Item 1.01.  Entry into a Material Definitive Agreement.
On November 24, 2019, SPX FLOW, Inc. (the "Company") entered into a Purchase and
Sale Agreement (the "Purchase Agreement") with Boardwalk Parent LLC, a Delaware
limited liability company (the "Buyer") and an affiliate of Apollo Global
Management, LLC, pursuant to which the Company has agreed to, indirectly through
certain of its subsidiaries, sell certain businesses of the Corporation's former
Power and Energy reportable segment (other than Bran+Luebbe brand products)
(collectively, the "P&E Business") to the Buyer for a purchase price of $475
million (the "Transaction"). The purchase price is subject to adjustments based
upon the level of net working capital and cash and debt of the P&E Business at
the closing date and in respect of certain debt-like items.
The completion of the Transaction is subject to certain customary closing
conditions, including, but not limited to, (i) the absence of any law or order
prohibiting the consummation of the Transaction, (ii) the expiration or
termination of the waiting period (and any extensions thereof) applicable under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), (iii) the expiration or termination of all applicable waiting periods and
the receipt of all applicable approvals required pursuant to or in connection
with the competition laws of certain foreign jurisdictions in which the P&E
Business operates, and (iv) the approval of the Buyer's acquisition of the P&E
Business's operations in France by the French Ministry of Economy.
The Purchase Agreement contains customary representations, warranties and
covenants by each party that are subject, in some cases, to specified exceptions
and qualifications contained in the Purchase Agreement. The representations and
warranties in the Purchase Agreement are the product of negotiations among the
parties to the Purchase Agreement and are made to, and solely for the benefit
of, the party to whom such representations and warranties are made, in each case
as of specified dates. Such representations and warranties may have been made
for the purpose of allocating contractual risk between the parties to the
Purchase Agreement instead of establishing these matters as facts, may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors, and may not be relied upon by any
other person. Such covenants include, among others, the following: (i) the
Company's obligation to operate the Business in all material respects in the
ordinary course consistent with past practice between the execution of the
Purchase Agreement and the earlier of the closing of the Transaction or the
termination of the Purchase Agreement, and (ii) the Company's agreement not to
compete with the P&E Business (subject to certain exceptions) for a period of
three years following the closing of the Transaction.
Each of the parties is required to use its reasonable best efforts to consummate
the Transaction, including by making filings under the HSR Act and the
competition laws of certain foreign jurisdictions, in order to complete the
Transaction. There is no financing condition to the completion of the
Transaction.
The Purchase Agreement contains customary termination provisions in favor of
both parties, including a right to terminate the Purchase Agreement if the
closing of the Transaction has not occurred on or before July 24, 2020 (subject
to extension by the mutual written agreement of the Company and the Buyer). Both
the Company and Buyer have agreed, following the closing, to indemnify the other
party for certain retained or acquired liabilities, as applicable.
Simultaneous with the closing of the Transaction, the parties will enter into
certain ancillary agreements, including, among others, a transition services
agreement.
The foregoing description of the Purchase Agreement does not purport to be
complete, and is qualified in its entirety by reference to the full text of the
Purchase Agreement, which is filed herewith as Exhibit 2.1 and is incorporated
herein by reference.
Item 2.06  Material Impairments.
As a result of, and as of the date of the Purchase Agreement, the Company
concluded that a material charge is required related to the net assets held for
sale, including relevant foreign currency translation adjustment balances, of
the P&E Business and accordingly anticipates recording a pre-tax non-cash
impairment charge of approximately $160 million as a component of the results of
discontinued operations during its quarter ending December 31, 2019. The final
amount of the pre-tax charge may be impacted by, among other items, changes in
relevant foreign exchange rates, finalization of working capital and other
purchase price adjustments.
Item 5.02.  Departure of Directors and Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 21, 2019, the Compensation Committee of the Company's Board of
Directors waived certain eligibility conditions applicable to Jose Larios,
President, Power & Energy, under the Company's annual cash bonus plan for the
2019 annual performance period (the "2019 Bonus Plan") and related to his
long-term equity-based incentive awards for the three-year performance period
ending on December 31, 2019 (the "Performance Awards"). Specifically, the
Compensation Committee of the Company's Board of Directors provided that (i) Mr.
Larios does not need to be actively employed by the Company on the date

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on which bonuses are generally paid to participants under the 2019 Bonus Plan in
order to be eligible to receive his earned bonus, if any, thereunder, and (ii)
Mr. Larios' Performance Awards will vest pursuant to their terms regardless of
whether Mr. Larios is still an employee of the Company as of the conclusion of
the three-year performance period or the date upon which performance for the
performance period is determined. In addition, on November 21, 2019, the
Compensation Committee of the Company's Board of Directors also clarified the
intended treatment of Mr. Larios' time-vesting long-term equity-based incentive
awards that were scheduled to vest prior to March 31, 2021 (the "Time Awards").
Specifically, the Compensation Committee of the Company's Board of Directors
provided that to the extent that any portion of Mr. Larios' Time Awards will not
vest in connection with the closing of the Transaction pursuant to the terms of
his Letter Agreement with the Company dated as of June 12, 2019, any such
portion of Mr. Larios' Time Awards will vest upon the closing of the
Transaction.
Item 7.01.  Regulation FD Disclosure.
On November 25, 2019, the Company issued a press release announcing the entry
into the Purchase Agreement. A copy of this press release is furnished as
Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished in Item 7.01, including Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), is not subject to the liabilities of that
section and is not deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01.                     Financial Statements and Exhibits.

(d)  Exhibits:
Exhibit No.   Description

  2.1*        Purchase and Sale Agreement dated as of November 24, 2019 between SPX
              FLOW, Inc. and Boardwalk Parent LLC
  99.1        Press Release dated November 25, 2019, furnished solely pursuant to
              Item 7.01 of Form 8-K.
104           Cover Page Interactive Data File (embedded in the cover page formatted
              in Inline XBRL)

* Certain schedules, exhibits and the Company Disclosure Letter referred to therein have been omitted pursuant to Item 601(b)(2) of Regulation S-K because the information set forth therein is both not material and would likely cause competitive harm to the Company if publicly disclosed.

Forward-Looking Statements Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. The words "expect," "anticipate," "plan," "target," "project," "believe" and similar expressions identify forward-looking statements. Forward-looking statements include, without limitation, statements about whether or when the Transaction will be consummated and the anticipated timing or benefits thereof; expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; capital and other expenditures; competitive positions; growth opportunities for existing products; and benefits from cost reduction initiatives, plans and objectives. These statements are only predictions. The Company cautions that these statements are based on current estimates of future events and are highly dependent upon a variety of factors, which could cause actual results to differ from these estimates. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. The potential risks and uncertainties include, among others, the possibility that the Company and the Buyer may be unable to obtain regulatory approval or that other conditions to closing the Transaction may not be satisfied such that the Transaction will not close or that the closing may be delayed; general economic conditions; the possibility of unexpected costs, liabilities or delays in connection with the Transaction; risks that the Transaction disrupts current plans and operations of the Company; the ability to recognize the benefits of the Transaction; the amount of the costs, fees, expenses and charges related to the Transaction; the outcome of any legal proceedings related to the Transaction; and the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement. In addition, all forward-looking statement should be read in conjunction with the Company's documents filed with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2018. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. All the forward-looking statements in this Current Report on Form 8-K are qualified in their entirety by reference to the factors discussed under the heading "Risk Factors" in the 2018 Form 10-K and in any other documents filed by the Company with the Securities and Exchange Commission that describe risks and factors that could cause results to differ materially from

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those projected in these forward-looking statements. These risk factors may not be exhaustive. Further, the Company operates in a continually changing business environment and cannot predict new risk factors that may arise as a result of these changes. Statements in this Current Report on Form 8-K speak only as of the date hereof. The Company disclaims any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or any other reason.

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