ii) $35,000 in total for each of Ms. Buscher and Messrs. Easley, Jeffers, Eamigh and Ryan;













life insurance coverage, provided by the Company at the Company’s expense, in an amount equal to two times the executive officer’s annual salary at the time of termination for two years and thereafter an amount equal to one times the executive officer’s annual salary for the remainder of his or her life;













continued coverage under the medical, dental and vision plans in which the executive was enrolled as of the termination date for a period of (i) three years for Mr. Michael and (ii) two years for Ms. Buscher and Messrs. Easley, Jeffers, Eamigh and Ryan;













payment of all base salary for the time period ending on the executive officer's date of termination; reimbursement of reasonable and necessary expenses incurred by the executive officer prior to termination; and all other amounts to which the executive officer is entitled under any compensation or benefit plan, program, practice or policy of the Company in effect as of the date of termination; and













Mr. Michael is entitled to reimbursement of expenses related to financial planning, annual tax return preparation and annual physicals incurred through December 31st of the year including the second anniversary of his date of termination.



As a condition to receipt of the severance amounts discussed below and referenced in the tables found in “

—Quantification of Potential Payments to Named Executive Officers in Connection with the Merger

,” the executive officer is required to execute a general release and waiver of claims in favor of the Company and will be bound by the terms of a non-competition and non-solicitation agreement, which prohibits the executive officer from soliciting or diverting any customer, potential customer, employee or potential employee or competing with any of our businesses in which the executive has been employed for a period of one year from the date of termination.


The Merger will constitute a “change in control” for purposes of each of these arrangements. These arrangements do not include a “gross-up” for any golden parachute excise tax imposed on the executive officer pursuant to Section 4999 of the Code. Rather, if amounts payable under such arrangements would be subject to an excise tax under the provisions of Code Section 4999, the payments will be reduced to an amount equal to the greatest dollar amount that would not subject the executive officer to the imposition of the excise tax, unless the executive officer would be placed in a better after-tax position receiving all payments and paying the excise tax (the “Best Pay Cutback Provision”). None of the executive officers are eligible for an excise tax gross-up.


For the quantification of the value of the severance benefits described above that would be payable to the Company's named executive officers in the event of a Qualifying Termination in connection with a change in control, see the section of this proxy statement captioned “—

Quantification of Potential Payments to Named Executive Officers in


Connection with the Merger

” below. With respect to executive officers who are not named executive officers, the compensation that is based on or otherwise relates to the Merger that will or may become payable to such executive officers in connection with the Merger (applying the same assumptions as are applied with respect to our named





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executive officers’ compensation in the section of this proxy statement captioned “—

Quantification of Potential


Payments to Named Executive Officers in Connection with the Merger

” below), include an aggregate of $2,579,225 in cash, $649,545 in perquisites/benefits and the equity amounts as described above.





Quantification of Potential Payments to Named Executive Officers in Connection with the Merger


The information set forth below is required by Item 402(t) of Regulation S-K regarding compensation that is based on or otherwise relates to the Merger that the Company's named executive officers could receive in connection with the Merger, as described more fully above under the section entitled “

—Interests of SPX FLOW's Directors and Executive


Officers in the Merger

.” Such amounts have been calculated based on the number of shares and awards outstanding as of January 6, 2022 and assume: (i) the Effective Time is March 31, 2022, which is the assumed date of closing of the Merger solely for purposes of the disclosures in this section, (ii) a per share price of the common stock of $86.50, (iii) each named executive officer's annual base salary and annual target bonus opportunity remains unchanged from those in effect as of the date of this proxy statement, (iv) none of the named executive officers receives any additional equity-based awards following the date hereof, (v) the forfeiture of the PSUs awarded in 2019 that are based on Return on Invested Capital, which are expected to be forfeited prior to March 31, 2022, (vi) each named executive officer incurs a Qualifying Termination at or immediately following the Effective Time, (vii) with respect to Code Section 280G, the full value of all payments and benefits have been used and no potential reductions have been applied pursuant to the Best Pay Cutback Provision described above, and (viii) each of the named executive officers has properly executed any required releases and complied with all requirements (including any applicable restrictive covenants) necessary in order to receive such payments and benefits. Some of the assumptions used in the table below are based upon information not currently available and, as a result, the actual amounts to be received by any of the named executive officers, if any, may materially differ from the amounts set forth below.


The amounts set forth in the table below are the subject of a non-binding advisory vote of Company stockholders, as described in the section entitled “

Advisory Vote on Named Executive Officer Merger-Related Compensation


(Proposal 2)

.”




























































































Golden Parachute Compensation



Named Executive Officer







Cash




($)

(1)








Equity




($)

(2)








Perquisites /




Benefits




($)

(3)








Total Value




($)



Marcus G. Michael









5,937,500







23,532,614







1,066,440







30,536,554



Jaime M. Easley









1,644,500








5,080,904









364,041









7,089,445




Alvin T. Jeffers









1,565,850








3,749,766









378,408









5,694,024




Kevin Eamigh









1,501,908








3,749,766









381,748









5,633,422














(1)





Amounts shown reflect the severance payments pursuant to each named executive officer's change-in-control agreement. The cash severance payments are considered “double-trigger” payments, which means that a Qualifying Termination is a prerequisite to such payment. The estimated amount of each such payment is shown in the following table:

































































Named Executive Officer







Cash Severance




($)

(a)








Prorated EIP Bonus




($)

(b)








Total




($)



Marcus G. Michael









5,700,000







237,500







5,937,500



Jaime M. Easley









1,564,000








80,500








1,644,500



Alvin T. Jeffers









1,489,200








76,650








1,565,850



Kevin Eamigh









1,428,388








73,520








1,501,908













(a)





The amounts in this column represent the cash severance payments to which the named executive officers would be entitled under their respective change-in-control agreements upon a Qualifying Termination on March 31, 2022, immediately following the Effective Time. The cash severance is payable in a single lump sum and is equal to:









(i)





for Mr. Michael, three times the sum of (A) annual salary plus (B) the greater of actual bonus paid for the prior year or the target bonus (calculated based on year-end annual salary) for the termination year; and









(ii)





for Messrs. Easley, Jeffers and Eamigh, two times the sum of (A) annual salary plus (B) the greatest of the highest earned bonus amount for three years prior to the termination year, the target bonus for the termination year (calculated based on year-end annual salary) or the earned bonus for the termination year.









(b)





The amounts in this column represent a 2022 target bonus payment, prorated based on length of employment up to the assumed March 31, 2022 Effective Time.









(2)





As described in greater detail above in the sections entitled “—

Treatment of


Company


Equity Awards

” and “—

Contractual Change in Control


Benefits

,” amounts shown reflect the sum of the potential value that each named executive officer could receive in connection with accelerated vesting and settlement of Company equity awards, based on the Per Share Price of $86.50. Pursuant to the Merger Agreement,






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these payments are “single trigger” payments that will become payable at the time of the Merger. The estimated amount of each such payment is set forth in the table below:















































































Named Executive Officer







Stock Options




($)







Company RSUs




($)







Company PSUs




($)







Total Dividend




Equivalents




($)



Marcus G. Michael









398,343







2,350,119







20,712,166







71,986



Jaime M. Easley




















506,371









4,558,723








15,810



Alvin T. Jeffers




















370,220









3,367,878








11,668



Kevin Eamigh




















370,220









3,367,878








11,668









(3)





Amounts shown reflect the potential value of certain “double-trigger” payments that each named executive officer could receive in connection with (i) continued participation in health and welfare benefits, (ii) payout of unused accrued vacation, (iii) key manager life insurance benefit, (iv) outplacement assistance and (v) certain post-termination expense reimbursements, in each case if such named executive officer incurred a Qualifying Termination at the Effective Time. The estimated amount of each such benefit is set forth in the table below:














































































































Named Executive Officer







Health and




welfare




benefit




continuation




($)







Unused




accrued




vacation




($)

(a)








Life




insurance




benefit




($)

(b)








Outplace-




ment




assistance




($)

(c)








Post-




termination




expense




reimbursements




($)

(d)








Total




($)



Marcus G. Michael









84,799







91,346







745,795







50,000







$94,500







1,066,440



Jaime M. Easley









56,533







44,231







228,277







35,000


















364,041




Alvin T. Jeffers









52,420







42,115







248,873







35,000


















378,408




Kevin Eamigh









51,415







40,396







254,937







35,000


















381,748














(a)





For purposes of this disclosure, we have assumed that each named executive officer would receive an unused accrued vacation payment of 5 weeks' vacation.









(b)





Because portions of these benefits are self-insured, we calculate and maintain liabilities for this program under appropriate accounting standards. Generally, the assumptions and methods used for financial reporting were also used in determining the values in this disclosure (discount rates, mortality, etc.).









(c)





These amounts represent the maximum aggregate value of outplacement assistance that may be provided to each named executive officer under their change-in-control agreements.









(d)





This amount represents the total post-termination expense reimbursements Mr. Michael is eligible to receive under his employment agreement following a Qualifying Termination. For purposes of this disclosure, we have assumed (i) that Mr. Michael would use the maximum value of financial planning and annual tax return preparation expense reimbursements he is eligible to receive (or $30,000 per year) and (ii) Mr. Michael would likely spend a similar amount as he has in past years on his annual physicals, estimated to be $1,500 per year based on expense reimbursements received for the same benefit in 2017 and 2018 of $1,275 and $1,336, respectively. It is estimated that such expense reimbursements would be incurred by Mr. Michael through December 31st of the year of the second anniversary of the Effective Time.






Insurance and Indemnification of Directors and Executive Officers


The terms of the Merger Agreement provide for certain post-closing covenants related to insurance and indemnification of directors and executive officers. For a description of such covenant, see the section entitled “

The


Merger Agreement—Indemnification and Insurance

.”





Benefits Arrangements with the Surviving Corporation


The terms of the Merger Agreement provide for certain post-closing covenants related to employee benefit arrangements. For a description of such covenants, see the section entitled “

The Merger Agreement—Employee


Matters

.”





Material U.S. Federal Income Tax Consequences of the Merger


The following summarizes the material U.S. federal income tax consequences of the Merger that are generally applicable to stockholders of SPX FLOW. The following discussion is based upon the Code, the Treasury regulations promulgated under the Code, and existing administrative rulings and court decisions, each as in effect as of the date of this proxy statement. These authorities are subject to change, possibly with retroactive effect, and to differing interpretations. Any change could affect the validity of the following discussion. There can be no assurance that the Internal Revenue Service (the “IRS”) will not challenge one or more of the tax considerations described herein. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.


This discussion is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to stockholders in light of their particular circumstances nor does it address any aspects of U.S. state, local or non-U.S. taxes, the alternative minimum tax or any aspects of the tax on “net investment income” imposed under





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Section 1411 of the Code. This discussion also does not address any special tax rules applicable to particular stockholders such as stockholders that are financial institutions, tax-exempt organizations, S corporations or any other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes (or an investor in such entities or arrangements), insurance companies, dealers in securities or traders in securities that elect to use a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, stockholders who acquired their shares of SPX FLOW common stock pursuant to the exercise of compensatory stock options or otherwise in connection with the performance of services, U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, U.S. expatriates, certain former citizens or long-term residents of the United States, any person who receives consideration other than cash in the Merger (or any transaction related thereto), retirement plans or other tax-deferred accounts, and stockholders who hold their shares of SPX FLOW common stock as part of a hedge, straddle or other risk reduction, constructive sale or conversion transaction. The following discussion does not address tax consequences to the persons subject to the base erosion and anti-abuse tax. This discussion is limited to holders who hold their shares of SPX FLOW common stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address the U.S. federal income tax consequences to holders who demand appraisal rights under Delaware law. In addition, the following discussion does not address non-income tax consequences or the tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the Merger (whether or not any such transactions are undertaken in connection with the Merger).


For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of SPX FLOW common stock that is (i) an individual who is a citizen or resident of the United States, (ii) a corporation or an entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States or any state thereof or the District of Columbia or otherwise treated as such for U.S. federal income tax purposes, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (a) that is subject to the primary supervision of a court within the United States and all of the substantial decisions of which one or more “United States persons” (as defined in Section 7701(a)(30) of the Code) have the authority to control, or (b) that has a valid election in effect under the applicable Treasury Regulations to be treated as a “United States person” under the Code.


For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of shares of SPX FLOW common stock that is neither a U.S. Holder nor a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes.


If a partnership or another entity or arrangement treated as a partnership for U.S. federal income tax purposes is the owner of shares of SPX FLOW common stock, the tax treatment of the partner or owner in such partnership or other entity or arrangement will depend upon the status of the partner or owner and the activities of the partnership or other entity or arrangement. Accordingly, partnerships and other pass-through entities that hold shares of SPX FLOW common stock and partners or owners of such partnerships or other entities, as applicable, should consult their own respective tax advisors regarding the tax consequences of the Merger.


THE U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATION PURPOSES ONLY AND ARE BASED UPON CURRENT LAW AS OF THE DATE HEREOF. EACH HOLDER OF SHARES OF SPX FLOW COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO SUCH HOLDER, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS.


U.S. Holders


In General


The Merger will be a taxable transaction for U.S. Holders. A U.S. Holder will recognize gain or loss equal to the difference, if any, between the amount of cash received and the U.S. Holder's adjusted tax basis in the surrendered shares of SPX FLOW common stock. A U.S. Holder's adjusted tax basis in the shares of SPX FLOW common stock is generally the amount paid for such shares of SPX FLOW common stock (less the amount of any distribution received by such holder treated as a tax-free return of capital). If a U.S. Holder acquired different blocks of shares of SPX FLOW common stock at different times or at different prices, such U.S. Holder must determine gain or loss separately for each block of shares of SPX FLOW common stock exchanged for cash pursuant to the Merger. Such gain or loss generally will be capital gain or loss, and any such gain or loss generally will be long-term capital gain or loss if the U.S. Holder's holding period for the shares of SPX FLOW common stock is greater than one year as of the closing. A





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reduced rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to certain limitations.


Backup Withholding and Information Reporting


Cash consideration received by a U.S. Holder pursuant to the Merger may be subject to backup withholding and information reporting. Backup withholding generally will apply only if the U.S. Holder fails to furnish a correct taxpayer identification number (“TIN”) or otherwise fails to comply with applicable backup withholding rules and certification requirements. Corporations are generally exempt from backup withholding. Each U.S. Holder should complete and sign the IRS Form W-9 (or substitute or successor form) included with the letter of transmittal and certify under penalties of perjury that such number is correct and that such U.S. Holder is not subject to backup withholding. If a U.S. Holder fails to provide the correct TIN or certification, payments received may be subject to backup withholding, currently at a 24% rate. Backup withholding is not an additional tax. Amounts so withheld can be credited against such U.S. Holder's federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.


Non-U.S. Holders


In General


Subject to the discussion below in “

—Backup Withholding and Information Reporting

”, a Non-U.S. Holder will generally not be subject to any U.S. federal income tax on any gain recognized upon such Non-U.S. Holder's exchange of shares of SPX FLOW common stock pursuant to the Merger Agreement unless (i) such Non-U.S. Holder is an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a U.S. trade or business of the Non-U.S. Holder (and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by such Non-U.S. Holder in the United States), or (iii) such Non-U.S. Holder's shares of SPX FLOW common stock constitute a “U.S. real property interest” under the Foreign Investment in Real Property Tax Act of 1980, as amended, which will, in general, be the case if, at any time during the shorter of the five-year period


preceding the Merger or the Non-U.S. Holder's holding period for its shares of SPX FLOW common stock, SPX FLOW was a “United States real property holding corporation” and such holder held (actually or constructively) more than 5% of the shares of SPX FLOW common stock.


If a holder is a Non-U.S. Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, such holder will be subject to a 30% tax (or a lower rate under an applicable tax treaty) on the gain recognized in the Merger (which may be offset by certain U.S.-source capital losses).


If a holder is a Non-U.S. Holder and any gain recognized in the Merger is effectively connected with a U.S. trade or business (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States), then the Non-U.S. Holder generally will be taxed in the same manner as a U.S. Holder. If the Non-U.S. Holder is a foreign corporation, it may also be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the U.S. and such Non-U.S. Holder's country of residence.


SPX FLOW believes that it is not, and will not be as of the effective date of the Merger, a “U.S. real property holding corporation.” However, there is no assurance that the IRS will not challenge that determination. In the event that the IRS were to successfully assert that SPX FLOW is a U.S. real property holding corporation, then any gain recognized on the sale of SPX FLOW's stock by a Non-U.S. Holder who or that held (actually or constructively pursuant to applicable stock ownership attribution rules) more than 5% of SPX FLOW's common stock at any time during the shorter of the five-year period preceding the Merger or such Non-U.S. Holder’s holding period for its shares of SPX FLOW common stock would be treated as effectively connected with the conduct of a trade or business within the United States and would therefore by subject to U.S. federal income tax at the graduated rates applicable to an individual or a corporation (depending on the Non-U.S. Holder's status). Each Non-U.S. Holders should consult its individual tax advisors with respect to these rules and the application of these rules to such Non-U.S. Holder’s particular circumstances.


Backup Withholding and Information Reporting


A Non-U.S. Holder is generally not subject to backup withholding and information reporting as described above under “—

U.S. Holders—Backup Withholding and Information Reporting

,” provided such Non-U.S. Holder properly certifies





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its non-U.S. status on an IRS Form W-8BEN, W-8 BEN-E, or another appropriate version of IRS Form W-8 or otherwise establishes an exemption. Backup withholding is not an additional tax. Any amounts so withheld can be credited against such Non-U.S. Holder's U.S. federal income tax liability, if any, and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.


THE FOREGOING DISCUSSION IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. IN ADDITION, THE DISCUSSION DOES NOT ADDRESS TAX CONSEQUENCES WHICH MAY VARY WITH, OR ARE CONTINGENT ON, A STOCKHOLDER'S INDIVIDUAL CIRCUMSTANCES OR TO CERTAIN TYPES OF STOCKHOLDERS MENTIONED ABOVE. MOREOVER, THE DISCUSSION DOES NOT ADDRESS ANY NON-INCOME TAX OR ANY NON-U.S., STATE OR LOCAL TAX CONSEQUENCES OF THE MERGER. ACCORDINGLY, EACH STOCKHOLDER IS STRONGLY URGED TO CONSULT WITH SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO SUCH STOCKHOLDER.





Regulatory Clearances


HSR Clearance.

Under the HSR Act and the rules promulgated thereunder, certain transactions, including the Merger,


may not be completed until notifications have been given and information furnished to the Antitrust Division and the


FTC and all statutory waiting period requirements have been satisfied. Completion of the Merger is subject to the


expiration or earlier termination of the applicable waiting period under the HSR Act. The Merger may not be


completed until the expiration of a 30-calendar day waiting period, which begins when Buyer and SPX FLOW file


Pre-Merger Notification and Report Forms under the HSR Act with the Antitrust Division and the FTC, unless such


waiting period is earlier terminated by the Antitrust Division and the FTC. Buyer and SPX FLOW filed their Pre-Merger


Notification and Report Forms on December 17, 2021, in connection with the Merger, and the waiting period will


therefore expire at 11:59 p.m. (Eastern Time) on January 18, 2022 unless extended by a second request for additional


information or documentary material. If prior to the expiration or termination of the waiting period either the


Antitrust Division or FTC issues a request for additional information or documentary material (a “Second Request”)


from Buyer and SPX FLOW, the waiting period with respect to the Merger would be extended until the 30th calendar


day following the date of the parties' substantial compliance with the second request. After that time, absent the


agreement of Buyer and SPX FLOW, the acquisition can be blocked only by court order. The Antitrust Division and the


FTC may terminate the applicable waiting period at any time before its expiration.



At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally permit completion of the Merger subject to regulatory conditions or other remedies.


In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. Although neither Buyer nor SPX FLOW believes that the Merger will violate the antitrust laws, there can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.


Additional Regulatory Clearance

. The Merger is also subject to the filing or obtaining certain necessary notices,


clearances, approvals, waivers or consents by the antitrust and other regulatory authorities in other jurisdictions,


including the Council Regulation (EC) No. 139/2004 on the control of concentrations between undertakings (European


Union), the Anti-Monopoly Law of China 2007 and SAMR Interim Provisions on the Review of Concentration of


Undertakings of 2020 (The People's Republic of China), Turkish Law on Protection of Competition No. 4054, as


amended, and Communiqué No. 2010/4 on Mergers and Acquisitions Requiring the Approval of Competition Board


(Turkey), and Articles L. 151-1 et seq. and R. 151-1 et seq. of the French Monetary and Financial Code as per last


amendment on 31 December 2019 (Décret no 2019-1590) (France). The Merger cannot be completed until SPX FLOW


and Buyer obtain clearance to consummate the Merger or the applicable waiting periods have expired or been


terminated in such jurisdictions.






Delisting and Deregistration of Company Common Stock


If the Merger is completed, SPX FLOW common stock will be delisted from the NYSE and deregistered under the Exchange Act.





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THE MERGER AGREEMENT


The following is a summary of the material provisions of the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and which is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read carefully the Merger Agreement in its entirety, as the rights and obligations of the parties thereto are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.





Explanatory Note Regarding the Merger Agreement


The following summary of the Merger Agreement, and the copy of the Merger Agreement attached as Annex A to this proxy statement, are intended to provide information regarding the terms of the Merger Agreement and are not intended to provide any factual information about SPX FLOW or to modify or supplement any factual