Item 1.02 Termination of a Material Definitive Agreement.

Repayment of the Bank of America Credit Agreement



In connection with the completion of the Merger, on the Closing Date, FLOW
repaid in full and terminated its Second Amended and Restated Credit Agreement,
dated as of August 3, 2021, among FLOW, the foreign subsidiary borrowers from
time to time party thereto, the lenders party thereto and Bank of America, N.A.,
as administrative agent (as amended, restated, amended and restated,
supplemented or otherwise modified prior to the Closing Date, the "Bank of
America Credit Agreement"). The material terms of the Bank of America Credit
Agreement are described in Note 13 to FLOW's consolidated financial statements
included in its Annual Report on Form 10-K for the fiscal year ended December
31, 2021. Such description is hereby incorporated by reference into this report.

Termination of Supplemental Retirement Savings Plan

In connection with the completion of the Merger, on April 4, 2022, FLOW terminated the SPX FLOW Supplemental Retirement Savings Plan, as amended through May 7, 2019 and benefits became payable.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Completion of the Merger



On the Closing Date, FLOW completed its previously announced Merger with Parent
and Merger Sub. As provided in the Merger Agreement, Merger Sub was merged with
and into FLOW, with FLOW surviving the Merger as a wholly owned subsidiary of
Parent.

As a result of the Merger, each share of common stock, par value $0.01 per
share, of the Company (the "Company Common Stock"), issued and outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
(other than shares of Company Common Stock held by the Company as treasury
shares, owned by Parent or Merger Sub and shares owned by stockholders of the
Company who have properly demanded and perfected appraisal rights in compliance
with Delaware law prior to the Effective Time) was automatically canceled and
converted into the right to receive cash in an amount equal to $86.50 per share,
without interest (the "Per Share Price").

At the Effective Time, each outstanding option to purchase a share of Company
Common Stock (an "Option"), whether vested or unvested, was cancelled and
converted into the right to receive an amount in cash, without interest and less
applicable taxes, equal to (1) the excess, if any, of the Per Share Price (less
the exercise price per share attributable to such Option) multiplied by (2) the
total number of shares of Company Common Stock issuable upon exercise in full of
such Option.

At the Effective Time, each outstanding share of restricted stock (a "Restricted
Share"), was fully vested, cancelled and converted into a right to receive an
amount in cash, without interest and less applicable taxes, equal to (1) the
total number of shares of Company Common Stock subject to such Restricted Share
multiplied by (2) the Per Share Price.

At the Effective Time, each outstanding restricted stock unit ("Restricted Stock
Unit"), whether vested or unvested, was canceled and converted into the right to
receive an amount in cash, without interest and less applicable taxes, equal to
(1) the total number of shares of Company Common Stock subject to such
Restricted Stock Unit prior to the Effective Time multiplied by (2) the Per
Share Price.


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At the Effective Time, each outstanding performance-based restricted stock unit
(a "PSU") immediately prior to the Effective Time, to the extent unvested,
vested in accordance with the following provisions: (i) if the applicable
performance period had not been completed, the PSU vested at the target level of
performance (or, with respect to the PSUs that vested 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 vested 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 had been
completed, the PSU vested at the actual level of performance, as determined in
accordance with the terms of each outstanding award agreement. All such vested
PSUs were canceled and converted into the right to receive an amount in cash,
without interest and less applicable taxes, equal to (1) the total number of
shares of Company Common Stock subject to such vested PSU prior to the Effective
Time multiplied by (2) the Per Share Price.

The foregoing summary description of the Merger Agreement does not purport to be . . .

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Office-Balance Sheet Arrangement.

The information set forth in the Introductory Notes and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.



On the Closing Date, FLOW notified the New York Stock Exchange (the "NYSE") of
the effectiveness of the Merger. As a result, it is expected that on the Closing
Date, trading in shares of Company Common Stock on the NYSE will be suspended
and the NYSE will file with the Commission an application on Form 25 to remove
shares of Company Common Stock from listing on the NYSE and to deregister the
Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). FLOW intends to file a certification on Form 15
requesting that the Company Common Stock be deregistered under Section 12(g) of
the Exchange Act and that its reporting obligations under Section 13 and 15(d)
of the Exchange Act be terminated or suspended, as applicable.

Item 3.03 Material Modification to the Rights of Security Holders.

The information set forth in the Introductory Notes and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.



On the Closing Date and as a result of the Merger, a change in control of FLOW
occurred and FLOW became a wholly-owned subsidiary of Parent, as described in
Item 2.01 of this Current Report on Form 8-K, which Item 2.01 is incorporated
herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



In connection with the Merger, each of Robert F. Hull, Majdi B. Abulaban, Anne
K. Altman, Patrick D. Campbell, Marcus G. Michael, Jonathan Pratt, Suzanne B.
Rowland, David V. Singer, and Sonya M. Roberts, resigned from his or her
respective position as a member of the FLOW board of directors, and any
committees thereof, effective at the Effective Time. The director of Merger Sub,
Rafael Colorado, became the director of FLOW, the surviving corporation,
immediately following the Effective Time and will hold office until his
successor is elected or appointed and qualified or until their earlier death,
resignation or removal in accordance with FLOW's, the surviving corporation,
charter and bylaws.

The officers of FLOW (other than the chairman) immediately prior to the Effective Time continued as officers of FLOW, the surviving corporation, immediately following the Effective Time and are the officers of FLOW, the surviving corporation, until their successors are elected or appointed and qualified or until their earlier death, resignation or removal in accordance with FLOW's, the surviving corporation, charter and bylaws.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



At the Effective Time, pursuant to the Merger Agreement, the certificate of
incorporation of FLOW in effect immediately prior to the Effective Time was
amended and restated in its entirety and became the amended and restated
certificate of incorporation of FLOW, the surviving corporation, as set forth in
Exhibit 3.1 and is incorporated by reference in this Item 5.03. In addition, at
the Effective Time, the amended and restated bylaws of FLOW in effect
immediately prior to the Effective Time were amended and restated in their
entirety and became the bylaws of FLOW, the surviving corporation, as set forth
in Exhibit 3.2 and are incorporated by reference in this Item 5.03.

Item 8.01 Other Events.

On the Closing Date, FLOW issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibits 99.1.



Item 9.01.                     Financial Statements and Exhibits.
Exhibit
Number                                                    Description

  2.1                  Agreement and Plan of Merger, dated as of December

12, 2021, by and among SPX

Flow, Inc., LSF11 Redwood Acquisitions, LLC and

Redwood Star Merger Sub, Inc.


                       (incorporated by reference to Exhibit 2.1 to FLOW's

Current Report on Form 8-K


                       filed with the Commission on December 15, 2021)*.
  3.1                  Amended and Restated Certificate of Incorporation of

SPX FLOW, Inc.


  3.2                  Amended and Restated Bylaws of SPX FLOW, Inc.

(incorporated by reference to


                       Exhibit 3.2 to FLOW's Annual Report on Form 10-K

filed with the Commission on

February 16, 2022).
  99.1                 Press Release dated as of April 5, 2022
104                    Cover Page Interactive Data File (embedded within

the Inline XBRL document)




* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A
copy of any omitted schedule will be furnished supplementally to the Commission
upon request.

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