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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 30, 2020
SPX FLOW, INC.
(Exact Name of Registrant as specified in Charter)
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| Delaware | | 1-37393 | | 47-3110748 |
| (State or Other Jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
| Incorporation) | | | | Identification No.) |
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (704) 752-4400
NOT APPLICABLE
(Former Name or Former Address if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, Par Value $0.01 | | FLOW | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company: ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01. Other Events.
On March 30, 2020, SPX FLOW, Inc. (the “Company”) issued a press release in which it announced, among other things: (i) the completion of the sale of certain businesses of the Company’s former Power and Energy reportable segment (other than Bran+Luebbe brand products) to funds managed by affiliates of Apollo Global Management, Inc. with the Company receiving net proceeds totaling approximately $400 million after adjustments, fees and taxes and increasing its liquidity to over $1.1 billion (including over $600 million of cash on hand and a $500 million undrawn, global revolver), (ii) the Company is targeting total debt reduction in 2020 of $300 million, to approximately $400 million, and (iii) the Company’s Board of Directors authorized a $150 million share repurchase program over a period expiring December 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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| Exhibit No. | | Description |
| | Press Release of SPX FLOW, Inc. dated March 30, 2020. |
| 104 | | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | SPX FLOW, Inc. |
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| Date: March 30, 2020 | By: | /s/ Peter J. Ryan |
| | | Peter J. Ryan |
| | | Vice President, Secretary and General Counsel |