(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (i704) i752-4400
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(Former Name
or Former Address if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, Par Value $0.01
iFLOW
iNew
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: i☐
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 2.01. Completion of Acquisition and Disposition of Assets.
As previously announced, on November
24, 2019, SPX FLOW, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Sale 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 agreed to, indirectly through certain of its subsidiaries, sell certain businesses of the Company’s former Power and Energy reportable segment (other than Bran+Luebbe brand products) (collectively, the “P&E Business”) to the Buyer (the “Transaction”). The Transaction was completed on March 30, 2020 (the “Closing Date”). As previously announced, the
purchase price in the Transaction was $475 million, subject to adjustment 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. On the Closing Date, the Company received net proceeds of approximately $400 million in payment of Transaction consideration.
The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Sale Agreement and the transactions contemplated thereby or a complete explanation of the material terms thereof. The foregoing description is subject to and qualified in its entirety by reference to the text of the Sale Agreement, which was filed as Exhibit
2.1 to the Current Report on Form 8-K filed by the Company on November 25, 2019, and which is incorporated herein by reference.
Item 5.02. Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2020, the employment of Jose Larios as the Company’s President, Power & Energy, was terminated to permit him to accept
employment with an affiliate of the Buyer in connection with the Transaction.
Item 9.01. Financial Statements and Exhibits.
(b) No pro forma financial statements reflecting the impact of the Transaction are provided in this report, as the P&E Business disposed of in the Transaction was classified as discontinued operations in the Company’s consolidated statements of operations for the fiscal years ended December 31, 2019, 2018 and 2017 included in its Annual Report on Form 10-K for
the fiscal year ended December 31, 2019, the assets and liabilities of the P&E Business were reflected as “assets of discontinued operations – current” and “liabilities of discontinued operations – current”, respectively, in the Company’s consolidated balance sheet as of December 31, 2019 included in such Annual Report on Form 10-K, and the cumulative foreign currency translation adjustment balance of the P&E Business of $155.0 million included in the Company’s “Accumulated Other Comprehensive Loss” balance of $426.5 million in its consolidated balance sheet as of December 31, 2019 is described in Note 4 of Notes to Consolidated
Financial Statements included in Part II, Item 8 of such Form 10-K.
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.
