PREM14A
Table of Contents
Index to Financial Statements

 

 

 

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 (Amendment No.    )

 

 

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 Pursuant to §240.14a-12

APERGY CORPORATION

(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:

 

Shares of common stock of Apergy Corporation, $0.01 per share

  (2)  

Aggregate number of securities to which transaction applies:

 

127,199,346

  (3)  

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

 

26.37

  (4)  

Proposed maximum aggregate value of transaction:

 

3,354,246,754.02

  (5)  

Total fee paid:

 

$435,381.23

  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:

 

The filing fee in the amount of $435,381.23 was paid in connection with Apergy Corporation’s Registration Statement on Form S-4, which was filed on February 11, 2020 (Registration No. 333-236379), calculated as set forth therein.

  (2)  

Form, Schedule or Registration Statement No.:

 

Registration No. 333-236379

  (3)  

Filing Party:

 

Apergy Corporation

  (4)  

Date Filed:

 

February 11, 2020

 

 

 


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EXPLANATORY NOTE

This proxy statement relates to the special meeting of stockholders of Apergy Corporation (“Apergy”) to approve the proposals described herein in connection with the merger (the “Merger”) of Athena Merger Sub, Inc., a newly formed, wholly owned subsidiary of Apergy (“Merger Sub”), with and into ChampionX Holding Inc. (“ChampionX”), which is currently a wholly owned subsidiary of Ecolab Inc. (“Ecolab”), whereby the separate corporate existence of Merger Sub will cease and ChampionX will continue as the surviving company and as a wholly owned subsidiary of Apergy. ChampionX has filed a registration statement on Form S-4 and Form S-1 (Reg. No. 333-236380) to register the offer of shares of its common stock, par value $0.01 per share, which shares will be distributed to Ecolab’s stockholders pursuant to a split-off and/or a spin-off (in the event the Exchange Offer (as defined below) is not fully subscribed or is terminated) in connection with the Merger and the other transactions described in this proxy statement, and will be immediately converted into shares of Apergy common stock in the Merger. Pursuant to that registration statement, Ecolab will offer its stockholders the option to exchange their shares of Ecolab common stock for shares of ChampionX common stock in an exchange offer (the “Exchange Offer”), which shares of ChampionX common stock would be converted immediately into shares of Apergy common stock in the Merger. If the Exchange Offer is not fully subscribed because less than all shares of ChampionX common stock owned by Ecolab are exchanged, the remaining shares of ChampionX common stock owned by Ecolab would be distributed on a pro rata basis to Ecolab stockholders whose shares of Ecolab common stock remain outstanding after the consummation of the Exchange Offer. In addition, Apergy has filed a registration statement on Form S-4 (Reg. No. 333-236379) to register the shares of its common stock, par value $0.01 per share that will be issued in the Merger.


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PRELIMINARY PROXY STATEMENT—

SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2020

 

LOGO

[·], 2020

MERGER PROPOSED—YOUR VOTE IS IMPORTANT

Dear Fellow Stockholders:

You are cordially invited to attend the special meeting of stockholders of Apergy Corporation (“Apergy”), to be held on [·] [a.m./p.m.], Central time, at the offices of [·] to vote on actions associated with a strategic combination that your board of directors has determined represents a tremendous opportunity to strengthen Apergy and position it to deliver enhanced, sustainable stockholder value. A notice of the special meeting and the proxy statement follow.

As previously announced, on December 18, 2019, Apergy and Ecolab Inc., which we refer to as Ecolab, agreed to combine Ecolab’s upstream energy business, which we refer to as the ChampionX Business, with Apergy, which we refer to as the Merger.

In connection with the transactions necessary to combine the ChampionX Business and Apergy, at the special meeting you will be asked to approve:

 

   

the issuance of shares of Apergy common stock in the Merger, which we refer to as the Share Issuance Proposal; and

 

   

the adjournment of the special meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to approve the Share Issuance Proposal, which we refer to as the meeting adjournment proposal.

If the Share Issuance Proposal is not approved, the transactions necessary to combine the ChampionX Business and Apergy cannot be completed.

After the consummation of the transactions necessary to combine the ChampionX Business and Apergy, approximately 62% of the outstanding shares of Apergy common stock are expected to be held by pre-transactions holders of Ecolab common stock and approximately 38% of the outstanding shares of Apergy common stock are expected to be held by pre-transactions holders of Apergy common stock. After the consummation of the transactions necessary to combine the ChampionX Business and Apergy, Apergy common stock will continue to be listed on the NYSE under Apergy’s current symbol, “APY.”

The Apergy Board of Directors unanimously recommends that you vote FOR the Share Issuance Proposal, and FOR the meeting adjournment proposal.

Your vote is very important, regardless of the number of shares you own. We cannot complete the Merger unless the Share Issuance Proposal is approved by our stockholders at the special meeting. Only stockholders who owned shares of Apergy common stock at the close of business on [·], 2020 will be entitled to vote at the special meeting. Whether or not you plan to be present at the special meeting, please complete, sign, date and return your proxy card in the enclosed envelope, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card. If you hold your shares in “street name,” you should instruct your broker how to vote your shares in accordance with your voting instruction form.


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This document is a proxy statement of Apergy for its use in soliciting proxies for the special meeting. We urge you to review this entire document carefully. In particular, you should consider the matters discussed under “Risk Factors” beginning on page 22.

On behalf of Apergy, I thank you for your support and appreciate your consideration of this matter.

Cordially,

Sivasankaran (“Soma”) Somasundaram

President and Chief Executive Officer

Neither the U.S. Securities and Exchange Commission nor any state securities regulator has approved or disapproved the transactions described in this proxy statement, including the Merger and the issuance of shares of Apergy common stock contemplated by the Share Issuance Proposal, or determined if this proxy statement is accurate or adequate. Any representation to the contrary is a criminal offense.

The date of this proxy statement is [], 2020, and it is first being mailed to Apergy stockholders on or about [·], 2020.


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APERGY CORPORATION

2445 Technology Forest Blvd.

The Woodlands, Texas 77381

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [·], 2020

To the Stockholders of Apergy Corporation:

NOTICE IS HEREBY GIVEN of a special meeting of stockholders of Apergy Corporation, a Delaware corporation, which we refer to as Apergy, which will be held at [·], on [·] at [·] [a.m./p.m.], Central time, for the following purposes:

 

  1.

to consider and vote on a proposal to approve, for purposes of complying with applicable provisions of New York Stock Exchange (“NYSE”) Listed Company Manual Rule 312.03, the issuance of Apergy common stock in connection with the Agreement and Plan of Merger and Reorganization, which we refer to as the Merger Agreement, dated as of December 18, 2019, as it may be amended from time to time, by and among Ecolab Inc., ChampionX Holding Inc., Apergy and Athena Merger Sub, Inc., which we refer to as the Share Issuance Proposal; and

 

  2.

to consider and vote on a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance Proposal, which we refer to as the meeting adjournment proposal.

The approval of the proposal set forth in item 1 above is the only approval of Apergy stockholders required for completion of the Merger and the transactions contemplated by the Merger Agreement. Apergy will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment thereof.

The Apergy Board of Directors has fixed the close of business on [·] as the record date for the special meeting. Only Apergy stockholders of record as of the record date are entitled to receive notice of, and to vote at, the special meeting or any adjournment thereof. A complete list of such stockholders will be available for inspection by any Apergy stockholder for any purpose germane to the special meeting during ordinary business hours for the ten days preceding the special meeting at Apergy’s principal executive offices located at 2445 Technology Forest Blvd., The Woodlands, TX 77381. The eligible Apergy stockholder list will also be available at the special meeting for examination by any stockholder present at such meeting.

THE APERGY BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE MERGER AND THE SHARE ISSUANCE, AND UNANIMOUSLY RECOMMENDS THAT APERGY STOCKHOLDERS VOTE FOR THE SHARE ISSUANCE PROPOSAL AND FOR THE MEETING ADJOURNMENT PROPOSAL. STOCKHOLDER APPROVAL OF THE SHARE ISSUANCE PROPOSAL IS NECESSARY TO EFFECT THE MERGER.

Your vote is very important. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to authorize the individuals named on your proxy card to vote your shares as promptly as possible by (1) accessing the Internet site listed on the proxy card, (2) calling the toll-free number listed on the proxy card or (3) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. If you hold your shares in “street name,” you should instruct your broker how to vote your shares in accordance with your voting instruction form. Apergy stockholders may revoke their proxy in the manner described in the accompanying proxy statement before it has been voted at the special meeting.

By Order of the Apergy Board of Directors,

Julia Wright

Senior Vice President, General Counsel and Secretary

The Woodlands, Texas


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TABLE OF CONTENTS

 

REFERENCES TO ADDITIONAL INFORMATION

     1  

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETING

     4  

SUMMARY

     12  

RISK FACTORS

     22  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     43  

THE APERGY SPECIAL MEETING

     45  

INFORMATION ABOUT ECOLAB’S EXCHANGE OFFER

     49  

INFORMATION ABOUT APERGY

     50  

INFORMATION ABOUT THE CHAMPIONX BUSINESS

     52  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE CHAMPIONX BUSINESS

     68  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF APERGY

     95  

SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION OF THE CHAMPIONX BUSINESS

     97  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF APERGY

     99  

HISTORICAL PER SHARE INFORMATION, MARKET PRICE AND DIVIDEND INFORMATION

     112  

THE TRANSACTIONS

     113  

THE TRANSACTION AGREEMENTS

     151  

ADDITIONAL AGREEMENTS RELATED TO THE SEPARATION, THE DISTRIBUTION AND THE MERGER

     174  

DESCRIPTION OF CAPITAL STOCK OF APERGY BEFORE AND AFTER THE MERGER

     184  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF APERGY

     190  

PROPOSAL 1

     192  

PROPOSAL 2

     193  

SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS

     194  

WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION BY REFERENCE

     195  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

Annexes   

Agreement and Plan of Merger and Reorganization

     A-1  

Separation and Distribution Agreement

     B-1  

Employee Matters Agreement

     C-1  

Form of Tax Matters Agreement

     D-1  

Opinion of Centerview Partners LLC

     E-1  

Opinion of Lazard Frères & Co. LLC

     F-1  


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REFERENCES TO ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about Apergy from documents filed with the Securities and Exchange Commission (“SEC”) that have not been included or delivered with this proxy statement and have not been incorporation by reference unless explicitly stated. Copies of Apergy’s filings with the SEC are available to investors without charge by request made to Apergy in writing, by telephone or by email with the following contact information:

Apergy Corporation

Attn: Investor Information

2445 Technology Forest Blvd.

The Woodlands, TX 77381

Telephone: (713) 230-8031

Email: David.Skipper@apergy.com

See “Where You Can Find Additional Information; Incorporation by Reference.”

All information contained or incorporated by reference in this proxy statement with respect to Apergy, Merger Sub and their respective subsidiaries, as well as information on Apergy after the consummation of the Transactions, has been provided by Apergy. All other information contained or incorporated by reference in this proxy statement with respect to Ecolab, ChampionX or their respective subsidiaries and with respect to the terms and conditions of Ecolab’s exchange offer has been provided by Ecolab.

The information included in this proxy statement regarding Ecolab’s Exchange Offer is being provided for informational purposes only and does not purport to be complete. For additional information on Ecolab’s Exchange Offer and the terms and conditions of Ecolab’s Exchange Offer, Apergy’s stockholders are urged to read, when available, ChampionX’s registration statement on Form S-4 and Form S-1 (Reg. No. 333-[·]), Apergy’s registration statement on Form S-4 (Reg. No. 333-236379) and all other documents ChampionX or Apergy file with the SEC relating to the Transactions. This proxy statement constitutes only a proxy statement for Apergy stockholders relating to the special meeting and is not an offer to sell or a solicitation of an offer to purchase shares of Apergy common stock, Ecolab common stock or ChampionX common stock.

SELECTED DEFINITIONS

Certain abbreviations and terms used in the text and notes are defined as follows:

 

Abbreviation/Term

  

Definition

Apergy    Apergy Corporation
Apergy common stock    The common stock, par value $0.01 per share, of Apergy
Apergy equityholders    Pre-Merger holders of Apergy common stock or equity-based awards of Apergy
Cash Payment    An amount equal to $525 million plus an estimate of the aggregate amount of certain taxes paid by Ecolab prior to the Separation effective time that are allocated to Apergy under the Tax Matters Agreement (which shall not exceed $12 million)
ChampionX    ChampionX Holding Inc., currently a wholly owned subsidiary of Ecolab
ChampionX Business    Ecolab’s upstream energy business
ChampionX common stock    The common stock, par value $0.01 per share, of ChampionX

 

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Abbreviation/Term

  

Definition

ChampionX equityholders    Pre-Merger holders of shares of ChampionX common stock and ChampionX Employees (as defined in “Additional Agreements Related to the Separation, the Distribution and the Merger — Employee Matters Agreement — Transfer of ChampionX and Ecolab Employees and Independent Contractors and Liability for Related Costs”)
clean-up spin-off    The distribution by Ecolab following the consummation of the Exchange Offer, if the Exchange Offer is not fully subscribed, of the remaining shares of ChampionX common stock owned by Ecolab on a pro rata basis to Ecolab stockholders whose shares of Ecolab common stock remain outstanding after consummation of the Exchange Offer
Contribution    The transfer of assets from Ecolab to ChampionX and the assumption of liabilities by ChampionX from Ecolab pursuant to the Internal Restructuring (as defined in and contemplated by the Separation Agreement) or otherwise arising out of or resulting from the transactions contemplated by the Separation Agreement
Distribution    The distribution by Ecolab, pursuant to the Separation Agreement, of (i) up to 100% of the shares of ChampionX common stock to Ecolab’s stockholders in the Exchange Offer followed, if necessary, by the clean-up spin-off or (ii) if the Exchange Offer is terminated, all of the outstanding shares of ChampionX common stock to Ecolab stockholders on a pro rata basis
Ecolab    Ecolab Inc.
Ecolab common stock    The common stock, par value $1.00 per share, of Ecolab
Ecolab Savings Plans    The Ecolab Savings Plan and ESOP, the Ecolab Savings Plan and ESOP for Traditional Benefit Employees, and the Ecolab Puerto Rico Savings Plan
Exchange Offer    The exchange offer described in ChampionX’s registration statement on Form S-4 and Form S-1 (Reg. No. 333-236380), whereby Ecolab is offering to its stockholders the ability to exchange all or a portion of their shares of Ecolab common stock for shares of ChampionX common stock, which shares of ChampionX common stock will be immediately exchanged for Apergy common stock in the Merger
Merger    The merger of Merger Sub with and into ChampionX, with ChampionX surviving the merger as a wholly owned subsidiary of Apergy, as contemplated by the Merger Agreement
Merger Agreement    The Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, by and among Ecolab, Apergy, ChampionX and Merger Sub (as it may be amended from time to time)
Merger Sub    Athena Merger Sub, Inc., a wholly owned subsidiary of Apergy
NYSE    The New York Stock Exchange
Separation Agreement    The Separation and Distribution Agreement, dated as of December 18, 2019, by and among Ecolab, ChampionX and Apergy (as it may be amended from time to time)
Share Issuance    The issuance of Apergy common stock in connection with the Merger

 

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Abbreviation/Term

  

Definition

Share Issuance Proposal    The proposal to approve the Share Issuance
Transactions    The transactions contemplated by the Merger Agreement and the Separation Agreement
Valuation Dates    The last three full trading days ending on and including the third trading day preceding the expiration date of the Exchange Offer, as it may be voluntarily extended
VWAP    Volume-weighted average price

 

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETING

The following are brief answers to some of the common questions that stockholders of Apergy may have regarding the transactions contemplated by the Merger Agreement and the Separation Agreement, which provide for, among other things, the Separation, the Distribution and the Merger. For more detailed information about the matters discussed in these questions and answers, see “The Transactions” beginning on page 113 and “The Transaction Agreements” beginning on page 151. These questions and answers are not meant to be a substitute for the information contained in the remainder of this proxy statement, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this proxy statement. Stockholders of Apergy are urged to read this proxy statement in its entirety before making any decision. Additional important information is also contained in the annexes to this proxy statement. You should pay special attention to the “Risk Factors” beginning on page 22 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 43.

 

Q:

Why am I receiving this proxy statement?

 

A:

Ecolab, ChampionX, Apergy and Merger Sub have entered into the Merger Agreement pursuant to which the ChampionX Business will combine with Apergy’s business. Apergy is holding a special meeting of its stockholders in order to obtain stockholder approval of the Share Issuance. Apergy cannot complete the Transactions unless the Share Issuance is approved by the affirmative vote of the holders of a majority of the voting power of Apergy present in person or represented by proxy and entitled to vote on such matter, at a special meeting at which a quorum is present.

This proxy statement includes important information about the Transactions and the special meeting of Apergy stockholders. Apergy stockholders should read this information carefully and in its entirety. A copy of the Merger Agreement is attached hereto as Annex A and a copy of the Separation Agreement is attached hereto as Annex B. The enclosed voting materials allow Apergy stockholders to vote their shares without attending the Apergy special meeting. The vote of Apergy stockholders is very important and Apergy encourages its stockholders to vote their proxy as soon as possible. Please follow the instructions set forth on the enclosed proxy card (or on the voting instruction form provided by the record holder if shares of Apergy stock are held in the name of a bank, broker or other nominee).

 

Q:

What is Apergy proposing?

 

A:

Apergy is proposing to combine the ChampionX Business with Apergy through a series of transactions as contemplated by the Merger Agreement and the Separation Agreement as described in more detail below and elsewhere in this proxy statement.

 

Q:

What are the transactions described in this proxy statement?

 

A:

References to the “Transactions” mean the transactions contemplated by the Merger Agreement and the Separation Agreement. These agreements provide for, among other things:

 

   

the separation of the upstream energy business of Ecolab, which we refer to as the ChampionX Business, from the other businesses of Ecolab, which we refer to as the Separation;

 

   

the distribution by Ecolab, pursuant to the Separation Agreement, which we refer to as the Distribution, of (i) up to 100% of the shares of ChampionX common stock to Ecolab’s stockholders in the Exchange Offer followed, if necessary, by the clean-up spin-off or (ii) if Ecolab’s Exchange Offer is terminated, all of the outstanding shares of ChampionX common stock to Ecolab stockholders on a pro rata basis; and

 

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the merger of Merger Sub with and into ChampionX, with ChampionX continuing as the surviving corporation and as a wholly owned subsidiary of Apergy, as contemplated by the Merger Agreement, which we refer to as the Merger.

The Separation, the Distribution and the Merger are described in more detail in “The Transactions” and elsewhere in this proxy statement.

 

Q:

What are the steps for the Transactions described above?

 

A:

Below is a step-by-step list illustrating the sequence of material events relating to the Separation, the Distribution and the Merger. Each of these events is discussed in more detail elsewhere in this proxy statement. Apergy and Ecolab anticipate that the Separation, the Distribution and Merger will occur in the following order:

Step 1: At or prior to the date of the Distribution (described in Step 3 below), Ecolab, ChampionX and certain of each of their subsidiaries will engage in a series of actions, which may include transfers of securities, formation of new entities or other actions, to effect an internal restructuring. The separation of the ChampionX Business from the other businesses of Ecolab pursuant to the Separation Agreement is referred to as the Separation. In connection with the Separation, ChampionX will (a) issue to Ecolab any additional shares of ChampionX common stock required such that the number of shares of ChampionX common stock held by Ecolab shall be equal to the number of shares required to effect the Distribution (described in Step 3 below), and (b) make the Cash Payment.

Step 2: On the Distribution Date (described in Step 3 below), to the extent not previously effected pursuant to Step 1, (a) Ecolab and certain Ecolab subsidiaries will transfer to ChampionX or a ChampionX designee certain assets related to the ChampionX Business and certain liabilities related to the ChampionX Business, and (b) if needed, ChampionX and certain ChampionX subsidiaries will transfer to Ecolab or an Ecolab designee assets excluded from the ChampionX Business and liabilities excluded from the ChampionX Business.

Step 3: On the closing date of the Merger, Ecolab will distribute 100% of the shares of ChampionX common stock to Ecolab stockholders through the Exchange Offer. If the Exchange Offer is consummated, but the Exchange Offer is not fully subscribed because fewer than all shares of ChampionX common stock owned by Ecolab are exchanged, the remaining shares of ChampionX common stock owned by Ecolab would be distributed in the clean-up spin-off to Ecolab stockholders whose shares of Ecolab common stock remain outstanding after consummation of Ecolab’s Exchange Offer. If the Exchange Offer is terminated by Ecolab without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), Ecolab intends to distribute all shares of ChampionX common stock owned by Ecolab on a pro rata basis to holders of Ecolab common stock, with a record date to be announced by Ecolab. The date on which the Distribution occurs is referred to as the Distribution Date. The date on which the Distribution occurs is referred to as the Distribution Date. See “The Transactions—The Separation and the Distribution—The Distribution.”

Step 4: In the Merger, Merger Sub will be merged with and into ChampionX, with ChampionX surviving as a wholly owned subsidiary of Apergy. In the Merger, each outstanding share of ChampionX common stock (except for shares of ChampionX common stock held by Ecolab, which shares will be canceled and cease to exist, and no consideration will be delivered in exchange therefor) will be converted into the right to receive a number of duly authorized, validly issued, fully paid and nonassessable shares of Apergy common stock equal such that ChampionX equityholders will own approximately 62% of the issued and outstanding Apergy common stock on a fully diluted basis and Apergy equityholders will own, in the aggregate, approximately 38% of the issued and outstanding Apergy common stock on a fully diluted basis.

Step 5: The Exchange Offer agent will distribute to ChampionX stockholders shares of Apergy common stock in the form of a book-entry authorization and cash in lieu of fractional shares (if any) in accordance with the terms of the Merger Agreement.

 

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Q:

What are the principal adverse effects of the Transactions to Apergy stockholders?

 

A:

Following the consummation of the Transactions, Apergy stockholders will participate in a company that holds the ChampionX Business, but their percentage interest in this company will be diluted. Immediately after consummation of the Merger, pre-Merger Apergy stockholders are expected to own 38% of Apergy common stock on a fully diluted basis, subject only to an adjustment in limited circumstances as provided in the Merger Agreement (in the event of any stock split, stock dividend or similar transaction with respect to Apergy common stock, and in any such case the adjustment to the exchange ratio will be to provide the same economic effect under the Merger Agreement prior to such action). Therefore, the voting power represented by the shares held by pre-Merger Apergy stockholders will be lower immediately following the Merger than immediately prior to the Merger.

 

Q:

What will Apergy stockholders receive in the Merger?

 

A:

Apergy stockholders will not directly receive any consideration in the Merger. All shares of Apergy common stock issued and outstanding immediately before the Merger will remain issued and outstanding after the consummation of the Merger. Immediately after the Merger, Apergy stockholders will continue to own shares in Apergy, which will include the ChampionX Business, including ChampionX, as a wholly owned subsidiary of Apergy.

 

Q:

How will the Transactions impact the future liquidity and capital resources of Apergy?

 

A:

Following completion of the Merger, Apergy will maintain the Apergy Credit Facility and the ChampionX Credit Facility. In connection with entry into the Merger Agreement, (i) ChampionX entered into the Commitment Letter with the Commitment Parties, pursuant to which such the Commitment Parties committed to provide to ChampionX, subject to customary closing conditions, up to $537 million of senior secured term loans and (ii) Apergy anticipates entering into the First Amendment to Apergy Credit Agreement, pursuant to which certain of the Apergy Lenders will provide, subject to customary closing conditions, up to $150 million additional revolving commitments under the Apergy Credit Agreement. ChampionX expects to close the ChampionX Credit Facility substantially simultaneously with the closing of the Merger and the Contribution and Distribution and to apply the proceeds thereof as described below. Immediately prior to the consummation of the Merger, ChampionX will use the proceeds of the ChampionX Credit Facility to finance a distribution to Ecolab and otherwise pay certain expenses in connection with the Transactions. In connection with the Merger, the ChampionX Credit Facility and the Apergy Credit Facility (i) Apergy and certain of its subsidiaries will become guarantors under the ChampionX Credit Facility, and will pledge certain of their assets to secure amounts outstanding under the ChampionX Credit Facility and (ii) ChampionX and certain of its subsidiaries will become guarantors under the Apergy Credit Facility, and will pledge certain of their assets to secure amounts outstanding under the Apergy Credit Facility. Apergy anticipates that, following the consummation of the Merger, its primary sources of liquidity for working capital and operating activities, including any future acquisitions, will be cash from operations and borrowings under the Apergy Credit Facility. Apergy expects that these sources of liquidity will be sufficient to make required payments of interest on its outstanding debt and to fund working capital and capital expenditure requirements, including costs relating to the Transactions.

 

Q:

What are the material U.S. federal income tax consequences to Apergy and Apergy stockholders resulting from the Distribution and the Merger?

 

A:

Neither Apergy nor Apergy stockholders will recognize any gain or loss for U.S. federal income tax purposes as a result of the Distribution or the Merger. Because Apergy stockholders will not participate in the Distribution or the Merger, Apergy stockholders will generally not recognize gain or loss upon either the Distribution or the Merger. Apergy stockholders should consult their own tax advisors for a full understanding of the tax consequences to them of the Distribution and the Merger.

 

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Q:

Who will serve on the Apergy Board of Directors following completion of the Transactions?

 

A:

Immediately after the Merger, the Apergy Board of Directors will consist of nine directors: the seven current Apergy directors and two additional directors designated by Ecolab. One of the Ecolab board designees shall be appointed as a Class I director of Apergy, and the second of the Ecolab board designees shall be appointed as a Class II director of Apergy. Each of the directors designated by Ecolab must qualify as an independent director, as such term is defined in NYSE Rule 303A.02. See “The Transactions—Board of Directors and Executive Officers of Apergy Following the Merger; Operations Following the Merger” for more detailed information.

 

Q:

Who will manage the business of Apergy after the Transactions?

 

A:

Apergy’s current President and Chief Executive Officer, Sivasankaran Somasundaram, and current Senior Vice President and Chief Financial Officer, Jay A. Nutt, will continue in their roles. Deric Bryant, current Executive Vice President & President of Ecolab’s Upstream Energy business, is expected to serve as Chief Operating Officer. Certain members of the ChampionX management team are expected to join Apergy’s senior management team, as well. See “The Transactions—Board of Directors and Executive Officers of Apergy Following the Merger; Operations Following the Merger” for more detailed information.

 

Q:

What is the estimated total value of the consideration to be paid by Apergy to ChampionX stockholders in the Transactions?

 

A:

Based upon the reported closing price for Apergy common stock on the NYSE of $30.67 per share on December 18, 2019, the last trading day before the announcement of the signing of the Merger Agreement, the estimated total value of the shares to be issued by Apergy to ChampionX stockholders in the Merger (excluding applicable holders of the equity awards described below) would have been approximately $3.9 billion. Based upon the reported closing price for Apergy common stock on the NYSE of $27.22 per share on February 5, 2020, the estimated total value of the shares to be issued by Apergy to ChampionX stockholders pursuant to the Merger (excluding applicable holders of the equity awards described below) would be approximately $3.34 billion. The actual total value of the consideration to be paid by Apergy in connection with the Merger will depend on the market price of shares of Apergy common stock at the time of the closing of the Merger.

 

Q:

Does Apergy have to pay a termination fee to Ecolab or reimburse Ecolab’s expenses if the Share Issuance Proposal is not approved by Apergy stockholders or if the Merger Agreement is otherwise terminated?

 

A:

In specified circumstances, depending on the reasons for termination of the Merger Agreement, Apergy may be required to pay Ecolab a termination fee of $89.8 million, which would be reduced by any expense reimbursement paid by Apergy in connection with termination as described in the following sentence. In certain circumstances of termination, Apergy is required to partially reimburse Ecolab in cash for fees and expenses incurred by Ecolab in connection with the Merger Agreement and the Transactions, equal to $25.0 million in the aggregate.

For a discussion of the circumstances under which the termination fee is payable by Apergy or Apergy is required to partially reimburse Ecolab’s expenses, see “The Transaction Agreements—The Merger Agreement—Termination Fee and Expenses Payable in Certain Circumstances” beginning on page 167.

 

Q:

Does Ecolab have to pay a termination fee to Apergy or reimburse Apergy’s expenses if the Merger Agreement is terminated?

 

A:

No.

 

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Index to Financial Statements
Q:

Are there risks associated with the Transactions?

 

A:

Yes. Apergy and ChampionX may not realize the expected benefits of the Transactions because of the risks and uncertainties discussed in the section entitled “Risk Factors” beginning on page 22 and the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 43. These risks include, among others, risks relating to the uncertainty that the Transactions will close, the uncertainty that Apergy will be able to integrate the ChampionX Business successfully, and uncertainties relating to the performance of Apergy after the Transactions.

 

Q:

Can Apergy, Ecolab or ChampionX stockholders demand appraisal of their shares?

 

A:

No. None of Apergy, Ecolab or ChampionX stockholders have appraisal rights under Delaware law in connection with the Separation, the Distribution or the Merger.

 

Q:

When will the Transactions be completed?

 

A:

The Transactions are expected to be completed in the second quarter of 2020, subject to receipt of Apergy stockholder approval, applicable antitrust and other regulatory approvals, and satisfaction of other customary closing conditions.

 

Q:

What will ChampionX stockholders be entitled to receive pursuant to the Transactions?

 

A:

Each Ecolab stockholder that elects to participate in the Exchange Offer will ultimately receive shares of Apergy common stock in the Merger. Ecolab stockholders will not be required to pay for the shares of ChampionX common stock distributed in the Distribution or the shares of Apergy common stock issued in the Merger. ChampionX stockholders will receive cash in lieu of any fractional shares of Apergy common stock (after such fractional shares are aggregated with all other fractional shares that would be issued to such holder) to which such holders would otherwise be entitled. All shares of Apergy common stock issued in the Merger will be issued in book-entry form.

 

Q:

What are Apergy stockholders being asked to vote on at the special meeting?

 

A:

Apergy stockholders are being asked to approve the issuance of Apergy common stock in connection with the Merger, which we refer to as the Share Issuance Proposal. Apergy stockholder approval of the Share Issuance Proposal is required under NYSE rules and is a condition to the completion of the Distribution and the Merger.

Additionally, Apergy stockholders are being asked to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance Proposal, which we refer to as the meeting adjournment proposal. The approval by Apergy stockholders of the meeting adjournment proposal is not a condition to the completion of the Distribution or the Merger.

 

Q:

When and where is the special meeting of Apergy stockholders?

 

A:

The Apergy special meeting of stockholders will be held at [●], on [●] at [●] [a.m./p.m.], Central time.

 

Q:

Who can vote at the Apergy special meeting of stockholders?

 

A:

Only stockholders who own Apergy common stock at the close of business on [●], 2020 are entitled to vote at the special meeting. Each holder of Apergy common stock is entitled to one vote per share. There were [●] shares of Apergy common stock outstanding on the record date.

 

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Index to Financial Statements
Q:

How does the Apergy Board of Directors recommend that Apergy stockholders vote?

 

A:

The Apergy Board of Directors has determined that the terms of the Merger Agreement, the Merger, the Transactions and the issuance of Apergy common stock in connection therewith, which we refer to as the Share Issuance, are advisable and fair to, and in the best interests of Apergy and its stockholders. Accordingly, the Apergy Board of Directors has unanimously approved the Merger Agreement, the Merger, the Transactions and the issuance of shares of Apergy common stock set forth in the Share Issuance Proposal. The Apergy Board of Directors unanimously recommends that Apergy stockholders vote “FOR” the Share Issuance Proposal and “FOR” the meeting adjournment proposal.

 

Q:

Do any of Apergy’s executive officers have interests in the Merger or the other transactions contemplated by the Merger Agreement that may differ from those of Apergy’s stockholders?

 

A:

Apergy’s executive officers have certain interests in the Merger that may be different from, or in addition to, the interests of Apergy stockholders generally. The Apergy Board of Directors was aware of and considered these interests, among other matters, in evaluating the Merger Agreement and the Merger and in making its recommendation. For more information regarding these interests, see the section entitled “The Transactions—Interests of Certain Persons in the Transactions.”

 

Q:

What vote is required to approve the Share Issuance Proposal and the meeting adjournment proposal at the Apergy special meeting of stockholders?

 

A:

In accordance with NYSE Listing Rules, the Delaware General Corporation Law, which we refer to as the DGCL, and Apergy’s organizational documents, the approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority of the voting power of Apergy present in person or represented by proxy and entitled to vote on such matter, at a special meeting at which a quorum is present. This means the number of shares of Apergy common stock voted “FOR” the Share Issuance Proposal must exceed the aggregate number of shares of Apergy common stock voted “AGAINST” the Share Issuance Proposal and shares of Apergy common stock that are the subject of abstentions in connection with the Share Issuance Proposal. Abstentions will be considered present at the special meeting for the purposes of establishing quorum, and will have the effect of a vote “AGAINST” the Share Issuance Proposal. Shares held in “street name” by a bank, broker or other nominee for which the beneficial owner does not provide voting instructions will not be voted, which will have no effect on the proposals, but may result in the failure to establish a quorum for the special meeting.

In accordance with the DGCL and Apergy’s organizational documents, the approval of a meeting adjournment requires the affirmative vote of the holders of a majority of the voting power of Apergy present in person or represented by proxy and entitled to vote on such matter, at a special meeting at which a quorum is present. This means the number of shares of Apergy common stock voted “FOR” the meeting adjournment proposal must exceed the aggregate number of shares of Apergy common stock voted “AGAINST” the meeting adjournment proposal and shares of Apergy common stock that are the subject of abstentions in connection with the meeting adjournment proposal. Abstentions will be considered present at the special meeting for the purposes of establishing quorum, and will have the effect of a vote “AGAINST” this proposal. Shares held in “street name” by a bank, broker or other nominee for which the beneficial owner does not provide voting instructions will not be voted, which will have no effect on the proposals, but may result in the failure to establish a quorum for the special meeting.

 

Q:

What is a quorum?

 

A:

In order for business to be conducted at the Apergy special meeting of stockholders, the DGCL and Apergy’s bylaws require that a quorum must be present. A quorum consists of the holders of a majority of the voting power of Apergy’s common stock issued and outstanding and entitled to vote at the special meeting.

 

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Index to Financial Statements
Q:

Have any Apergy stockholders already agreed to vote in favor of the Share Issuance Proposal?

 

A:

No.

 

Q:

What should Apergy stockholders do now in order to vote on the proposals being considered at the Apergy special meeting?

 

A:

Apergy stockholders may submit a proxy by mail, telephone or Internet by following the instructions on the proxy card.

Submitting a proxy means that a stockholder gives someone else the right to vote his or her shares in accordance with his or her instructions. In this way, the stockholder ensures that his or her vote will be counted even if he or she is unable to attend the Apergy special meeting. If an Apergy stockholder properly executes a proxy, but does not include specific instructions on how to vote, the individuals named as proxies will vote Apergy stockholders’ shares as follows:

 

   

“FOR” the Share Issuance Proposal; and

 

   

“FOR” the meeting adjournment proposal.

If an Apergy stockholder holds shares in “street name,” which means the shares are held of record by a broker, bank or nominee, please see “Q: If an Apergy stockholder’s shares are held in ‘street name’ by his or her broker, will the broker vote the shares for the stockholder?” below.

Apergy stockholders may also vote in person at the meeting. If an Apergy stockholder plans to attend the Apergy special meeting and wishes to vote in person, he or she will be given a ballot at the Apergy special meeting. Please note, however, that if an Apergy stockholder’s shares are held in “street name,” and he or she wishes to vote in person at the Apergy special meeting, the Apergy stockholder must bring a proxy from the record holder of the shares authorizing him or her to vote at the Apergy special meeting. Whether or not an Apergy stockholder plans to attend the Apergy special meeting, he or she is encouraged to submit his or her proxy as described in this proxy statement.

 

Q:

If an Apergy stockholder is not going to attend the special meeting, should the stockholder return his or her proxy card or otherwise vote his or her shares?

 

A:

Yes. Submitting a proxy by mail, telephone or Internet by following the instructions on the proxy card ensures that the stockholder’s shares will be represented and voted at the special meeting, even if the stockholder is unable to or does not attend.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS DESCRIBED IN THIS PROXY STATEMENT.

 

Q:

If an Apergy stockholder’s shares are held in “street name” by his or her broker, will the broker vote the shares for the stockholder?

 

A:

If an Apergy stockholder’s shares are held in “street name,” which means such shares are held of record by a broker, bank or nominee, the Apergy stockholder will receive instructions from his or her broker, bank or other nominee that he or she must follow in order to have his or her shares of Apergy common stock voted. If an Apergy stockholder has not received such voting instructions or requires further information regarding such voting instructions, the Apergy stockholder should contact his or her bank, broker or other nominee. Brokers, banks or other nominees who hold shares of Apergy common stock for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers, banks and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters that are “non-routine” without

 

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Index to Financial Statements
  specific instructions from the beneficial owner. All proposals for the Apergy special meeting are non-routine and non-discretionary. Therefore, if an Apergy stockholder’s broker, bank or other nominee holds the Apergy stockholder’s shares of Apergy common stock in “street name,” the Apergy stockholder’s bank, broker or other nominee will vote the Apergy stockholder’s shares only if the Apergy stockholder provides instructions on how to vote by filling out the voter instruction form sent to him or her by his or her bank, broker or other nominee with this proxy statement.

 

Q:

Can Apergy stockholders change their vote?

 

A:

Yes. Holders of record of Apergy common stock who have properly completed and submitted their proxy card or have submitted their proxy by telephone or Internet can change their vote before the proxy is voted at the Apergy special meeting in any of the following ways:

 

   

sending a written notice that is received prior to the special meeting stating that the stockholder revokes his or her proxy to Apergy Corporation, 2445 Technology Forest Blvd., Building 4, 12th Floor, The Woodlands, TX 77381, Attention: Secretary;

 

   

properly completing, signing and dating a new proxy card bearing a later date and properly submitting it so that it is received prior to the special meeting;

 

   

visiting the website shown on the proxy card prior to the special meeting and submitting a new proxy in the same manner that the stockholder would submit his or her proxy via the Internet or by calling the toll-free number shown on the proxy card to submit a new proxy by telephone; or

 

   

attending the special meeting in person and voting their shares.

Simply attending the special meeting, without voting your shares, will not revoke a proxy.

An Apergy stockholder whose shares are held in “street name” by his or her bank, broker or other nominee and who has directed that person to vote his or her shares should instruct that person to change his or her vote.

 

Q:

What will happen if an Apergy stockholder abstains from voting, fails to vote or does not direct his or her bank, broker or nominee how to vote on their proxy?

 

A:

If an Apergy stockholder abstains from voting, it will have the effect of a vote “AGAINST” the Share Issuance Proposal and the meeting adjournment proposal.

If an Apergy stockholder fails to vote (or fails to instruct his or her broker, bank or nominee to vote if his or her shares are held in “street name”), it will have no effect on the vote for the Share Issuance Proposal or the meeting adjournment proposal. However, the failure to vote (or failure to give instructions to vote) may have the effect of Apergy failing to establish a quorum at the special meeting. See “Q: What vote is required to approve the Share Issuance Proposal and the meeting adjournment proposal at the Apergy special meeting of stockholders?” and “Q: What is a quorum?”

All properly signed proxies that are received prior to the special meeting and that are not revoked will be voted at the special meeting according to the instructions indicated on the proxies. If a properly executed proxy is returned without an indication as to how shares of Apergy common stock represented are to be voted with regard to a particular proposal, the shares of Apergy common stock represented by the proxy will be voted in accordance with the recommendation of the Apergy Board of Directors, and therefore “FOR” the Share Issuance Proposal and “FOR” the meeting adjournment proposal.

 

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SUMMARY

This summary, together with the section titled “Questions and Answers About the Transactions and the Special Meeting” immediately preceding this summary, provide a summary of the material terms of the Separation, the Distribution and the Merger. These sections highlight selected information contained in this proxy statement and may not include all the information that is important to you. To better understand the proposed Separation, the Distribution and the Merger, and the risks related to the Transactions, and for a more complete description of the legal terms of the Separation, the Distribution and the Merger, you should read this entire proxy statement carefully, including the annexes, as well as those additional documents to which we refer you. See also “Where You Can Find Additional Information; Incorporation by Reference.”

The Companies (See “Information About Apergy” and “Information About the ChampionX Business” beginning on page 50)

Apergy Corporation

2445 Technology Forest Blvd

Building 4, 12th Floor

The Woodlands, Texas 77381

Telephone: (281) 403-5772

Apergy Corporation, which we refer to as Apergy, a Delaware corporation, is a leading provider of highly engineered equipment and technologies that help companies drill for and produce oil and gas safely and efficiently around the world. Apergy’s products provide efficient functioning throughout the lifecycle of a well, from drilling to completion to production. For more information on Apergy, see “Information About Apergy.”

Athena Merger Sub, Inc.

c/o Apergy Corporation

2445 Technology Forest Blvd

Building 4, 12th Floor

The Woodlands, Texas 77381

Telephone: (281) 403-5772

Athena Merger Sub, Inc., which we refer to as Merger Sub, a wholly owned subsidiary of Apergy, was incorporated in the State of Delaware on December 16, 2019 for the purposes of merging with and into ChampionX in the Merger. Merger Sub has not carried on any activities other than in connection with the Merger Agreement.

ChampionX Holding Inc.

11177 South Stadium Drive

Sugar Land, Texas 77478

Telephone: (281) 632-6500

ChampionX Holding Inc., which we refer to as ChampionX, a wholly owned subsidiary of Ecolab, was incorporated in the State of Delaware on September 18, 2019 to own and operate Ecolab’s ChampionX Business. In connection with the Transactions, among other things, Ecolab will cause specified assets and liabilities used in the ChampionX Business to be conveyed to ChampionX in exchange for the issuance to Ecolab of ChampionX common stock and the Cash Payment. For more information on the ChampionX Business, see “Information About the ChampionX Business.”

Ecolab Inc.

1 Ecolab Place

St. Paul, Minnesota 55102

Telephone: (800) 232-6522

 

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Index to Financial Statements

Ecolab Inc., which we refer to as Ecolab, is a Delaware corporation incorporated in 1924. With 2018 sales of $14.7 billion, Ecolab is the global leader in water, hygiene and energy technologies and services that protect people and vital resources. Ecolab delivers comprehensive programs, products and services to promote safe food, maintain clean environments, optimize water and energy use, and improve operational efficiencies for customers in the food, healthcare, energy, hospitality and industrial markets in more than 170 countries around the world. Ecolab’s cleaning and sanitizing programs and products, and pest elimination services, support customers in the foodservice, food and beverage processing, hospitality, healthcare, government and education, retail, textile care and commercial facilities management sectors. Ecolab’s products and technologies are also used in water treatment, pollution control, energy conservation, oil production and refining, steelmaking, papermaking, mining and other industrial processes.

The Transactions (See “The Transactions” beginning on page 113)

On December 18, 2019, Ecolab, ChampionX, Apergy and Merger Sub entered into the Merger Agreement and Ecolab, ChampionX and Apergy entered into the Separation Agreement pursuant to which Apergy will combine with Ecolab’s ChampionX Business. As a result of and immediately following the Transactions, ChampionX equityholders will own, in the aggregate, approximately 62% of the issued and outstanding Apergy common stock on a fully diluted basis and Apergy equityholders will own, in the aggregate, approximately 38% of the issued and outstanding Apergy common stock on a fully diluted basis. Ecolab stockholders that do not participate in the Exchange Offer will retain the shares of Ecolab common stock that they held prior to the Merger.

In connection with the Transactions, Apergy, Ecolab and ChampionX have entered into the Separation Agreement to effect the Separation and Distribution and have entered into or will enter into several other agreements to provide a framework for their relationship after the Distribution and the Merger. These agreements provide for the allocation between Ecolab, on the one hand, and ChampionX and Apergy, on the other hand, of certain assets, liabilities and obligations related to the ChampionX Business and will govern the relationship between Ecolab, ChampionX and Apergy after the Distribution and the Merger. In connection with the Transactions:

 

  (1)

Apergy, ChampionX and Ecolab entered into an Employee Matters Agreement attached as Annex C hereto, which relates to, among other things, Ecolab, ChampionX and Apergy’s obligations with respect to current and former employees of the ChampionX Business;

 

  (2)

ChampionX and Ecolab will enter into a Transition Services Agreement, pursuant to which each party will, on a transitional basis, provide the other party with certain support services and other assistance after the Distribution and Merger;

 

  (3)

Apergy, ChampionX and Ecolab will enter into a Tax Matters Agreement attached as Annex D hereto, providing for, among other things, the allocation between Ecolab, on the one hand, and ChampionX and Apergy, on the other hand, of certain rights and obligations with respect to tax matters;

 

  (4)

ChampionX and Ecolab will enter into an Intellectual Property Matters Agreement, pursuant to which each party will license to the other certain intellectual property owned by such party but used by the other in its respective business as of the Distribution and Merger; and

 

  (5)

ChampionX and Ecolab will enter into a Cross-Supply and Product Transfer Agreement, pursuant to which Ecolab will supply ChampionX with certain products and ChampionX will provide Ecolab with certain products for a transitional period following the Distribution and Merger.

In addition, in connection with the Transactions, ChampionX will enter into a credit agreement with respect to a $537 million senior secured term loan credit facility to finance the Cash Payment to Ecolab and otherwise pay certain expenses in connection with the Transactions. Also, in connection with the Transactions, Apergy anticipates entering into an amendment to its existing credit agreement to, among other things, increase its revolving commitments thereunder by a principal amount up to $150 million.

 

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Index to Financial Statements

For a more complete discussion of the agreements related to the Transactions, see “The Transaction Agreements” and “Additional Agreements Related to the Separation, the Distribution and the Merger.”

Overview (See “The Transactions—Transaction Sequence” beginning on page 115)

Below is a step-by-step list illustrating the sequence of material events relating to the Separation, the Distribution and the Merger. Each of these events is discussed in more detail elsewhere in this proxy statement. Apergy and Ecolab anticipate that the Separation, the Distribution and Merger will occur in the following order:

Step 1: At or prior to the date of the Distribution (described in Step 3 below), Ecolab, ChampionX and certain of each of their subsidiaries will engage in a series of actions, which may include transfers of securities, formation of new entities or other actions, to effect an internal restructuring. The separation of the ChampionX Business from the other businesses of Ecolab pursuant to the Separation Agreement is referred to as the Separation. In connection with the Separation, ChampionX will (a) issue to Ecolab any additional shares of ChampionX common stock required such that the number of shares of ChampionX common stock held by Ecolab shall be equal to the number of shares required to effect the Distribution (described in Step 3 below), and (b) make the Cash Payment.

Step 2: On the Distribution Date (described in Step 3 below), to the extent not previously effected pursuant to Step 1, (a) Ecolab and certain Ecolab subsidiaries will transfer to ChampionX or a ChampionX designee certain assets related to the ChampionX Business and certain liabilities related to the ChampionX Business, and (b) if needed, ChampionX and certain ChampionX subsidiaries will transfer to Ecolab or an Ecolab designee assets excluded from the ChampionX Business and liabilities excluded from the ChampionX Business.

Step 3: On the closing date of the Merger, Ecolab will distribute 100% of the shares of ChampionX common stock to Ecolab stockholders participating in the Exchange Offer. If the Exchange Offer is consummated, but the Exchange Offer is not fully subscribed because fewer than all shares of ChampionX common stock owned by Ecolab are exchanged, the remaining shares of ChampionX common stock owned by Ecolab would be distributed in the clean-up spin-off to Ecolab stockholders whose shares of Ecolab common stock remain outstanding after consummation of the Exchange Offer. If the Exchange Offer is terminated by Ecolab without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), Ecolab intends to distribute all shares of ChampionX common stock owned by Ecolab on a pro rata basis to holders of Ecolab common stock, with a record date to be announced by Ecolab. See “The Transactions—The Separation and the Distribution—The Distribution.” The date on which the Distribution occurs is referred to as the Distribution Date.

The Exchange Offer agent will hold, for the account of the relevant Ecolab stockholders, the book-entry authorizations representing all of the outstanding shares of ChampionX common stock, pending the consummation of the Merger. Shares of ChampionX common stock will not be able to be traded during this period.

Step 4: In the Merger, Merger Sub will be merged with and into ChampionX, with ChampionX surviving as a wholly owned subsidiary of Apergy. In the Merger, each outstanding share of ChampionX common stock (except for shares of ChampionX common stock held by Ecolab, which shares will be canceled and cease to exist, and no consideration will be delivered in exchange therefor) will be converted into the right to receive a number of duly authorized, validly issued, fully paid and nonassessable shares of Apergy common stock equal such that ChampionX equityholders will own approximately 62% of the issued and outstanding Apergy common stock on a fully diluted basis and Apergy equityholders will own, in the aggregate, approximately 38% of the issued and outstanding Apergy common stock on a fully diluted basis.

 

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Step 5: The Exchange Offer agent will distribute to ChampionX stockholders shares of Apergy common stock in the form of a book-entry authorization and cash in lieu of fractional shares (if any) in accordance with the terms of the Merger Agreement.

Set forth below are diagrams that graphically illustrate, in simplified form, the existing corporate structure of the parties to the Transactions, the corporate structure of the parties immediately following the Distribution but before the Merger, and the final corporate structure immediately following the consummation of the Merger.

Existing Structure

 

LOGO

 

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Index to Financial Statements

Structure Following the Separation and the Distribution but Before the Merger

 

LOGO

Structure Following the Merger

 

LOGO

 

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Index to Financial Statements

Summary Historical Consolidated Financial Information of Apergy

The summary historical consolidated financial information of Apergy for each of the nine months ended September 30, 2019 and 2018, and as of September 30, 2019 have been derived from Apergy’s unaudited consolidated financial statements and related notes contained in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which is incorporated by reference in this proxy statement. The summary historical consolidated financial information of Apergy for the years ended December 31, 2018, 2017 and 2016, and as of December 31, 2018 and 2017 have been derived from Apergy’s audited consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference in this proxy statement. The summary historical consolidated financial information as of December 31, 2016 has been derived from Apergy’s audited consolidated financial statements that are not included or incorporated by reference in this proxy statement. The information set forth below is only a summary and is not necessarily indicative of the results of future operations of Apergy or the combined company, and you should read the following information together with Apergy’s unaudited condensed consolidated financial statements, the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Apergy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, and Apergy’s audited consolidated financial statements, the related notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Apergy’s Annual Report on Form 10-K for the year ended December 31, 2018, which are both incorporated by reference in this proxy statement. For more information, see “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 195 of this proxy statement.

 

     Nine Months Ended
September 30,
     Year Ended December 31,  
(in thousands, except per share data)    2019      2018      2018      2017      2016  

Statements of Income (Loss)

              

Total revenue

   $ 886,126        905,444      $ 1,216,646      $ 1,010,466      $ 751,337  

Income (loss) before income taxes

     72,510        95,924        123,291        90,788        (18,943

Net income (loss) attributable to Apergy

     56,291        71,470        94,041        111,734        (12,751

Earnings (loss) per share attributable to Apergy:

              

Basic

   $ 0.73      $ 0.92      $ 1.22      $ 1.44      $ (0.16

Diluted

   $ 0.73      $ 0.92      $ 1.21      $ 1.43      $ (0.16

 

     As of September 30,      As of December 31,  
(in thousands)    2019      2018      2017      2016  

Balance Sheets

           

Total assets

   $ 1,972,253      $ 1,971,756      $ 1,906,615      $ 1,851,676  

Long-term debt

     588,580        666,108        5,806        2,809  

Total equity

     1,041,806        981,527        1,640,385        1,551,353  

Summary Historical Combined Financial Information of the ChampionX Business

The summary historical combined financial information presented in the table below consists of historical combined financial information of the ChampionX Business as of the dates and for the periods presented. The summary historical combined financial information as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 have been derived from ChampionX’s audited combined financial statements included elsewhere in this proxy statement. The summary historical combined financial information as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018 have been derived from ChampionX’s unaudited interim combined financial statements included elsewhere in this proxy statement. The summary historical combined financial information as of December 31, 2016 has been derived from ChampionX’s unaudited combined financial statements that are not included or incorporated by reference in this proxy statement. In ChampionX’s opinion, the unaudited combined financial statements for these periods have

 

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been prepared on the same basis as the audited combined financial statements included elsewhere in this proxy statement and include all adjustments, consisting only of normal recurring adjustments and allocations, necessary for a fair statement of the information for the periods presented.

The summary historical combined financial information includes costs of ChampionX’s business, which include the allocation of certain corporate expenses from Ecolab. ChampionX believes these allocations were made on a reasonable basis. The selected historical combined financial information may not be indicative of ChampionX’s future performance. The summary historical and combined financial information should be read in conjunction with “Selected Historical Combined Financial Information of the ChampionX Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ChampionX Business,” “Unaudited Pro Forma Condensed Combined Financial Statements of Apergy” and the ChampionX historical combined financial statements and accompanying notes included elsewhere in this proxy statement.

 

     Nine Months Ended
September 30,
     Year Ended December 31,  
(in millions)    2019      2018      2018      2017      2016  

For the period:

              

Net sales

   $ 1,756.2      $ 1,818.2      $ 2,431.5      $ 2,290.0      $ 2,185.1  

Operating income

     107.5        84.6        117.5        88.3        20.1  

Net income attributable to ChampionX

     84.3        70.5        102.2        167.1        21.8  

EBITDA(1)

     272.5        259.8        350.5        318.4        245.4  

Adjusted EBITDA(1)

     277.7        274.0        366.6        342.5        318.1  

As of period end:

              

Total assets

   $ 4,333.7         $ 4,353.6      $ 4,519.1      $ 4,487.6  

Long-term debt (excluding portions due within one year)

     0.3           0.1        0.1        0.3  

 

(1)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ChampionX Business—Non-GAAP Financial Measures” elsewhere in this proxy statement for additional information on ChampionX’s use of non-GAAP measures. EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income including noncontrolling interest excluding income tax expense (benefit), net interest (income) expense, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding special (gains) and charges, net. A reconciliation of EBITDA and adjusted EBITDA to their most comparable GAAP measure for the periods presented above is as follows:

 

     Nine Months Ended
September 30,
     Year Ended December 31,  
(in millions)    2019(a)     2018(b)      2018(c)      2017(d)     2016(e)  

Net income including noncontrolling interest

   $ 90.0     $ 73.0      $ 103.7      $ 169.3     $ 33.7  

Income tax expense (benefit)

     31.7       27.6        35.5        (61.9     2.0  

Interest (income) expense, net

     (0.6     —          —          —         —    

Depreciation

     66.1       66.1        88.0        87.6       85.6  

Amortization

     85.3       93.1        123.3        123.4       124.1  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

EBITDA

     272.5       259.8        350.5        318.4       245.4  

Special (gains) and charges, net

     5.2       14.2        16.1        24.1       72.7  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted EBITDA

   $ 277.7     $ 274.0      $ 366.6      $ 342.5     $ 318.1  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

 

(a)

Special (gains) and charges, net, in the nine months ended September 30, 2019 included net restructuring charges of $14.5 million, a gain of $9.5 million related to costs recovered from a vendor dispute and other charges of $0.2 million.

(b)

Special (gains) and charges, net, in the nine months ended September 30, 2018 included net restructuring charges of $12.9 million and other charges of $1.3 million.

 

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(c)

Special (gains) and charges, net, in the year ended December 31, 2018 included net restructuring charges of $14.8 million and other charges of $1.3 million.

(d)

Special (gains) and charges, net, in the year ended December 31, 2017 included a fixed asset impairment of $16.0 million, a contract termination charge of $11.1 million, net restructuring charges of $6.6 million, a gain of $8.7 million from U.S. dollar cash recoveries of intercompany receivables written off when Venezuelan subsidiaries were deconsolidated and other gains of $0.9 million.

(e)

Special (gains) and charges, net, in the year ended December 31, 2016 included charges related to the energy downturn of $76.8 million, net restructuring charges of $1.1 million, a gain of $5.1 million from Venezuelan devaluation and U.S. dollar cash recoveries of intercompany receivables written off when Venezuelan subsidiaries were deconsolidated and insignificant other charges of $0.1 million.

Summary Unaudited Pro Forma Combined Financial Information of Apergy

The summary unaudited pro forma combined financial information of Apergy has been prepared by Apergy to reflect the Transactions described in the “Unaudited Pro Forma Condensed Combined Financial Statements of Apergy.” The summary unaudited pro forma combined balance sheet as of September 30, 2019 has been prepared to reflect the Transactions as if they had occurred on September 30, 2019. The summary unaudited pro forma combined statements of income for the year ended December 31, 2018 and the nine months ended September 30, 2019 have been prepared to reflect the Transactions as if they had occurred on January 1, 2018.

The summary historical combined financial information includes costs of ChampionX’s business, which include the allocation of certain corporate expenses from Ecolab. ChampionX believes these allocations were made on a reasonable basis. The summary unaudited pro forma combined financial information of Apergy should be read in conjunction with “Selected Historical Combined Financial Information of the ChampionX Business,” “Selected Historical Consolidated Financial Information of Apergy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ChampionX Business,” “Unaudited Pro Forma Condensed Combined Financial Statements of Apergy,” the ChampionX historical combined financial statements and accompanying notes and the Apergy historical consolidated financial statements and accompanying notes, included elsewhere in or incorporated by reference in this proxy statement. The summary unaudited pro forma combined financial information does not purport to represent what the actual results of operations or the financial position of the combined company would have been had the Transactions occurred on the dates assumed, nor are they indicative of future results of operations or financial position of the combined company.

 

(in thousands, except per share data)

   Nine Months Ended
September 30, 2019
     Year Ended
December 31, 2018
 

Pro Forma Condensed Combined Statements of Income:

     

Total revenues

   $ 2,636,633      $ 3,645,482  

Cost of goods and services

     1,915,792        2,639,305  

Gross profit

     720,841        1,006,177  

Income before income taxes

     196,387        270,030  

Provision for income taxes

     47,938        67,161  

Net income

     148,449        202,869  

Net income attributable to stockholders

     142,449        201,017  

Earnings per share attributable to stockholders

     

Basic

   $ 0.70      $ 0.98  

Diluted

   $ 0.70      $ 0.98  

Weighted-average shares outstanding

     

Basic

     204,616        204,542  

Diluted

     204,815        204,892  

 

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(in thousands)

   As of
September 30, 2019
 

Pro Forma Condensed Combined Balance Sheet:

  

Cash and equivalents

   $ 85,627  

Total assets

     6,736,189  

Long-term debt

     1,125,580  

Total liabilities

     2,298,606  

Noncontrolling interests

     6,398  

Total equity

     4,437,583  

Summary Historical and Pro Forma Per Share Information

The summary below sets forth certain historical per share information of Apergy and unaudited pro forma per share information of the combined company as if Apergy and ChampionX had been combined as of and for the periods presented. The historical per share information of Apergy as of and for the year ended December 31, 2018 has been derived from the audited consolidated financial statements of Apergy included in Apergy’s most recent Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into this proxy statement. The historical per share information of Apergy as of and for the nine months ended September 30, 2019 has been derived from the unaudited condensed consolidated financial statements of Apergy included in Apergy’s most recent Quarterly Report on Form 10-Q for the quarter ended September 31, 2019, which is incorporated by reference into this proxy statement. The unaudited pro forma combined per share information for the year ended December 31, 2018 and as of and for the nine months ended September 30, 2019 has been derived from the unaudited pro forma condensed combined financial statements included elsewhere in this proxy statement. See “Unaudited Pro Forma Condensed Combined Financial Statements of Apergy.” The pro forma amounts in the table presented below are not necessarily indicative of what the financial position or the results of operations of the combined company would have been had the Transactions occurred as of the date or for the periods presented. The pro forma amounts also do not indicate what the financial position or results of operations of the combined company will be in the future. No adjustment has been included in the pro forma amounts for any anticipated cost savings or other synergies that Apergy expects to result from the Transactions.

 

     As of and for the
Nine Months Ended
September 30, 2019
     As of and for
the Year Ended
December 31, 2018
 

(shares in thousands)

   Historical      Pro Forma      Historical      Pro Forma  

Net income per share—Basic

   $ 0.73      $ 0.70      $ 1.22      $ 0.98  

Net income per share—Diluted

   $ 0.73      $ 0.70      $ 1.21      $ 0.98  

Weighted average common shares outstanding—Basic

     77,416        204,616        77,342        204,542  

Weighted average common shares outstanding—Diluted

     77,615        204,815        77,692        204,892  

Book value per share of common stock

   $ 13.45      $ 21.68      $ 12.69        N/A  

Cash dividends declared per share of common stock

     —          —          —          —    

Certain Market Price and Dividend Information of Apergy Common Stock

Apergy common stock currently trades on the NYSE under the ticker symbol “APY.” On December 18, 2019, the last trading day before the announcement of the Transactions, the closing price of Apergy common stock was $30.67 per share. On [●], 2020, the last practicable trading day for which information is available as of the date of this proxy statement, the closing price of Apergy common stock was $[●] per share.

Apergy has never declared or paid dividends on its common stock.

 

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Per the terms of the Merger Agreement, Apergy is currently restricted from declaring and paying any dividends prior to the effective time of the Merger. Any determination as to the declaration of future dividends following such time is at the sole discretion of the Apergy Board of Directors. Following the Merger, the reconstituted Apergy Board of Directors intends to consider the declaration and payment of any additional future dividends based on a number of factors, including the results of Apergy’s operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Apergy Board of Directors deems relevant.

Market price information for ChampionX common stock has not been presented because ChampionX is a wholly owned subsidiary of Ecolab, and shares of ChampionX common stock do not trade separately from shares of Ecolab common stock.

 

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RISK FACTORS

You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this proxy statement, including the factors discussed in Part I, Item 1A—Risk Factors, in Apergy’s Annual Report on Form 10-K for the year ended December 31, 2018 and in Part I, Item 1A—Risk Factors, in Apergy’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019. The risks described below are not the only risks relating to the Separation, the Distribution and the Merger or that Apergy currently faces or the combined company will face after the consummation of the Transactions. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect Apergy’s or the combined company’s business, financial condition or results of operations or the price of Apergy common stock following the consummation of the Transactions.

If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on Apergy’s or the combined company’s business, financial condition or results of operations after the Transactions. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Transactions

Apergy may not realize the anticipated cost synergies and growth opportunities from the Transactions.

Apergy expects that it will realize cost synergies, growth opportunities and other financial and operating benefits as a result of the Transactions. Apergy’s success in realizing these benefits, and the timing of their realization, depends on the successful integration of the business operations of the ChampionX Business with Apergy. Even if Apergy is able to integrate the ChampionX Business successfully, Apergy cannot predict with certainty if or when these cost synergies, growth opportunities and benefits will occur, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the companies or in otherwise consummating the Transactions. Realization of any benefits and synergies could be affected by the factors described in other risk factors and a number of factors beyond Apergy’s control, including, without limitation, general economic conditions, further consolidation in the industry in which Apergy operates, increased operating costs and regulatory developments.

The integration of the ChampionX Business with Apergy following the Transactions may present significant challenges.

There is a significant degree of difficulty inherent in the process of integrating the ChampionX Business with Apergy. These difficulties include:

 

   

the integration of the ChampionX Business with Apergy’s current businesses while carrying on the ongoing operations of all businesses;

 

   

managing a significantly larger company than before the consummation of the Transactions;

 

   

coordinating geographically separate organizations;

 

   

integrating the business cultures of each of the ChampionX Business and Apergy, which may prove to be incompatible;

 

   

creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters;

 

   

integrating certain information technology, purchasing, accounting, finance, sales, billing, human resources, payroll and regulatory compliance systems; and

 

   

the potential difficulty in retaining key officers and personnel of Apergy and ChampionX.

 

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The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the ChampionX Business or Apergy’s business. Members of Apergy’s or the ChampionX Business’ senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage Apergy or the ChampionX Business, serve the existing Apergy business or the ChampionX Business, or develop new products or strategies. If Apergy’s or the ChampionX Business’ senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the business of Apergy or the ChampionX Business could suffer.

Apergy’s successful or cost-effective integration of the ChampionX Business cannot be assured. The failure to do so could have a material adverse effect on Apergy’s business, financial condition or results of operations after the Transactions.

Apergy and Ecolab may fail to obtain the required regulatory approvals in connection with the Merger in a timely fashion, if at all, or regulators may impose burdensome conditions.

Apergy and Ecolab are subject to certain antitrust and competition laws, and the proposed Merger is subject to review and approval by regulators under those laws. Although Apergy and Ecolab have agreed to use reasonable best efforts to obtain the requisite approvals, there can be no assurance that these regulatory approvals will be obtained. Failure to obtain these regulatory approvals could adversely affect Apergy’s ability to operate its business after the Transactions or jeopardize the consummation of the Transactions themselves.

For example, the requirement to receive certain regulatory approvals before the consummation of the Transactions could delay the completion of the Transactions if, for example, one or more government agencies request additional information from the parties in order to facilitate their review of the Transactions. Any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Transactions. In addition, these governmental entities may attempt to condition their approval of the Transactions on the imposition of conditions, terms, obligations or restrictions that could have a material adverse effect on the Transactions themselves or Apergy’s business after the Transactions, including, but not limited to, Apergy’s operating results or the value of its common stock. If Apergy agrees to any material conditions, terms, obligations or restrictions in order to obtain any approvals required to complete the Transactions, the business, financial condition or results of operations of the combined company may be adversely affected.

Failure to complete the Transactions could adversely impact the market price of Apergy common stock as well as its business and operating results.

The consummation of the Transactions is subject to numerous conditions, including without limitation: (i) the Distribution having taken place in accordance with the Separation Agreement; (ii) the effectiveness of Apergy’s registration statement registering Apergy common stock to be issued pursuant to the Merger Agreement, and any other registration statement required in connection with the Transactions; (iii) approval of the Share Issuance by the requisite vote of Apergy’s stockholders; (iv) expiration of the applicable waiting period under the HSR Act; and (v) receipt by Ecolab of each of the Distribution Tax Opinion, the Merger Tax Opinion and the KPMG Tax Opinion with respect to certain aspects of the Transactions. See “The Transaction Agreements—The Merger Agreement—Conditions to the Merger.” There is no assurance that these conditions will be met and that the Transactions will be consummated.

If the Transactions are not completed for any reason, the price of Apergy common stock may decline to the extent that the market price of Apergy common stock reflects positive market assumptions that the Transactions will be completed and the related benefits will be realized. Failure to consummate the Transactions may also make it more difficult for Apergy to maintain profitability in the future, as Apergy’s growth in revenue and customer base may not be sustainable. In addition, Apergy and Ecolab have expended and will continue to

 

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expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing and financial services fees related to the Transactions. These expenses must be paid regardless of whether the Transactions are consummated. Even if the Transactions are completed, any delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the Transactions. If the Transactions are not consummated because the Merger Agreement is terminated, Apergy may be required under certain circumstances to pay Ecolab a termination fee of $89.8 million or may under other circumstances be required to reimburse Ecolab for expenses in connection with the Transactions in an amount equal to $25 million.

The pendency of the Merger could have an adverse effect on Apergy’s stock price, business, financial condition, results of operations or business prospects.

The announcement and pendency of the Merger could disrupt Apergy’s business in negative ways. For example, customers and other third-party business partners of Apergy or the ChampionX Business may seek to terminate and/or renegotiate their relationships with Apergy or ChampionX as a result of the Merger, whether pursuant to the terms of their existing agreements with Apergy and/or ChampionX or otherwise. In addition, current and prospective employees of Apergy and the ChampionX Business may experience uncertainty regarding their future roles with the combined company, which might adversely affect Apergy’s ability to retain, recruit and motivate key personnel. Should they occur, any of these events could adversely affect the stock price of, or harm the financial condition, results of operations or business prospects of, Apergy.

Apergy will incur significant costs related to the Transactions that could have a material adverse effect on its liquidity, cash flows and operating results.

Apergy expects to incur significant one-time costs in connection with the Transactions in 2019 and 2020. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Apergy whether or not the Merger is completed. A substantial majority of these one-time costs will be transaction-related fees and expenses and include, among others, fees paid to financial, legal, accounting and other professional fees and transition and pre-Merger integration planning-related expenses. While Apergy expects to be able to fund these one-time costs using cash from operations and borrowings under existing and anticipated credit sources, these costs will negatively impact Apergy’s liquidity, cash flows and results of operations in the periods in which they are incurred.

The Transactions may discourage other companies from trying to acquire Apergy before or for a period of time following completion of the Transactions.

Certain provisions in the Merger Agreement prohibit Apergy from soliciting any acquisition proposal during the pendency of the Merger. In addition, the Merger Agreement obligates Apergy to pay Ecolab a termination fee in certain circumstances. Apergy’s financial condition will be adversely affected as a result of the payment of the termination fee in certain circumstances involving alternative acquisition proposals, which might deter third parties from proposing alternative acquisition proposals, including acquisition proposals that might result in greater value to Apergy stockholders than the Transactions. In addition, certain provisions of the Tax Matters Agreement, which are intended to preserve the intended tax treatment of certain aspects of the Separation and the Distribution for U.S. federal income tax purposes, may discourage acquisition proposals for a period of time following the Transactions. Apergy currently expects to issue approximately 127.2 million shares of its common stock in connection with the Merger. See “The Transaction Agreements—The Merger Agreement—Merger Consideration.” Because Apergy will be a significantly larger company and have significantly more shares of common stock outstanding after the consummation of the Transactions, an acquisition of Apergy may become more expensive. As a result, some companies may not seek to acquire Apergy.

 

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The Distribution could result in significant tax liability, and Apergy may be obligated to indemnify Ecolab for any such tax liability imposed on Ecolab.

The consummation of the Distribution is conditioned on Ecolab’s receipt of the Distribution Tax Opinion, which will provide that (among other things) the Contribution and Distribution, taken together, will qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, and an opinion from KPMG LLP, which we refer to as KPMG, that will address the tax treatment of certain aspects of the Transactions, which opinion we refer to as the KPMG Tax Opinion. If the Contribution and Distribution, taken together, so qualify, then (i) Ecolab stockholders will generally not recognize any gain or loss for U.S. federal income tax purposes as a result of the Distribution, and (ii) except for taxable income or gain possibly arising as a result of certain internal restructuring transactions undertaken in the Separation and with respect to any “intercompany transaction” required to be taken into account by Ecolab under the Treasury Regulations related to consolidated federal income tax returns, Ecolab will not recognize any gain or loss. None of Ecolab, ChampionX or Apergy intends to request any ruling from the Internal Revenue Service, which we refer to as the IRS, as to the U.S. federal income tax consequences of the Transactions. Neither the Distribution Tax Opinion nor the KPMG Tax Opinion will be binding on the IRS (or any applicable foreign taxing authorities) or the courts, and the IRS (or any applicable foreign taxing authorities) or the courts may not agree with the conclusions reached therein. There can be no assurance that the IRS (or any applicable foreign taxing authorities) will not successfully assert that the Distribution, or certain internal restructuring transactions undertaken in the Separation, are taxable transactions, and that a court will not sustain such assertion, which could result in tax being incurred by Ecolab stockholders and/or Ecolab.

If the Contribution and Distribution, taken together, were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes each Ecolab stockholder who receives ChampionX common stock in the Exchange Offer would generally be treated as recognizing taxable gain or loss equal to the difference between the fair market value of the ChampionX common stock received by the stockholder in the Exchange Offer and its tax basis in the shares of Ecolab common stock exchanged therefor, or, in certain circumstances, as receiving a taxable distribution equal to the fair market value of the ChampionX common stock received by the stockholder in the Exchange Offer. Further, if the Exchange Offer were not fully subscribed in such a situation and Ecolab undertook the clean-up spin-off, each Ecolab stockholder who receives ChampionX common stock in the clean-up spin-off would generally be treated as receiving a taxable distribution equal to the fair market value of the ChampionX common stock received by the stockholder in the clean-up spin-off.

In addition, if the Contribution and Distribution, taken together, were determined not to qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, for U.S. federal income tax purposes, Ecolab would generally recognize gain with respect to the transfer of ChampionX common stock in the Distribution.

Even if the Contribution and Distribution, taken together, otherwise qualify as a transaction described in Sections 355 and 368(a)(1)(D) of the Code, the Distribution will nonetheless be taxable to Ecolab (but not to Ecolab stockholders) pursuant to Section 355(e) of the Code if one or more persons acquire a 50% or greater interest (measured by vote or value) in the stock of Ecolab or ChampionX, directly or indirectly (including through acquisitions of the stock of Apergy after the Merger), as part of a plan or series of related transactions that includes the Distribution. For purposes of this test, the Merger will be treated as part of a plan that includes the Distribution, but it is expected that the Merger, standing alone, will not cause the Distribution to be taxable to Ecolab under Section 355(e) of the Code because holders of ChampionX common stock will own more than 50% of the common stock of Apergy following the Merger. However, if the IRS were to determine that other acquisitions of Ecolab stock, either before or after the Distribution, or Apergy stock after the Merger, are part of a plan or series of related transactions that includes the Distribution, such determination could result in the recognition of gain by Ecolab (but not by Ecolab stockholders) for U.S. federal income tax purposes, and the amount of taxes on such gain would likely be substantial.

 

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Under the Tax Matters Agreement, ChampionX and Apergy may be obligated, in certain cases, to indemnify Ecolab against taxes and certain tax-related losses of the Transactions that arise as a result of ChampionX’s or Apergy’s actions, or failure to act. See “Additional Agreements Related to the Separation, the Distribution and the Merger—Tax Matters Agreement.” Any such indemnification obligation would likely be substantial and could have a material adverse effect on Apergy.

The Merger could result in significant tax liability to Dover, and Apergy may be obligated to indemnify Dover for any such tax liability imposed on Dover.

Under the tax matters agreement, dated May 9, 2018, which we refer to as the Dover Tax Matters Agreement, by and between Dover Corporation, which we refer to as Dover, and Apergy, Apergy would potentially be required to indemnify Dover against taxes incurred by Dover that arise as a result of Apergy taking or failing to take, as the case may be, certain actions that result in the distribution of Apergy by Dover, which we refer to as the Apergy Distribution, failing to meet the requirements of a tax-free distribution under Section 355 of the Code. The Dover Tax Matters Agreement required that, prior to entering into the Merger Agreement, Apergy obtain a tax opinion, acceptable to Dover, that the Merger would not cause the Apergy Distribution to fail to meet the requirements of a tax-free distribution under Section 355 of the Code and for Dover to consent to Apergy entering into and consummating the Merger. On December 18, 2019, Apergy obtained a tax opinion acceptable to Dover from Apergy’s tax counsel, Weil, Gotshal & Manges LLP, and Dover provided Apergy with Dover’s consent to entering into and consummating the Merger and all actions related thereto. Notwithstanding Apergy’s receipt of the tax opinion of Weil, Gotshal & Manges LLP, or Dover’s consent, Apergy must continue to indemnify Dover against certain tax-related losses under the Dover Tax Matters Agreement. The tax opinion of Weil, Gotshal & Manges LLP is not binding on the IRS or the courts, and the IRS or the courts may not agree with the conclusions reached therein. There can be no assurance that the IRS will not successfully assert that the Merger causes the Apergy Distribution to fail to meet requirements of a tax-free distribution under Section 355 of the Code and that a court will not sustain such assertion which could result in tax being incurred by Dover that must be indemnified by Apergy.

If the Merger is not treated as a reorganization within the meaning of Section 368(a) of the Code, the stockholders of ChampionX may have significant tax liability.

The consummation of the Merger is conditioned upon Ecolab’s receipt of the Merger Tax Opinion, which will provide that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. If the Merger is so treated, then Ecolab stockholders that receive ChampionX common stock in the Distribution will generally not recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares of Apergy common stock. The opinion will be based on the assumptions, representations or statements made by Ecolab, ChampionX and Apergy, and if such assumptions, representations or statements are, or become, inaccurate, incorrect or incomplete, or if Ecolab, ChampionX or Apergy breach any of their covenants, the opinion may be invalid and the conclusions reached therein could be jeopardized. None of Ecolab, ChampionX or Apergy intends to request any ruling from the IRS as to the U.S. federal income tax consequences of the Merger. Ecolab’s receipt of the Merger Tax Opinion will not preclude the IRS from asserting that the Merger is taxable. In such event, holders of ChampionX stock could be subject to U.S. federal income tax liability.

Under the Tax Matters Agreement, Apergy and ChampionX will be restricted from taking certain actions that could adversely affect the intended tax treatment of the Transactions, and such restrictions could significantly impair Apergy’s and ChampionX’s ability to implement strategic initiatives that otherwise would be beneficial.

The Tax Matters Agreement generally restricts Apergy and ChampionX from taking certain actions after the Distribution that could adversely affect the intended tax treatment of the Transactions. Failure to adhere to these restrictions, could result in tax being imposed on Ecolab for which Apergy and ChampionX could bear responsibility and for which Apergy and ChampionX could be obligated to indemnify Ecolab. In addition, even if

 

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Apergy and ChampionX are not responsible for tax liabilities of Ecolab under the Tax Matters Agreement, ChampionX nonetheless could be liable under applicable tax law for such liabilities if Ecolab were to fail to pay such taxes. Because of these provisions in the Tax Matters Agreement, Apergy and ChampionX will be restricted from taking certain actions, particularly for the two (or, in certain cases three) years following the Merger, including (among other things) the ability to freely issue stock, to make acquisitions and to raise additional equity capital. These restrictions could have a material adverse effect on Apergy’s liquidity and financial condition, and otherwise could impair Apergy’s and ChampionX’s ability to implement strategic initiatives. Also, ChampionX’s and Apergy’s indemnity obligation to Ecolab might discourage, delay or prevent a change of control that stockholders of Apergy may consider favorable.

Current Apergy stockholders’ percentage ownership interest in Apergy will be substantially diluted in the Merger.

Immediately following the Merger, the pre-Merger Apergy equityholders will own, in the aggregate, approximately 38% of the issued and outstanding Apergy common stock on a fully diluted basis. See “The Transaction Agreements—the Merger Agreement—Merger Consideration.” Consequently, Apergy’s pre-Merger equityholders, as a group, will be substantially diluted in the Merger and have less ability to exercise influence over the management and policies of Apergy following the Merger than immediately prior to the Merger.

The calculation of the number of shares of Apergy common stock to be distributed in the Merger will not be adjusted if there is a change in the value of the ChampionX Business or Apergy before the Merger is completed.

The number of shares of Apergy common stock to be issued by Apergy in the Merger will not be adjusted if there is a change in the value of the ChampionX Business or its assets or the value of Apergy prior to the closing of the Transactions. ChampionX stockholders will receive a fixed number of shares of Apergy common stock pursuant to the Merger rather than a number of shares with a particular fixed market value. As a result, the actual value of the Apergy common stock to be received by ChampionX stockholders in the Merger will depend on the value of such shares at the time of closing of the Merger, and may be more or less than the current value of Apergy common stock.

The ChampionX Business may be negatively impacted if Apergy is unable to provide benefits and services, or access to equivalent financial strength and resources, to the ChampionX Business that historically have been provided by Ecolab.

The ChampionX Business has historically received benefits and services from Ecolab and has benefited from Ecolab’s financial strength and extensive network of service offerings. After the Transactions, ChampionX will be a subsidiary of Apergy, and the ChampionX Business will no longer benefit from Ecolab’s services, financial strength or business relationships to the extent not otherwise addressed in the other transaction documents contemplated by the Separation Agreement, referred to as the Transaction Documents. While Ecolab has agreed to provide certain transition services to ChampionX for a period of time following the consummation of the Transactions, it cannot be assured that Apergy will be able to adequately replace or provide resources formerly provided by Ecolab, or replace them at the same or lower cost. If Apergy is not able to replace the resources provided by Ecolab or is unable to replace them without incurring significant additional costs or is delayed in replacing the resources provided by Ecolab, Apergy’s results of operations may be negatively impacted.

The historical financial information of the ChampionX Business may not be representative of its results if it had been operated independently of Ecolab and as a result, may not be a reliable indicator of future results of the ChampionX Business.

The ChampionX Business is currently operated through various subsidiaries of Ecolab. Consequently, the financial information of the ChampionX Business included in this proxy statement has been derived from the

 

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consolidated financial statements and accounting records of Ecolab and reflects assumptions and allocations made by Ecolab. The financial position, results of operations and cash flows of the ChampionX Business presented may be different from those that would have resulted if the ChampionX Business had been operated as a standalone company or by a company other than Ecolab. For example, in preparing the financial statements of the ChampionX Business, Ecolab made an allocation of Ecolab costs and expenses that are attributable to the ChampionX Business. However, these costs and expenses reflect the costs and expenses attributable to the ChampionX Business as part of a larger organization and do not necessarily reflect costs and expenses that would be incurred by the ChampionX Business had it been operated independently, and may not reflect costs and expenses that would have been incurred had the ChampionX Business been operated as a part of Apergy. As a result, the historical financial information of the ChampionX Business may not be a reliable indicator of the ChampionX Business’ future results or the results that it will achieve as a part of Apergy.

The unaudited pro forma condensed combined financial statements of Apergy are based in part on certain assumptions regarding the Transactions and may not be indicative of Apergy’s future operating performance.

The historical financial statements included or incorporated by reference in this proxy statement consist of the separate financial statements of the ChampionX Business and Apergy, respectively. The unaudited pro forma condensed combined financial statements presented in this proxy statement are not necessarily indicative of what the financial position or the results of operations of the combined company would have been had the Merger occurred as of the date or for the periods presented. The pro forma amounts also do not indicate what the financial position or results of operations of the combined company will be in the future.

Apergy will account for the Merger as an acquisition of the ChampionX Business, with Apergy being the accounting acquirer. Following the effective date of the Merger, Apergy expects to complete the purchase price allocation for the acquisition of the ChampionX Business after determining the fair value of the ChampionX Business’ assets and liabilities. The final purchase price allocation may be different than the preliminary one reflected in the unaudited pro forma purchase price allocation presented in this proxy statement, and this difference may be material.

The unaudited pro forma combined financial information does not reflect the costs of any integration activities or transaction-related costs or incremental capital expenditures that Apergy management believes are necessary to realize the anticipated synergies from the Transactions. Accordingly, the unaudited pro forma combined financial information included in this proxy statement does not reflect what the combined company’s results of operations or operating condition would have been had Apergy and the ChampionX Business been a consolidated entity during all periods presented, or what the combined company’s results of operations and financial condition will be in the future.

Apergy and the ChampionX Business may have difficulty attracting, motivating and retaining executives and other employees in light of the Transactions.

Uncertainty about the effect of the Transactions on the employees of Apergy and the ChampionX Business may have an adverse effect on Apergy and the ChampionX Business. This uncertainty may impair Apergy’s and the ChampionX Business’ ability to attract, retain and motivate personnel until the Transactions are completed. Employee retention may be particularly challenging during the pendency of the Transactions, as employees may feel uncertain about their future roles with Apergy or the ChampionX Business after their combination. If large numbers of employees, or a concentration of critical employees of Apergy or the ChampionX Business depart because of issues relating to the uncertainty or perceived difficulties of integration or a desire not to become employees of Apergy after the Transactions, Apergy’s ability to realize the anticipated benefits of the Transactions could be reduced.

 

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The Separation Agreement limits the combined company’s ability to engage in certain activities competitive with Ecolab.

The Separation Agreement includes non-compete provisions pursuant to which Apergy generally agreed to not compete in the Water and Downstream Field businesses of Ecolab for five years following the Distribution subject to certain exceptions set forth in the Separation Agreement. See “The Transaction Agreements—The Separation Agreement—Covenant Not to Compete.” The foregoing restrictions may limit the combined company’s ability to engage in certain activities, may potentially lead to disputes and may materially and adversely affect the business, financial condition and results of operations of the combined company.

Risks Related to Apergy, Including the ChampionX Business, After the Transactions

Sales of Apergy common stock after the Transactions may negatively affect the market price of Apergy common stock.

The shares of Apergy common stock to be issued in the Transactions to holders of shares of ChampionX common stock will generally be eligible for immediate resale. The market price of Apergy common stock could decline as a result of sales of a large number of shares of Apergy common stock in the market after the consummation of the Transactions or even the perception that these sales could occur.

It is expected that upon completion of the Transactions, ChampionX equityholders will hold approximately 62% of Apergy’s common stock on a fully-diluted basis and Apergy equityholders will hold approximately 38% of Apergy’s common stock on a fully-diluted basis. Currently, Ecolab stockholders may include index funds that have performance tied to certain stock indices and institutional investors subject to various investing guidelines.

Because Apergy may not be eligible to be included in these indices following the consummation of the Transactions or may not meet the investing guidelines of some of these institutional investors and index funds, such investors and index funds may decide to or may be required to sell the shares of Apergy common stock that they receive in the Transactions. In addition, the investment fiduciaries of Ecolab’s defined contribution plans may decide to sell any shares of Apergy common stock that the trusts for these plans receive in the Transactions, or may decide not to participate in the Exchange Offer, in response to their fiduciary obligations under applicable law. These sales, or the possibility that these sales may occur, may also make it more difficult for Apergy to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

Trends in crude oil and natural gas prices may affect the drilling and production activity, profitability and financial stability of the combined company’s customers and therefore the demand for, and profitability of the combined company’s products and services, which could have a material adverse effect on the combined company’s business, results of operations and financial condition.

The oil and gas industry is cyclical in nature and experiences periodic downturns of varying length and severity. The oil and gas industry experienced a significant downturn in 2015 and 2016 as a result of a sharp decline in crude oil prices. Crude oil prices slightly recovered in late 2016 and into 2017, but experienced a volatile decline again during late 2018 and into 2019. Demand for the combined company’s products and services is sensitive to the level of capital spending by oil and natural gas companies and the corresponding drilling and production activity. The level of drilling and production activity is directly affected by trends in crude oil and natural gas prices, which are influenced by numerous factors affecting the supply and demand for oil and gas, including:

 

   

worldwide economic activity;

 

   

the level of exploration and production activity;

 

   

interest rates and the cost of capital;

 

   

environmental regulation;

 

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federal, state and foreign policies and regulations regarding current and future exploration and development of oil and gas;

 

   

the ability and/or desire of the Organization of the Petroleum Exporting Countries and other major producers to set and maintain production levels and influence pricing;

 

   

the cost of exploring and producing oil and gas;

 

   

the pace of adoption and cost of developing alternative energy sources;

 

   

the availability, expiration date and price of onshore and offshore leases;

 

   

the discovery rate of new oil and gas reserves in onshore and offshore areas;

 

   

the success of drilling for oil and gas in unconventional resource plays such as shale formations;

 

   

takeaway capacity within producing basins;

 

   

alternative opportunities to invest in onshore exploration and production opportunities;

 

   

domestic and global political and economic uncertainty, socio-political unrest and instability, terrorism or hostilities;

 

   

the recent coronavirus outbreak or other health epidemics;

 

   

technological advances; and

 

   

weather conditions.

Apergy expects continued volatility in both crude oil and natural gas prices, as well as in the level of drilling and production related activities. The combined company’s ability to regulate its operating activities in response to lower oilfield service activity levels during periodic industry downturns will be important to its business, results of operations and prospects. A significant downturn in the industry could result in the reduction in demand for the combined company’s products and services and could have a material adverse effect on its business, results of operations, financial condition and cash flows.

The combined company might be unable to successfully compete with other companies in its industry.

The markets in which Apergy and the ChampionX Business operate, and the combined company will operate, are highly competitive. The principal competitive factors in Apergy’s and the ChampionX Business’s markets are, and the combined company’s markets will be, customer service, product quality and performance, price, breadth of product offering, market expertise and innovation. In some of Apergy’s and the ChampionX Business’s product and service offerings, Apergy and ChampionX compete with the oil and gas industry’s largest oilfield service providers. These large national and multi-national companies may have longer operating histories, greater brand recognition, and a stronger presence in geographic markets than us. They may also have more robust financial and technical capabilities. In addition, Apergy and the ChampionX Business compete, and the combined company will compete, with many smaller companies capable of effectively competing on a regional or local basis. The combined company’s competitors may be able to respond more quickly to new or emerging technologies and services and changes in customer requirements. Many contracts are awarded on a bid basis, which further increases competition based on price. As a result of the competitive environment in which it operates, the combined company may lose market share, be unable to maintain or increase prices for its products and services, or be unable to acquire additional business opportunities, which could have a material adverse effect on its business, results of operations, financial condition and cash flows.

If the combined company is unable to develop new products and technologies, its competitive position may be impaired, which could materially and adversely affect its sales and market share.

The markets in which Apergy and the ChampionX Business operate, and the combined company will operate, are characterized by changing technologies and the introduction of new products and services. As a result, the combined company’s success is dependent upon its ability to develop or acquire new products and services on a

 

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cost-effective basis, to introduce them into the marketplace in a timely manner, and to protect and maintain critical intellectual property assets related to these developments. Difficulties or delays in research, development or production of new products and technologies, or failure to gain market acceptance of new products and technologies, may significantly reduce future revenue and materially and adversely affect the combined company’s competitive position. While the combined company intends to continue to commit financial resources and effort to the development of new products and services, it may not be able to successfully differentiate its products and services from those of its competitors. The combined company’s customers may not consider its proposed products and services to be of value to them or may not view them as superior to its competitors’ products and services. In addition, the combined company’s competitors or customers may develop new technologies which address similar or improved solutions to the combined company’s existing technologies. Further, the combined company may not be able to adapt to evolving markets and technologies, develop new products, achieve and maintain technological advantages or protect technological advantages through intellectual property rights. If the combined company does not successfully compete through the development and introduction of new products and technologies, its business, results of operations, financial condition and cash flows could be materially adversely affected.

The combined company could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of raw materials or if it is unable to obtain raw materials.

Apergy purchases, and the combined company will purchase, raw materials for use in manufacturing operations, which exposes it to volatility in prices for certain commodities. Significant price increases for these commodities could adversely affect the combined company’s operating profits. While the combined company will generally attempt to mitigate the impact of increased raw material prices by endeavoring to make strategic purchasing decisions, broadening its supplier base and passing along increased costs to customers, there may be a time delay between the increased raw material prices and the ability to increase the prices of products. Additionally, the combined company may be unable to increase the prices of products due to a competitor’s pricing pressure or other factors. While raw materials are generally available now, the inability to obtain necessary raw materials could affect the combined company’s ability to meet customer commitments and satisfy market demand for certain products. Certain of Apergy’s and the ChampionX Business’s product lines depend on a limited number of third-party suppliers and vendors. The ability of these third parties to deliver raw materials may be affected by events beyond Apergy’s and the ChampionX Business’s control. Consequently, a significant price increase in raw materials, or their unavailability, may result in a loss of customers and adversely impact the combined company’s business, results of operations, financial condition and cash flows.

Many of the products that Apergy sells and the services it provides, and the products that the combined company will sell and the services it will provide, are complex and highly engineered and often must perform or be performed in harsh conditions. Apergy believes that its and the combined company’s success depends upon its ability to attract, employ and retain technical personnel with the ability to design, utilize and enhance these products and services. A significant increase in the wages paid by competing employers, which frequently occurs in oil and natural gas-producing regions in periods of rapid growth, could result in a reduction of Apergy’s skilled labor force, increases in the wage rates that Apergy must pay, or both, in certain geographic markets in which the combined company will operate. If these events were to occur, Apergy’s and the combined company’s cost structure could increase, and its margins could decrease and any growth potential could be impaired.

Federal, state and local legislative and regulatory initiatives relating to oil and gas development and the potential for related litigation could result in increased costs and additional operating restrictions or delays for the combined company’s customers, which could reduce demand for the combined company’s products and negatively impact the combined company’s business, financial condition and results of operations.

Environmental laws and regulations could limit the combined company’s customers’ exploration and production activities. Although Apergy and the ChampionX Business do not directly engage in drilling or hydraulic fracturing activities, Apergy and the ChampionX Business provide products and services to operators in the oil and gas industry. There has been significant growth in opposition to oil and gas development both in the United States and

 

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globally by national, state and local governments, regulatory agencies, non-government organizations and public citizens. This opposition is focused on attempting to limit or stop hydrocarbon development in certain areas. Examples of such opposition include: (i) efforts to reduce access to public and private lands, (ii) delaying or canceling permits for drilling or pipeline construction, (iii) limiting or banning industry techniques such as hydraulic fracturing, and/or adding restrictions on the use of water and associated disposal, (iv) delaying or denying air-quality permits, and (v) advocating for increased regulations, punitive taxation, or citizen ballot initiatives or moratoriums on industry activity.

In addition, various state and local governments have implemented, or are considering, increased regulatory oversight of oil and gas development through additional permitting requirements, operational restrictions, including on the time, place and manner of drilling activities, disclosure requirements and temporary or permanent bans on hydraulic fracturing or other facets of crude oil and natural gas exploration and development in certain areas such as environmentally sensitive watersheds. Increased regulation and opposition to oil and gas activities could increase the potential for litigation concerning these activities, and could include companies who provide products and services used in hydrocarbon development, such as Apergy’s.

The adoption of new laws or regulations at the federal, state, or local levels imposing reporting obligations, or otherwise limiting or delaying hydrocarbon development, could make it more difficult to complete oil and gas wells, increase the combined company’s customers’ costs of compliance and doing business, and otherwise adversely affect the oil and gas activities they pursue. Such developments could negatively impact demand for the combined company’s products and services. In addition, heightened political, regulatory and public scrutiny, including lawsuits, could expose the combined company or the combined company’s customers to increased legal and regulatory proceedings, which could be time-consuming, costly, or result in substantial legal liability or significant reputational harm. The combined company could be directly affected by adverse litigation or indirectly affected if the cost of compliance or the risks of liability limit the ability or willingness of the combined company’s customers to operate. Such costs and scrutiny could directly or indirectly, through reduced demand for the combined company’s products and services, have a material adverse effect on the combined company’s business, results of operations, financial condition and cash flows.

The combined company and its customers will be subject to extensive environmental and health and safety laws and regulations that may increase the combined company’s costs, limit the demand for its products and services or restrict its operations.

The combined company’s operations and the operations of the combined company’s customers will be subject to numerous and complex federal, state, local and foreign laws and regulations relating to the protection of human health, safety and the environment. These laws and regulations may adversely affect the combined company’s customers by limiting or curtailing their exploration, drilling and production activities, the products and services it designs, markets and sells and the facilities where it manufactures its products. For example, the combined company’s operations and the operations of the combined company’s customers will be subject to numerous and complex laws and regulations that, among other things: may regulate the management and disposal of hazardous and non-hazardous wastes; may require acquisition of environmental permits related to its operations; may restrict the types, quantities and concentrations of various materials that can be released into the environment; may limit or prohibit operational activities in certain ecologically sensitive and other protected areas; may regulate specific health and safety criteria addressing worker protection; may require compliance with operational and equipment standards; may impose testing, reporting and record-keeping requirements; and may require remedial measures to mitigate pollution from former and ongoing operations. Sanctions for noncompliance with such laws and regulations may include revocation of permits, corrective action orders, administrative or civil penalties, criminal prosecution and the imposition of injunctions to prohibit certain activities or force future compliance.

Some environmental laws and regulations provide for joint and several strict liability for remediation of spills and releases of hazardous substances. In addition, the combined company or its customers may be subject to

 

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claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances, as well as damage to natural resources. These laws and regulations may expose the combined company or its customers to liability for the conduct of or conditions caused by others, or for the combined company’s acts or for the acts of the combined company’s customers that were in compliance with all applicable laws and regulations at the time such acts were performed. Any of these laws and regulations could result in claims, fines or expenditures that could be material to the combined company’s business, results of operations, financial condition and cash flows.

Environmental laws and regulations, and the interpretation and enforcement thereof, frequently change, and have tended to become more stringent over time. New laws and regulations may have a material adverse effect on the combined company’s customers by limiting or curtailing their exploration, drilling and production activities, which may adversely affect the combined company’s operations by limiting demand for the combined company’s products and services. Additionally, the implementation of new laws and regulations may have a material adverse effect on the combined company’s operating results by requiring the combined company to its operations or products or shut down some or all of its facilities.

Numerous proposals have been made, and are likely to continue to be made, at various levels of government to monitor and limit emissions of greenhouse gases (“GHG”). Past sessions of the U.S. Congress considered, but did not enact, legislation to address climate change. The EPA and other federal agencies previously issued regulations that aim to reduce GHG emissions; however, the current administration has generally indicated an interest in scaling back or rescinding regulations addressing GHG emissions, including those affecting the U.S. oil and gas industry. It is difficult to predict the extent to which such policies will be implemented or the outcome of any related litigation. Any regulation of GHG emissions could result in increased compliance costs or additional operating restrictions for the combined company and/or its customers and limit or curtail exploration, drilling and production activities of the combined company’s customers, which could directly or indirectly, through reduced demand for the combined company’s products and services, adversely affect the combined company’s business, results of operations, financial condition and cash flows.

The combined company’s products will be used in operations that are subject to potential hazards inherent in the oil and gas industry and, as a result, it is exposed to potential liabilities that may affect its financial condition and reputation.

Apergy’s products are, and the combined company’s products will be, used in potentially hazardous drilling, completion and production applications in the oil and gas industry where an accident or a failure of a product can potentially have catastrophic consequences. Risks inherent in these applications, such as equipment malfunctions and failures, equipment misuse and defects, explosions, blowouts and uncontrollable flows of oil, natural gas or well fluids can cause personal injury, loss of life, suspension of operations, damage to formations, damage to facilities, business interruption and damage to or destruction of property, surface and drinking water resources, equipment and the environment. While Apergy currently maintains insurance protection against some of these risks and seek to obtain indemnity agreements from its customers requiring them to hold it harmless from some of these risks, Apergy’s current insurance and contractual indemnity protection may not be sufficient or effective enough to protect it under all circumstances or against all risks. The occurrence of a significant event not fully insured or indemnified against, or the failure of a customer to meet its indemnification obligations to Apergy could adversely affect Apergy’s business, results of operations, financial condition and cash flows.

The combined company’s industry is undergoing continuing consolidation that may impact its results of operations.

The oil and gas industry continues to experience consolidation and as a result, some of Apergy’s largest customers have consolidated and are using their size and purchasing power to seek economies of scale and pricing concessions. This consolidation may result in reduced capital spending by some of the combined company’s customers or the acquisition of one or more of the combined company’s primary customers, which

 

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may lead to decreased demand for the combined company’s products and services. There is no assurance that the combined company will be able to maintain its level of sales to a customer that has consolidated, or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of the combined company’s primary customers may have a significant adverse impact on the combined company’s business, results of operations, financial condition and cash flows. Apergy is unable to predict what effect consolidations in the industry may have on prices, capital spending by the combined company’s customers, the combined company’s selling strategies, the combined company’s competitive position, the combined company’s ability to retain customers or the combined company’s ability to negotiate favorable agreements with its customers.

Apergy and the ChampionX Business are subject to information technology, cybersecurity and privacy risks.

Apergy depends on, and the combined company will depend on, various information technologies and other products and services to store and process information and otherwise support its business activities. Apergy also manufactures and sells hardware and software to provide monitoring, controls and optimization of customer critical assets in oil and gas production and distribution. In addition, certain of ChampionX’s customer offerings include digital components, such as remote monitoring of certain customer operations. Apergy also provides services to maintain these systems. Additionally, Apergy’s operations rely, and the combined company’s operations will rely, upon partners, vendors and other third-party providers of information technology and other products and services. If any of these information technologies, products or services are damaged, cease to properly function, are breached due to employee error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks, such as those involving unauthorized access, malicious software and/or other intrusions, Apergy and the combined company or their respective partners, vendors or other third parties could experience: (i) production downtimes, (ii) operational delays, (iii) the compromising of confidential, proprietary or otherwise protected information, including personal and customer data, (iv) destruction, corruption, or theft of data, (v) security breaches, (vi) other manipulation, disruption, misappropriation or improper use of its systems or networks, (vii) financial losses from remedial actions, (viii) loss of business or potential liability, (ix) adverse media coverage, and (x) legal claims or legal proceedings, including regulatory investigations and actions, and/or damage to its reputation. While Apergy and ChampionX attempt to mitigate these risks by employing a number of measures, including employee training, technical security controls and maintenance of backup and protective systems, Apergy’s, the combined company’s and each of their respective partners’, vendors’ and other third-parties’ systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on Apergy’s or the combined company’s business, results of operations, financial condition and cash flows.

The combined company will be subject to risks relating to existing international operations and expansion into new geographical markets.

The combined company will focus on penetrating global markets as part of its overall growth strategy and expect sales from outside the United States to continue to represent a significant portion of its revenue. Apergy’s and the combined company’s international operations and Apergy’s global expansion strategy are subject to general risks related to such operations, including:

 

   

political, social and economic instability and disruptions;

 

   

government export controls, economic sanctions, embargoes or trade restrictions;

 

   

the imposition of duties and tariffs and other trade barriers;

 

   

limitations on ownership and on repatriation or dividend of earnings;

 

   

transportation delays and interruptions;

 

   

labor unrest and current and changing regulatory environments;

 

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increased compliance costs, including costs associated with disclosure requirements and related due diligence;

 

   

limitations on Apergy’s and the combined company’s ability to enforce legal rights and remedies;

 

   

access to or control of networks and confidential information due to local government controls and vulnerability of local networks to cyber risks; and

 

   

fluctuations in foreign currency exchange rates.

If the combined company is unable to successfully manage the risks associated with expanding its global business or adequately manage operational risks of its existing international operations, these risks could have a material adverse effect on the combined company’s growth strategy into new geographical markets, the combined company’s reputation, the combined company’s business, results of operations, financial condition and cash flows.

The combined company’s reputation, ability to do business and results of operations may be impaired by improper conduct by or disputes with any of its employees, agents or business partners and it will have an increased compliance burden with respect to, and risk of violations of, anti-bribery, trade control, trade sanctions, anti-corruption and similar laws.

Apergy’s operations require, and the combined company’s operations will require, it to comply with a number of U.S. and international laws and regulations, including those governing payments to government officials, bribery, fraud, anti-kickback and false claims, competition, export and import compliance, money laundering and data privacy, as well as the improper use of proprietary information or social media. In particular, Apergy’s international operations are, and the combined company’s international operations will be, subject to the regulations imposed by the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010 as well as anti-bribery and anti-corruption laws of various jurisdictions in which Apergy operates. While Apergy strives to maintain high standards, it cannot provide assurance that its internal controls and compliance systems will always protect it from acts committed by Apergy’s or the combined company’s employees, agents or business partners that would violate such U.S. or international laws or regulations or fail to protect Apergy’s and the combined company’s confidential information. Any such violations of law or improper actions could subject the combined company to civil or criminal investigations in the United States or other jurisdictions, could lead to substantial civil or criminal, monetary and non-monetary penalties and related stockholder lawsuits, could lead to increased costs of compliance and could damage the combined company’s reputation, business, results of operations, financial condition and cash flows. ChampionX’s significant international business will increase corruption risks for the combined company, relative to Apergy as a standalone company.

Additionally, Apergy conducts, and the combined company will conduct, some operations through joint ventures in which unaffiliated third parties may control or have significant influence on the operations of the joint venture. As with any joint venture arrangement, differences in views among the joint venture participants may result in delayed decisions, the joint venture operating in a manner that is contrary to Apergy’s preference or in failures to agree on major issues. These factors could have a material adverse effect on the business and results of operations of Apergy’s joint ventures and, in turn, Apergy’s or the combined company’s business and consolidated results of operations.

Tariffs and other trade measures could adversely affect the combined company’s results of operations, financial position and cash flows.

In 2019, the U.S. government continued to impose tariffs on steel and aluminum and a broad range of other products imported into the United States. In response to the tariffs imposed by the U.S. government, the European Union, Canada, Mexico, India and China have announced tariffs on U.S. goods and services. The new tariffs have increased Apergy’s material input costs, and any further trade restrictions, retaliatory trade measures

 

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and additional tariffs could result in higher input costs to the combined company’s products. The combined company may not be able to fully mitigate the impact of these increased costs or pass price increases on to its customers. While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on Apergy’s business or results of operations, it cannot predict further developments, and such existing or future tariffs could have a material adverse effect on the combined company’s results of operations, financial position and cash flows.

Changes in domestic and foreign governmental and public policy changes, risks associated with emerging markets, changes in statutory tax rates and laws, and unanticipated outcomes with respect to tax audits could adversely affect the combined company’s business, profitability and reputation.

Apergy’s and the combined company’s domestic and international sales and operations are subject to risks associated with changes in laws, regulations and policies (including environmental and employment regulations, export/import laws, tax policies such as export subsidy programs and research and experimentation credits, carbon emission regulations and other similar programs). Failure to comply with any of the foregoing laws, regulations and policies could result in civil and criminal, monetary and non-monetary penalties, as well as damage to Apergy’s reputation. In addition, Apergy cannot provide assurance that its costs of complying with new and evolving regulatory reporting requirements and current or future laws, including environmental protection, employment, data security, data privacy and health and safety laws, will not exceed Apergy’s estimates. In addition, Apergy has made investments in certain countries, including Argentina, Australia, Bahrain, Colombia and Oman, and with the combined company, will also include Angola, Azerbaijan, Equatorial Guinea, Ghana, India, Kazakhstan, Malaysia, Nigeria, Russia, Saudi Arabia and the United Arab Emirates, and may in the future invest in other countries, any of which may carry high levels of currency, political, compliance, or economic risk. While these risks or the impact of these risks are difficult to predict, any one or more of them could adversely affect the combined company’s business, results of operations and reputation.

Apergy is, and the combined company will be, subject to taxation in a number of jurisdictions. Accordingly, its effective tax rate is impacted by changes in the mix among earnings in countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, and disagreements with taxing authorities with respect to the interpretation of tax laws and changes in tax laws. The amount of income taxes and other taxes paid could be adversely impacted by changes in statutory tax rates and laws (which have been and may in the future be under active consideration in various jurisdictions) and are subject to ongoing audits by domestic and international authorities. For example, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act, which we refer to as the Tax Act, which was enacted on December 22, 2017, significantly changed U.S. tax law by, among other things, imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries and imposing limitations on the ability to deduct interest expense. If changes in statutory tax rates or laws or audits result in assessments different from amounts estimated, then Apergy’s business, results of operations, financial condition and cash flows may be adversely affected. In addition, changes in tax laws could have an adverse effect on Apergy’s customers, resulting in lower demand for Apergy’s products and services.

Failure to attract, retain and develop personnel for key management could have an adverse effect on the combined company’s results of operations, financial condition and cash flows.

The combined company’s growth, profitability and effectiveness in conducting its operations and executing its strategic plans depend in part on its ability to attract, retain and develop qualified personnel, align them with appropriate opportunities for key management positions and support for strategic initiatives. Additionally, during periods of increased investment in the oil and gas industry, competition to hire may increase and the availability of qualified personnel may be reduced. If the combined company is unsuccessful in its efforts to attract and retain qualified personnel, the combined company’s business, results of operations, financial condition, cash flows, market share and competitive position could be adversely affected. Additionally, the combined company could miss opportunities for growth and efficiencies.

 

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The credit risks of the combined company’s customer base could result in losses.

Many of the combined company’s customers will be oil and gas companies that have faced or may in the future face liquidity constraints during adverse commodity price environments. These customers impact the combined company’s overall exposure to credit risk as they are also affected by prolonged changes in economic and industry conditions such as the current downturn in the oil and gas industry as a result of the lower crude oil and nature gas price environment. If a significant number of the combined company’s customers experience a prolonged business decline or disruptions, the combined company may incur increased exposure to credit risk and bad debts.

The loss of one or more significant customers could have an adverse impact on the combined company’s financial results.

The combined company’s customers will represent a combination of some of the largest operators in the oil and gas drilling and production markets, including major integrated, large, medium and small independents, and foreign national oil and gas companies, as well as oilfield equipment and service providers. In 2018, Apergy’s top 10 customers represented approximately 38% of total revenue. In 2018, ChampionX’s top 10 customers represented approximately 41% of total sales. While Apergy and ChampionX are not dependent on any one customer or group of customers, the loss of one or more of its significant customers could have an adverse effect on the combined company’s business, results of operations, financial condition and cash flows.

The inability to protect or obtain patent and other intellectual property rights could adversely affect the combined company’s revenue, operating profits and cash flows.

Apergy owns, and the combined company will own, patents, trademarks, licenses and other intellectual property related to its products and services, and Apergy continuously invests, and the combined company will continuously invest, in research and development that may result in innovations and intellectual property rights. Apergy employs, and the combined company will employ, various measures to develop, maintain and protect its innovations and intellectual property rights. These measures may not be effective in capturing intellectual property rights, and they may not prevent Apergy’s or the combined company’s intellectual property from being challenged, invalidated, circumvented, infringed, misappropriated or otherwise violated, particularly in countries where intellectual property rights are not highly developed or protected. Unauthorized use of Apergy’s or the combined company’s intellectual property rights and any potential litigation Apergy or the combined company may initiate or have initiated against it in respect of its respective intellectual property rights could adversely impact Apergy’s or the combined company’s competitive position and have a negative impact on Apergy’s or the combined company’s business, results of operations, financial condition and cash flows.

The combined company’s exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact its results of operations.

A portion of Apergy’s business is, and a portion of the combined company’s business will be, transacted and/or denominated in foreign currencies, and fluctuations in currency exchange rates could have a significant impact on Apergy’s results of operations, financial condition and cash flows, which are presented in U.S. dollars. Cross-border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign exchange effects. Although the impact of foreign currency fluctuations on Apergy’s results of operations has historically not been material, significant changes in currency exchange rates, principally the Canadian Dollar, Australian Dollar, Argentinian Peso, Omani Rial, Colombian Peso, Euro, British Pound Sterling, Russian Ruble and Brazilian Real could negatively affect Apergy’s results of operations. Additionally, the strengthening of the U.S. dollar potentially exposes Apergy and the combined company to competitive threats from lower cost producers in other countries and could result in unfavorable translation effects as the results of foreign locations are translated into U.S. dollars for reporting purposes.

 

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On March 29, 2017, the government of the United Kingdom gave formal notice to the European Union to begin the process of negotiating the withdrawal of the United Kingdom from the European Union (commonly referred to as “Brexit”). The effects of Brexit will depend on any agreements the United Kingdom makes to retain access to the European Union markets either during a transitional period or more permanently. The negotiations might also affect various forms of tax relief and various exemptions that apply to transactions between the United Kingdom and European Union. In the longer term, any impact from Brexit on the combined company’s United Kingdom operations will depend, in part, on the outcome of tariff, trade, regulatory and other negotiations. The political and economic uncertainty surrounding Brexit, if it occurs or in whatever form it occurs, could harm the combined company’s business and financial results due to fluctuations in the value of the British pound versus the U.S. dollar, the euro and other currencies. In addition, Brexit could result in delayed deliveries, which may adversely affect the combined company’s internal supply chain and the combined company’s ability to perform under customer contracts.

Natural disasters and unusual weather conditions could have an adverse impact on the combined company’s business.

The combined company’s business could be materially and adversely affected by natural disasters or severe weather conditions. Hurricanes, tropical storms, flash floods, blizzards, cold weather and other natural disasters or severe weather conditions could result in evacuation of personnel, curtailment of services, damage to equipment and facilities, interruption in transportation of products and materials and loss of productivity. For example, certain of the combined company’s manufactured products and components will be manufactured at a single facility, and disruptions in operations or damage to any such facilities could reduce the combined company’s ability to manufacture its products and satisfy customer demand. If the combined company’s customers are unable to operate or are required to reduce operations due to severe weather conditions, the combined company’s business could be adversely affected as a result of curtailed deliveries of its products and services.

The ChampionX Business’ subsidiaries are defendants in pending lawsuits alleging negligence and injury resulting from the use of COREXIT dispersant in response to the Deepwater Horizon oil spill, which could expose the ChampionX Business to monetary damages or settlement costs.

As described in “Information about the ChampionX Business—Legal Proceedings—Matters Related to Deepwater Horizon Incident Response,” certain entities that are or will become subsidiaries of ChampionX upon completion of the Transactions (collectively the “COREXIT Defendants”) are among the defendants in a number of class action and individual plaintiff lawsuits arising from the use of COREXITTM dispersant in response to the Deepwater Horizon oil spill, which could expose the ChampionX Business to monetary damages or settlement costs. The plaintiffs in these matters have claimed damages under products liability, tort and other theories.

There currently remain three cases pending against the COREXIT Defendants. It is expected that they will be dismissed pursuant to a November 28, 2012 order granting the COREXIT Defendants’ motion for summary judgment. The ChampionX Business cannot predict whether there will be an appeal of the dismissal, the involvement the ChampionX Business might have in these matters in the future or the potential for future litigation. However, although ChampionX believes it has rights to contribution and/or indemnification from third parties in connection with these lawsuits, if an appeal by plaintiffs in these lawsuits is brought and won, these suits could have a material adverse effect on the ChampionX Business and its financial condition, results of operations or cash flows.

The COREXIT Defendants continue to sell the COREXITTM oil dispersant product and previously sold product remains in the inventories of individual customers and oil spill response organizations. The ChampionX Business cannot predict the potential for future litigation with respect to such sales or inventory. However, if one or more of such lawsuits are brought and won, these suits could have a material adverse impact on the combined company’s financial results.

 

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Restrictions imposed by Apergy and the combined company’s debt instruments may limit the ability of the combined company’s subsidiaries to operate their business and to finance their future operations or capital needs or to engage in other business activities.

The terms of the combined company’s debt instruments restrict certain of its subsidiaries from engaging in specified types of transactions. These covenants restrict the ability of Apergy, and its restricted subsidiaries, and upon consummation of the Merger, the combined company and its restricted subsidiaries, among other things, to:

 

   

incur or guarantee additional indebtedness;

 

   

pay dividends on capital stock or redeem, repurchase or retire capital stock or indebtedness, as applicable;

 

   

make investments, loans, advances and acquisitions;

 

   

create restrictions on the payment of dividends or other amounts by such restricted subsidiaries or subsidiaries, as the case may be;

 

   

engage in transactions with the combined company’s affiliates;

 

   

sell assets, including capital stock of subsidiaries;

 

   

consolidate or merge; and

 

   

create liens.

In addition, the debt instruments contain certain financial maintenance covenants. Apergy and the combined company’s ability to comply with these restrictions can be affected by events beyond its control, and Apergy or the combined company may not be able to maintain compliance with them. A breach of any of these covenants would be an event of default.

In the event of a default under any of the debt instruments, the lenders could elect to declare all amounts outstanding under such debt instruments to be immediately due and payable, or in the case of Apergy’s revolving credit facility, may terminate their commitments to lend additional money. If the indebtedness under any of Apergy’s debt instruments were to be accelerated, Apergy and the combined company’s assets may not be sufficient to repay such indebtedness in full. In addition, Apergy’s senior secured credit facilities are secured by substantially all of Apergy’s and its domestic subsidiaries’ assets. If an event of default occurs under Apergy’s debt instruments, the lenders could exercise their rights under the related security documents, and an event of default may be triggered under other debt instruments. Any acceleration of amounts due under Apergy’s debt instruments or the substantial exercise by the lenders of their rights under the security documents would have a material adverse effect on Apergy or the combined company.

Apergy has identified material weaknesses in internal control over financial reporting and, as a result, its disclosure controls and procedures are not effective.

As part of Apergy’s evaluation of disclosure controls and procedures as of September 30, 2019, management of Apergy identified four material weaknesses in its internal control over financial reporting as a result of which Apergy’s chief executive officer and chief financial officer concluded that Apergy’s disclosure controls and procedures were not effective. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Apergy’s annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses relate to the risk assessment component of internal control in response to the risk of misstatement at Apergy’s ESP subsidiary, which gave rise to additional control deficiencies at the subsidiary, which Apergy also determined to be material weaknesses, relating to manual journal entries, inventory and fixed assets and revenue recognition. The material weakness related to inventory and fixed assets resulted in Apergy recording an increase to cost of sales of approximately $4.5 million and a corresponding combined reduction to

 

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inventory and fixed assets in Apergy’s condensed consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 (“Q3 Report”), which represents differences from information contained in Apergy’s news release issued on October 23, 2019. Refer to Note 1 to Apergy’s condensed consolidated financial statements included in Item 1 in Part I of the Q3 Report and to Item 4 included in Part I of the Q3 Report for additional information related to the nature, financial statement impact and risk of these material weaknesses.

Apergy’s management is currently in the process of developing a remediation plan to address these material weaknesses and is assessing Apergy’s internal control over financial reporting as of December 31, 2019. Apergy expects to incur additional expenses, which may be significant, in connection with implementing remedial measures. If Apergy’s remedial measures are insufficient to address the material weaknesses discussed above, or if additional material weaknesses or significant deficiencies in its internal control over financial reporting are identified as of December 31, 2019 or are identified or occur subsequently, Apergy’s consolidated financial statements may contain material misstatements and it may be required to restate its financial results, which could have a material adverse effect on Apergy’s financial condition, results of operations or cash flows, restrict its ability to access the capital markets, require significant resources to correct the material weaknesses or deficiencies, subject it to fines, penalties or judgments, harm its reputation or otherwise cause a decline in investor confidence and cause a decline in the market price of Apergy’s stock.

In addition, refer to Apergy’s Current Report on Form 8-K dated February 11, 2020 for information relating to the correction of immaterial errors with respect to (1) the assessing and recording of liabilities for state sales tax and associated penalties and interest, (2) the write-off of inventory and leased assets and (3) other previously identified amounts that Apergy concluded are immaterial to its previously filed consolidated financial statements.

Risks Related to Ownership of Apergy Common Stock

If securities or industry analysts who cover Apergy, Apergy’s business or Apergy’s market publish a negative report or change their recommendations regarding Apergy’s stock adversely, Apergy’s stock price and trading volume could decline.

The trading market for Apergy common stock is influenced by the research and reports that industry or securities analysts publish about Apergy, Apergy’s business, Apergy’s market or Apergy’s competitors. If any of the analysts who cover Apergy or may cover Apergy in the future publish a negative report or change their recommendation regarding Apergy’s stock adversely, or provide more favorable relative recommendations about Apergy’s competitors, Apergy’s stock price would likely decline.

Certain stockholders could attempt to influence changes within Apergy which could adversely affect Apergy’s operations, financial condition and the value of Apergy common stock.

Apergy’s stockholders may from time-to-time seek to acquire a controlling stake in Apergy’s company, engage in proxy solicitations, advance stockholder proposals or otherwise attempt to effect changes. Campaigns by stockholders to effect changes at publicly-traded companies are sometimes led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of assets or the entire company. Responding to proxy contests and other actions by activist stockholders can be costly and time-consuming, and could disrupt Apergy’s operations and divert the attention of the Apergy Board of Directors and senior management from the pursuit of its business strategies. These actions could adversely affect Apergy’s operations, financial condition and the value of Apergy common stock.

 

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Anti-takeover provisions contained in Apergy’s certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Apergy’s certificate of incorporation, bylaws and Delaware law contain provisions that could have the effect of rendering more difficult or discouraging an acquisition deemed undesirable by the Apergy Board of Directors. Apergy’s corporate governance documents include provisions:

 

   

authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to Apergy common stock;

 

   

limiting the liability of, and providing indemnification to, Apergy’s directors and officers;

 

   

limiting the ability of Apergy’s stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;

 

   

requiring advance notice of stockholder proposals for business to be conducted at meetings of Apergy’s stockholders and for nominations of candidates for election to the Apergy Board of Directors;

 

   

controlling the procedures for the conduct and scheduling of Apergy Board of Directors and stockholder meetings;

 

   

providing the Apergy Board of Directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings;

 

   

restricting the forum for certain litigation brought against Apergy to Delaware; and

 

   

providing the Apergy Board of Directors with the exclusive right to determine the number of directors on the Apergy Board of Directors and the filling of any vacancies or newly created seats on the Apergy Board of Directors.

These provisions, alone or together, could delay hostile takeovers and changes in control of Apergy or changes in Apergy’s management.

As a Delaware corporation, Apergy is also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law, which generally prevents certain interested stockholders, including a person who beneficially owns 15% or more of Apergy’s outstanding common stock, from engaging in certain business combinations with Apergy within three years after the person becomes an interested stockholder unless certain approvals are obtained. Any provision of Apergy’s certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for Apergy’s stockholders to receive a premium for their shares of Apergy common stock, and could also affect the price that some investors are willing to pay for Apergy common stock.

The Apergy certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the exclusive forum for certain disputes between Apergy and its stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with Apergy. If this exclusive forum provision is found to be inapplicable or unenforceable, Apergy may not achieve the intended benefits of such provision.

The Apergy certificate of incorporation provides that, unless Apergy consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for each of the following: (1) any derivative action or proceeding brought on behalf of Apergy, (2) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, or stockholder, creditor or constituent of Apergy to Apergy or its stockholders, (3) any action asserting a claim against Apergy or any director or officer of Apergy arising pursuant to any provision of the DGCL, Apergy’s certificate of incorporation or Apergy’s bylaws or (4) any action against Apergy or any director or officer of Apergy asserting a claim governed by the internal affairs doctrine.

 

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This forum selection provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable or cost-efficient for disputes with Apergy or any director, officer, employee or agent of Apergy, which may discourage such lawsuits, or increase the costs to a stockholder of bringing such lawsuits, against Apergy and such persons.

The enforceability of forum selection provisions in other companies’ certificates of incorporation, bylaws or similar governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court could find the forum selection provision contained in Apergy’s certificate of incorporation to be inapplicable or unenforceable in such action. If a court were to find this forum selection provision inapplicable or unenforceable, Apergy may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely impact Apergy’s operating or financial condition or performance.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, including information incorporated by reference into this proxy statement, includes “forward-looking statements” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Transactions between Apergy, ChampionX and Ecolab. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed Transactions, the ability of the parties to complete the proposed Transactions, the expected benefits of the proposed Transactions, including future financial and operating results and strategic benefits, the tax consequences of the proposed Transactions, and the combined company’s plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward looking statements.

Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others:

 

   

that one or more conditions to closing the Merger or the Distribution (including the Exchange Offer), including certain regulatory approvals, may not be satisfied or waived on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed Transactions, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of Apergy may not be obtained;

 

   

the risk that the proposed Transactions may not be completed on the terms or in the time frame expected by Apergy, ChampionX or Ecolab, or at all;

 

   

unexpected costs, charges or expenses resulting from the proposed Transactions;

 

   

uncertainty of the expected financial performance of the combined company following completion of the proposed Transactions;

 

   

risks related to disruption of management time from ongoing business operations due to the proposed Transactions;

 

   

failure to realize the anticipated benefits of the proposed Transactions, including as a result of delay in completing the proposed Transactions or integrating the businesses of Apergy and ChampionX, or at all;

 

   

the ability of the combined company to implement its business strategy;

 

   

difficulties and delays in the combined company achieving revenue and cost synergies;

 

   

the occurrence of any event that could give rise to termination of the proposed Transactions;

 

   

the risk that stockholder litigation in connection with the proposed Transactions or other settlements or investigations may affect the timing or occurrence of the proposed Transactions or result in significant costs of defense, indemnification and liability;

 

   

evolving legal, regulatory and tax regimes;

 

   

changes in general economic and/or industry specific conditions;

 

   

actions by third parties, including government agencies;

 

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Apergy’s ability to remediate the material weaknesses in internal control over financial reporting described in Part I, Item 4—Controls and Procedures, in Apergy’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019; and

 

   

other risk factors detailed from time to time in Apergy’s and Ecolab’s reports filed with the SEC, including Apergy’s and Ecolab’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC.

In light of these risks, uncertainties, assumptions and other factors, the forward-looking statements discussed in this proxy statement may not occur. Other unknown or unpredictable factors could also have a material adverse effect on each of Ecolab’s, ChampionX’s and Apergy’s actual future results, performance, or achievements. For a further discussion of these and other risks and uncertainties, see the section of this proxy statement entitled “Risk Factors.” As a result of the foregoing, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. None of Ecolab, ChampionX or Apergy undertakes, and each expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events, or changes in its respective expectations, except as required by law.

 

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THE APERGY SPECIAL MEETING

General

This proxy statement is being provided to Apergy stockholders as part of a solicitation of proxies by the Apergy Board of Directors for use at the Apergy special meeting. This proxy statement provides Apergy stockholders with important information they need to know to be able to vote, or instruct their brokers or other nominees to vote, at the Apergy special meeting.

Date, Time and Place

The Apergy special meeting of stockholders will be held at the offices of [●], on [●] at [●] [a.m./p.m.], Central time.

Matters for Consideration

At the special meeting, Apergy stockholders will be asked to vote on the following proposals:

 

   

a proposal to approve the issuance of Apergy common stock in connection with the Merger Agreement, which we refer to as the Share Issuance Proposal, and;

 

   

a proposal to approve the adjournment of the special meeting, if necessary, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the Share Issuance Proposal, which we refer to as the meeting adjournment proposal.

Completion of the Merger is conditioned on approval by Apergy stockholders of the Share Issuance Proposal, but is not conditioned on the approval of the meeting adjournment proposal. The issuance of Apergy common stock contemplated by the Share Issuance Proposal will only occur if the Merger is completed.

THE APERGY BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE MERGER, AND THE SHARE ISSUANCE AND UNANIMOUSLY RECOMMENDS THAT APERGY STOCKHOLDERS VOTE FOR THE SHARE ISSUANCE PROPOSAL.

THE APERGY BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT APERGY STOCKHOLDERS VOTE FOR THE MEETING ADJOURNMENT PROPOSAL.

Record Date; Voting Information

The record date for the special meeting is [●]. Only holders of record of Apergy common stock at the close of business on the record date will be entitled to notice of, and to vote at, the special meeting or any adjournment thereof. As of the record date, approximately [●] shares of Apergy common stock were issued and outstanding and entitled to notice of, and to vote at, the special meeting, and there were approximately [●] holders of record of Apergy common stock. Each share of Apergy common stock shall entitle the holder to one vote on each of the proposals to be considered at the special meeting. A complete list of stockholders entitled to vote at the special meeting will be open to the examination of stockholders on the special meeting date and for a period of at least ten days prior to the special meeting, during normal business hours, at the offices of [●].

If you are a record holder of Apergy common stock on the record date, you may vote your shares of Apergy common stock in person at the special meeting or by proxy as described below under “—Voting by Proxy.”

 

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Quorum

In order for business to be conducted at the Apergy special meeting of stockholders, the DGCL and Apergy’s bylaws require that a quorum must be present. A quorum consists of the holders of a majority of the voting power of Apergy’s common stock issued and outstanding and entitled to vote at the special meeting.

Required Vote

In accordance with NYSE Listing Rules, the DGCL, and Apergy’s organizational documents, the approval of the Share Issuance Proposal requires the affirmative vote of the holders of a majority of the voting power of Apergy present in person or represented by proxy and entitled to vote on such matter, at a special meeting at which a quorum is present. This means the number of shares of Apergy common stock voted “FOR” the Share Issuance Proposal must exceed the aggregate number of shares of Apergy common stock voted “AGAINST” the Share Issuance Proposal and shares of Apergy common stock that are the subject of abstentions in connection with the Share Issuance Proposal. Abstentions will be considered present at the special meeting for the purposes of establishing quorum, and will have the effect of a vote “AGAINST” the Share Issuance Proposal. Shares held in “street name” by a bank, broker or other nominee for which the beneficial owner does not provide voting instructions will not be voted, which will have no effect on the proposals, but may result in the failure to establish a quorum for the special meeting.

Voting by Proxy

If you were a record holder of Apergy common stock at the close of business on the record date of the special meeting, a proxy card is enclosed for your use. Apergy requests that you submit your proxy to vote your shares as promptly as possible by mail, telephone or Internet by following the instructions on the proxy card. Information and applicable deadlines for submitting your proxy by mail, telephone or Internet are set forth on the enclosed proxy card. When the accompanying proxy is properly returned, the shares of Apergy common stock represented by it will be voted at the special meeting or any adjournment thereof in accordance with the instructions contained in the proxy card. Submitting your proxy by Internet or telephone authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

If a properly executed proxy is returned without an indication as to how the shares of Apergy common stock represented are to be voted with regard to a particular proposal, the Apergy common stock represented by the proxy will be voted in accordance with the recommendation of the Apergy Board of Directors and, therefore, “FOR” the Share Issuance Proposal and “FOR” the meeting adjournment proposal.

If your broker, bank or other nominee holds your shares of Apergy common stock in “street name”, you must either direct your nominee on how to vote your shares or obtain a proxy from your nominee to vote in person at the special meeting. Please check the voting form used by your nominee for information on how to submit your instructions to them.

Your vote is important. Accordingly, if you were a record holder of Apergy common stock on the record date of the special meeting, please sign and return the enclosed proxy card or submit your proxy via the Internet or telephone whether or not you plan to attend the special meeting in person. Proxies submitted through the specified Internet website or by phone must be received by 11:59 p.m., [Eastern Time], on [].

Revocation of Proxies

If you are the record holder of Apergy common stock, you can change your vote or revoke your proxy at any time before your proxy is exercised at the special meeting. You can do this by:

 

   

sending a written notice that is received prior to the special meeting stating that you revoke your proxy;

 

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timely delivering a new, valid proxy bearing a later date (by mail, telephone or Internet by following the instructions on the proxy card); or

 

   

attending the Apergy special meeting and voting in person, which will revoke any proxy previously given. Simply attending the special meeting without voting will not revoke any proxy that you have previously given or change your vote.

A registered Apergy stockholder may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy.

Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

Apergy Corporation

2445 Technology Forest Boulevard

Building 4, 12th Floor

The Woodlands, Texas 77381

Attention: Secretary

If your shares are held in “street name” through a broker, bank or other nominee, you may change your vote by submitting new voting instructions to your broker, bank or nominee in accordance with its established procedures. If your shares are held in the name of a broker, bank or other nominee and you decide to revoke your proxy by attending the special meeting and voting in person, your vote in person at the special meeting will not be effective unless you have obtained and present an executed proxy issued in your name from the record holder (your broker, bank or nominee).

Voting by Apergy Directors and Executive Officers

At the close of business on the record date for Apergy’s special meeting, Apergy directors and executive officers and their affiliates were entitled to vote approximately [·]% of the shares of Apergy common stock outstanding on the record date. Apergy currently expects that all Apergy directors and executive officers will vote their shares in favor of the Share Issuance and the meeting adjournment proposal, though none has entered into an agreement requiring them to do so.

Solicitation of Proxies

Apergy is soliciting proxies for the special meeting and will bear all expenses in connection with solicitation of proxies. Apergy has retained D.F. King & Co., Inc., a third party proxy consultant, to solicit proxies in connection with the special meeting at a cost of approximately $11,500 plus expenses. Upon request, Apergy will pay brokerage houses, custodians, nominees and fiduciaries their reasonable out-of-pocket expenses for sending proxy materials to, and obtaining instructions from, persons for whom they hold shares. Apergy expects to solicit proxies primarily by mail, but its directors, officers and other employees of Apergy may, without any pay, solicit in person or by Internet, telephone or mail.

Other Matters

As of the date of this proxy statement, the Apergy Board of Directors knows of no other matters that will be presented for consideration at the special meeting other than as described in this proxy statement.

 

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Assistance

Apergy stockholders who need assistance in voting their shares or need a copy of this proxy statement should contact:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Telephone: (800) 859-8509 (toll-free)

(212) 269-5550 (collect)

Email: APY@dfking.com

Apergy stockholders should contact Apergy’s transfer agent, at the phone number or address listed below, if they have questions concerning transfer of ownership or other matters pertaining to their stock accounts.

Computershare Trust Company, N.A.

462 South 4th Street

Suite 1600

Louisville, KY 40202

Telephone: + 1 (800) 522-6645

 

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INFORMATION ABOUT ECOLAB’S EXCHANGE OFFER

Ecolab intends to distribute up to 100% of the shares of ChampionX common stock to Ecolab stockholders through the Exchange Offer. If the Exchange Offer is consummated, but the Exchange Offer is not fully subscribed because fewer than all shares of ChampionX common stock owned by Ecolab are exchanged, the remaining shares of ChampionX common stock owned by Ecolab would be distributed in the clean-up spin-off to Ecolab stockholders whose shares of Ecolab common stock remain outstanding after consummation of the Exchange Offer. If the Exchange Offer is terminated by Ecolab without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), Ecolab intends to distribute all shares of ChampionX common stock owned by Ecolab on a pro rata basis to holders of Ecolab common stock, with a record date to be announced by Ecolab. See “The Transactions—The Separation and the Distribution—The Distribution.” The date on which the Distribution occurs is referred to as the Distribution Date. ChampionX has filed a registration statement on Form S-4 and Form S-1 to register the offer of shares of its common stock which will be distributed to Ecolab stockholders pursuant to the Exchange Offer and, if applicable, the clean-up spin-off. Such shares of ChampionX common stock will be immediately converted into shares of Apergy common stock in the Merger. Apergy has filed a registration statement on Form S-4 to register the shares of its common stock which will be issued in the Merger. The terms and conditions of the Exchange Offer are described in ChampionX’s registration statement and Apergy’s registration statement. Apergy and Apergy stockholders are not a party to the Exchange Offer and are not being asked to separately vote on the Exchange Offer or to otherwise participate in the Exchange Offer.

Upon the consummation of the Exchange Offer, Ecolab will deliver to the Exchange Offer agent a book-entry authorization representing the ChampionX common stock being distributed in the Exchange Offer, with instructions to hold the shares of ChampionX common stock for the holders of Ecolab common stock validly tendered and not withdrawn in the Exchange Offer and, in the case of a pro rata distribution, holders of Ecolab common stock whose shares of Ecolab common stock remain outstanding after the consummation of the Exchange Offer. Apergy will deposit with the Exchange Offer agent for the benefit of persons who received shares of ChampionX common stock in the Exchange Offer book-entry authorizations representing shares of Apergy common stock, with irrevocable instructions to hold the shares of Apergy common stock in trust for the holders of ChampionX common stock.

Apergy currently expects to issue 127.2 million shares of Apergy common stock in the Merger. Based upon the reported closing sale price of $27.22 per share for Apergy common stock on February 5, 2020, the total value of consideration to be paid to Ecolab’s stockholders would have been approximately $3.34 billion. The actual value of the Apergy common stock to be issued in the Merger will depend on the market price of shares of Apergy common stock at the time of determination.

Ecolab’s Exchange Offer is subject to various conditions listed in ChampionX’s registration statement and Apergy’s registration statement. The information included in this section regarding Ecolab’s Exchange Offer is being provided to Apergy’s stockholders for informational purposes only and does not purport to be complete. For additional information on Ecolab’s Exchange Offer and the terms and conditions of Ecolab’s Exchange Offer, Apergy shareholders are urged to read, when available, ChampionX’s registration statement on Form S-4 and Form S-1, or Apergy’s registration statement on Form S-4, and all other documents Ecolab, ChampionX or Apergy have filed or will file with the SEC, including the Schedule TO Ecolab will file. This proxy statement constitutes only a proxy statement for Apergy stockholders relating to the approval of the Share Issuance and is not an offer to sell or an offer to purchase shares of Apergy common stock.

 

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INFORMATION ABOUT APERGY

Information about Apergy

Overview—Apergy

Apergy is a leading provider of highly engineered equipment and technologies that help companies drill for and produce oil and gas safely and efficiently around the world. Apergy’s products provide efficient functioning throughout the lifecycle of a well—from drilling to completion to production. Apergy reports its results of operations in two reporting segments: the Production & Automation Technologies segment and the Drilling Technologies segment. Apergy’s Production & Automation Technologies segment offerings consist of artificial lift equipment and solutions, including rod pumping systems, electric submersible pump systems, progressive cavity pumps and drive systems and plunger lifts, as well as a full automation and digital offering consisting of equipment, software and Industrial Internet of Things solutions for downhole monitoring, wellsite productivity enhancement and asset integrity management. Apergy’s Drilling Technologies segment offering provides market leading polycrystalline diamond cutters and bearings that result in cost effective and efficient drilling.

Apergy’s products are used by a broad spectrum of customers in the global oil and gas industry, including national oil and gas companies, large integrated and independent oil and gas companies, major oilfield equipment and services providers, and pipeline companies. Apergy competes across major oil and gas markets globally, with a particular strength in the North American onshore market. Apergy’s products are particularly well suited for unconventional/shale oil and gas markets.

The quality, innovative technology and performance of Apergy’s technologies drive improved cost-effectiveness, productivity, efficiency, reliability and safety for Apergy’s customers. Apergy believes its strong position in its core markets and its long-term customer relationships are due to its focus on technological advancement, product reliability and commitment to superior customer service across its organization. Apergy’s long-term customer relationships and the consumable nature of many of its products also enable it to benefit from recurring revenue throughout the lifecycle of a producing well. Apergy believes it is also differentiated from competitors through its proven business model focused on high customer intimacy, innovative technology and application engineering.

Apergy has a long history of innovation across its businesses, and its heritage in the oilfield equipment industry extends over 60 years. During this time, Apergy has expanded through a series of strategic acquisitions of well-known businesses and brands as well as internal growth initiatives. Key acquisitions that built the artificial lift platform include Harbison-Fischer, Wellmark, PCS Ferguson (f/k/a Production Controls Services, Inc.) and Oil Lift Technology. Apergy’s leading polycrystalline diamond cutter business was created through the acquisition of US Synthetic. Through its acquisitions, Apergy has developed experience as an effective operator and successful integrator of businesses.

For a more detailed description of the business of Apergy, see Apergy’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018.

Directors and Officers of Apergy Before and After the Merger

Directors

After the Merger, the Apergy Board of Directors will consist of nine directors: the seven current directors on the Apergy Board of Directors and two directors designated by Ecolab. One of the Ecolab board designees shall be appointed as a Class I director of Apergy, and the second of the Ecolab board designees shall be appointed as a Class II director of Apergy. Each of the directors designated by Ecolab must qualify as an independent director, as such term is defined in NYSE Rule 303A.02.

 

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The biographies of the following directors of Apergy before the Merger are incorporated by reference to Apergy’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018: Daniel W. Rabun, Mamatha Chamarthi, Kenneth M. Fisher, Gary P. Luquette, Stephen M. Todd, Stephen K. Wagner and Sivasankaran “Soma” Somasundaram.

Executive Officers

After the Merger, Apergy’s current President and Chief Executive Officer, Sivasankaran “Soma” Somasundaram, and current Senior Vice President and Chief Financial Officer, Jay A. Nutt, will continue in their roles. Deric Bryant, current Executive Vice President & President of Ecolab’s Upstream Energy business, is expected to serve as Chief Operating Officer. Certain members of the ChampionX management team are expected to join Apergy as well.

The descriptions of Messrs. Somasundaram and Nutt, President and Chief Executive Officer and Chief Financial Officer, respectively, of Apergy before the Merger are incorporated by reference to Apergy’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2018.

 

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INFORMATION ABOUT THE CHAMPIONX BUSINESS

Company Overview

ChampionX is a leading provider of on-site, technology-driven chemistry programs and value-enabling solutions and services to the global upstream oil and natural gas industry. ChampionX’s technologies enable customers to safely manage the critical challenges they face throughout the lifecycle of their assets, helping minimize risk, deliver production targets, defer capital investments and maximize profitability. ChampionX provides applications and technology for drilling, production and midstream, both onshore and offshore. ChampionX’s customers include many of the largest publicly traded E&P and service companies, as well as national and independent oil and natural gas companies of all sizes.

ChampionX earns revenue across the lifecycle of wells, which are drilled and completed in days or months, and then produce for years. More than 80% of ChampionX’s revenue is generated during the long producing life of the well, which is the most stable and least capital-intensive phase of the lifecycle, improving consistency of revenue and cash flow generation.

 

LOGO

With 2018 net sales of $2.4 billion, ChampionX’s product and service portfolio is deployed under a range of conditions in more than 55 countries that include the most technically and geographically demanding environments. ChampionX’s comprehensive offering addresses the many critical processes and challenges in the oil and natural gas lifecycle, including corrosion, oil and water separation, paraffin and asphaltene control, scale deposits, hydrogen sulfide impurities, drilling and well stimulation, hydrate control, foaming control, flow restrictions and water treatment needs. ChampionX also has leading worldwide capabilities and footprint, with nearly 30 manufacturing locations, four technology centers and a comprehensive, reliable supply chain that enables ChampionX to effectively and securely deliver its offering on a global basis.

ChampionX also delivers innovative digital tools that supplement its service and chemical applications, enabling employees and customers to collaborate in real time regardless of location. ChampionX captures and processes technical data from the field to generate insights, predictions and recommendations to react proactively to challenges arising in customer field operations. These tools increasingly enable ChampionX to connect the industry’s leading technical experts with field personnel to leverage its expertise in real-time across the world.

 

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History and Development

ChampionX brings the respected legacies and strengths of both Nalco and Champion in the Upstream segment. ChampionX has a history of success and innovation stretching back almost a century to its origins as a part of National Aluminate Corporation, which commenced sales of drilling additives in 1929 in addition to its other water treatment businesses. ChampionX’s 1995 joint venture with Exxon Chemical Company was a significant milestone that enhanced and strengthened its technology, safety and change management culture while further developing its capability to create value for large, integrated oil and natural gas companies. ChampionX became part of Ecolab with Ecolab’s acquisition of Nalco Holding Company in 2011. ChampionX’s business continued and grew as part of Ecolab’s Nalco Champion business unit following Ecolab’s 2013 purchase and integration of Champion Technologies, a global specialty chemical company serving the oil and natural gas industry.

 

LOGO

Industry and Market Conditions

ChampionX offers products and services principally to customers in the upstream oil and natural gas industry, which involves the exploration for, and production of, oil and natural gas. According to industry market studies, ChampionX expects the demand for oil and natural gas energy to grow over 20% and 40% respectively between now and 2050, fueled by a growing world population and expanding global middle class. Along with this increased demand, ChampionX expects a greater emphasis on responsible and sustainable production that creates new opportunities and challenges for its business and customers. Furthermore, given the natural decline rates of oil and natural gas production from existing reserves, ChampionX expects the long-term increase in demand to result in a continued need to discover and access new oil and natural gas reserves that can be efficiently, responsibly and cost-effectively developed. ChampionX believes that its business, with the strong value proposition of its products and services, is well positioned to create value for oil and natural gas producers that are increasingly focused on long-term financial health.

ChampionX expects that the development of new oil and natural gas reserves will pose increasingly difficult technical challenges to E&P companies as new production shifts towards harder-to-reach and harder-to-develop oil and natural gas reserves such as ultra-deepwater, oil sands and unconventional shale. This shift has been driven by the increasing depletion of easier-to-produce conventional oil and natural gas reserves and advances in production methods and technologies that make unconventional reserves more economically attractive.

 

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LOGO

Production of harder-to-reach oil, such as oil from ultra-deepwater, subsea developments, oil sands and other unconventional reserves, make drilling and the application of effective chemistry materially more difficult. This type of production is projected to increase from 24% to 36% of total worldwide oil production from 2018 to 2024, according to industry market studies. Total worldwide oil production is expected to climb from 96.6 million to 108.5 million barrels per day during the same period. Advances in deepwater and ultra-deepwater production methods have made deepwater and ultra-deepwater projects more economically attractive, benefiting many traditional deepwater markets and emerging ultra-deepwater fields. Investment in deepwater and ultra-deepwater E&P is projected to grow a total of 30% from 2018 to 2022.

Water treatment, management and processing is an integral aspect of oil and natural gas production as well as the largest portion of ChampionX’s overall portfolio of solutions. As production shifts towards harder-to-reach and harder-to-develop reserves, which present more challenging operating conditions, ChampionX expects demand for water-related services and chemistries to grow along with the need to responsibly manage increasingly important and scarce water resources. ChampionX believes that that its global footprint and unique offerings of products, services and expertise put ChampionX in a strong position to support oil and natural gas production in these challenging environments and conditions. ChampionX also offers solutions that focus on reducing, reusing and recycling water through the life of a production asset in a manner that maximizes production and optimizes water usage in a responsible fashion.

Business Segments

Operating activities that share similar economic characteristics, products and production processes, end-use markets, channels of distribution and regulatory environments have been organized into two reportable segments: Oilfield Performance and Specialty Performance.

Oilfield Performance

Oilfield Performance generated net sales of approximately $2 billion in 2018, representing approximately 81% of ChampionX’s total 2018 net sales. This segment is comprised of sales directly to E&P companies and is typically more stable because of its link to existing production, the lower investment required by customers, and the critical support these customers need to help solve their challenges.

Nearly all of ChampionX’s sales in this segment are derived from providing E&P and other customers in the oil and natural gas production and midstream markets with solutions to manage and control corrosion, oil and water separation, flow assurance, sour gas treatment and a host of water-related issues. This wide range of capabilities helps customers to minimize risks of operational interruptions and failures, maximize production targets, extend field life and increase profitability in a safe and responsible manner.

 

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The products and services offered by Oilfield Performance cover a broad range of chemical solutions for onshore and offshore E&P operations and are built upon ChampionX’s foundation of deep expertise and capability in applications across the oil and natural gas lifecycle. ChampionX’s largest product lines in Oilfield Performance include corrosion inhibitors, scale inhibitors, emulsion breakers and biocides.

In addition, Oilfield Performance utilizes ChampionX’s reservoir modeling capability and chemistry expertise to provide enhanced oil recovery solutions to oil producers. These solutions are intended to enable its customers to increase oil recovery in mature oilfields and improve return on investment by extending the economic life of such fields in a safe and responsible manner, both onshore and offshore.

ChampionX’s Oilfield Performance products and services are sold and supported by its on-site experts and corporate account leaders, as well as through distributors, sales agents and joint ventures. More than half of ChampionX’s employees are specialists who provide expertise and support to its Oilfield Performance customers at their production sites and remotely. About 20% of ChampionX’s global workforce consists of logistics specialists who deliver supply assurance and ensure that its Oilfield Performance customers receive its products when and as needed for their operations, whether on land or offshore, including the most remote locations. In addition, Oilfield Performance is supported by over 400 experienced research scientists, technical experts and marketing professionals who develop new products and services and help customers manage the critical challenges they face throughout the life cycle of their assets.

Oilfield Performance mostly supports existing production. As a result, Oilfield Performance sales are less sensitive than those of Specialty Performance to changes in ChampionX’s customers’ capital expenditure budgets related to the exploration for and development of new oil and natural gas reserves, which are more directly affected by trends in oil and natural gas prices.

Specialty Performance

Specialty Performance generated net sales of approximately $0.5 billion in 2018, representing approximately 19% of ChampionX’s total 2018 net sales. This segment is comprised of sales directly to service and equipment companies that support global E&P companies.

Nearly all of ChampionX’s sales in this segment are derived from specialty products that support well stimulation, construction (including drilling and cementing) and remediation needs in the oil and natural gas industry. Specialty Performance products are specifically formulated to help its customers manage the challenges involved in developing conventional and unconventional oil and natural gas reserves.

Specialty Performance offers a range of fluid solutions that help its customers achieve more successful and efficient drilling and cementing operations and enhance well productivity. ChampionX also leverages its deep experience in water treatment and processing to offer its customers products that, among other things, help to control scale, inhibit microbial growth and inhibit corrosion. Specialty Performance leverages ChampionX’s expertise to design tailored products that can help ChampionX’s customers create ideal fluid packages based on individual well dynamics. ChampionX’s largest product lines in Specialty Performance include fracturing fluid packages, drilling additives, cement additives and products that support acidizing activities.

The products offered by Specialty Performance are sold and supported by ChampionX’s corporate account leaders, marketing professionals and field sales engineers. Specialty Performance is also supported by over 50 experienced research scientists and technical experts who work directly with its customers to develop customized solutions for their operations in challenging environments and conditions.

Sales of ChampionX’s Specialty Performance products are more sensitive than those of its Oilfield Performance products to changes in its customers’ capital expenditure budgets as they relate more directly to the exploration and development of new oil and natural gas reserves. This exploration and development activity is affected by trends in oil and natural gas prices and its customers’ corresponding levels of drilling activity, capital investment and well development.

 

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ChampionX’s Competitive Strengths

ChampionX has been a leader in the upstream market backed by its innovative and differentiated technology, proprietary chemical solutions and focus on its strong customer relationships with the world’s largest and most successful oil and natural gas E&P companies. This positions ChampionX well to pursue its primary business strategies and provide a strong competitive advantage to enable its ongoing success:

Positioned to succeed in hard-to-reach oil and natural gas production environments

ChampionX offers a unique combination of industry focus, leading technologies, continued investment in R&D, water management know-how and unmatched field experience that gives ChampionX a competitive advantage in tomorrow’s most promising large-scale oil and natural gas production markets, including those involving ultra-deepwater, custom designed fracking packages, produced water handling and advanced offshore enhanced oil recovery technologies. These markets will require more innovative products and services that will enable more value-based pricing opportunity for ChampionX.

Scalable and flexible business model to win in cyclical, “lower-for-longer” market scenarios

ChampionX has built its business on driving value for its customers through differentiated technology and high-touch customer service. ChampionX believes that its tailored products and services make it integral to the success of its customers’ established operations, which ChampionX expects will enable it to deliver growth that outpaces that of the market and to maintain profitability and weather the volatility in oil and natural gas prices. ChampionX’s history demonstrates its ability to remain focused on enhancing its product portfolio, reducing process complexity and optimizing its production costs to promote success, even in extended periods of decreased oil and natural gas prices. More than 80% of its revenue is generated during the long producing life of the well, which is the most stable and least capital-intensive phase of the lifecycle, improving consistency of revenue and cash flow generation.

Comprehensive global supply chain presence and sourcing strategies

Industry market studies indicate that total global energy demand will increase by nearly 25% by 2030, which will drive the continued shift in oil and natural gas production towards harder-to-reach reserves. With ChampionX’s rich technology portfolio, research and development expertise, strong and expert service force and a long history of delivering its products securely to customers for their operations when and as needed, no matter their location, ChampionX believes it is positioned to meet the needs of its customers as they continue to expand production of harder-to-reach oil and natural gas reserves. ChampionX’s global manufacturing footprint, comprising owned and leased assets in major oil and natural gas production locations around the world, and its procurement and logistics capabilities enable it to consistently supply its customers’ needs in challenging and isolated areas.

Executive leadership team with deep industry experience

ChampionX’s senior leadership team consists of established industry professionals with significant relevant experience. ChampionX believes that they have the deep industry, operational, management and financial experience required to help ChampionX capitalize on business opportunities and effectively manage challenges that may arise.

Proven industry leadership and innovations in water management

Water is critical to ChampionX’s customers’ operations. ChampionX will benefit from a long history of leadership in water treatment and processing, which it will utilize to address the water-related challenges faced by its customers, including scale, corrosion, microbial growth and reservoir souring. In addition, ChampionX has expertise in responsibly managing scarce water resources by enabling its customers to reduce their water usage,

 

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recycle the water they use and responsibly manage wastewater, whether offshore, onshore or in unconventional reserves such as oil sands relying on steam-assisted gravity drainage. ChampionX believes its unique combination of experience in water treatment and processing and oil and natural gas production puts it in a leading position to meet its customers’ water-related needs in a responsible fashion.

Investment in industry-leading digital solutions

ChampionX will continue to invest in digital innovation to better enable it to provide its customers with improved data analytics and ongoing intelligence about their operations that leverages its global knowledge base. These initiatives allow ChampionX to collaborate with its customers in optimizing the efficiency of their operations. ChampionX’s CORE system is a platform for knowledge sharing, built around global, collaborative networks. CORE enables ChampionX’s employees to collaborate in real time and to capture and process technical data and reports that it uses to provide its customers with insights from their operations that help predict and solve challenges across the assets in their organizations. ChampionX’s TEAMS center allows its on-site field employees to access technical expertise in real time to quickly identify and address technical challenges. ChampionX’s connected digital devices support services, such as remote tank-level monitoring and water management sensing, enable it to provide additional value to customers.

ChampionX’s Business Strategies

ChampionX’s strategic goals are to maintain its leadership in delivering chemical solutions to the upstream oil and natural gas industry and pursue adjacent market growth opportunities in order to deliver profitable growth, maximize free cash flow and create stockholder value. ChampionX intends to achieve these goals by executing the following strategies:

Expand addressable market

ChampionX believes that there are significant opportunities to expand into product and service offerings adjacent to its current portfolio by leveraging its deep industry experience, customer intimacy, global footprint, technical capabilities and on-site experts. ChampionX expects to pursue such expansion through a variety of means, including collaborative technology development and targeted acquisitions.

Expand share of offshore production market

The highly-advanced production methods and technologies used in deepwater production, defined as production at water depths of 125 to 1,500 meters, can now be applied to ultra-deepwater reserves, defined as production at water depths greater than 1,500 meters, making exploitation of these reserves more economically attractive than in the past. ChampionX intends to build upon its historical leadership position in the offshore market as it increasingly relies upon ultra-deepwater reserves to satisfy growing energy demand.

Capitalize on opportunities in unconventional production and associated water treatment needs

Advances in production methods and technologies have also made unconventional reserves more economically attractive. As a result of these advances and the ongoing depletion of conventional oil and natural gas reserves, E&P capital expenditures have shifted towards unconventional oil and natural gas reserves. ChampionX offers a range of products specifically formulated to help its customers manage the challenges involved in developing unconventional reserves, including ultra-deepwater, oil sands and those reserves that require horizontal drilling, and have the procurement and logistics capabilities required to securely supply its customers’ needs in challenging and isolated areas.

This shift in production has also created new opportunities for ChampionX to leverage its long-standing water treatment and processing capabilities to assist its customers in unconventional production. Water is critical to its customers’ operations, including drilling, fracturing, pressurizing, extraction and transportation, reuse and disposal, and scarcity of water resources has increased the need to responsibly manage its use.

 

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Given the industry’s increasing focus to pursue unconventional development in a responsible fashion—often in water-scarce regions of the world—ChampionX believes its unique combination of water treatment and processing experience in the oil and natural gas E&P sector puts ChampionX in a leading position to bring value to its customers’ operations.

Increase capability in midstream markets

Recent increases in the production of oil and natural gas in the Unites States, driven by advances in production methods and technologies, including horizontal drilling, has led to significant investments in the oil and natural gas pipeline infrastructure in the United States. This pipeline infrastructure is generally owned by large service providers. ChampionX offers midstream operators a full range of technologies and additives to help protect their investments from corrosion and optimize flow-through performance. ChampionX intends to continue expanding its relationships with midstream operators to help them reduce capital expenditures and extend the life of their existing infrastructure.

Pursue opportunities in enhanced oil recovery

ChampionX’s unique technical knowledge and experience addressing the interactions between reservoir rock, injected and formation water, chemistry design and selection, and facility design allow ChampionX to deliver field-scale enhanced oil recovery technologies to its customers. These effective and economical solutions enable customers to meet the challenges of reducing their environmental impact while minimizing capital investments associated with new well development. These technologies can be applied both onshore and offshore and are developed hand-in-hand with its customers. ChampionX’s experience meeting logistics challenges and supply and quality assurance requirements at a large scale enable it to successfully deploy its enhanced oil recovery technologies across a range of conditions.

Invest in enhanced digital solutions

Oil and natural gas E&P companies increasingly seek to leverage data and analytics to enable more timely and effective decision-making. ChampionX intends to meet these needs by continuing its investment in digital innovation. ChampionX currently offers platforms that allow it to collaborate with its customers to help optimize the efficiency of their operations and provide and analyze real-time data from remote sensing technologies. ChampionX’s digital product and service offerings allow it to help its customers minimize risk, achieve their production targets and maximize profitability no matter their location. Furthermore, through its internal knowledge sharing system, it is able to leverage the experience and knowledge of its employees to help its customers predict and solve their toughest challenges.

Competition

The markets in which ChampionX operates are highly competitive. The principal bases of competition in ChampionX’s markets are customer service, market expertise, breadth of product offering, product quality and performance, supply chain capabilities, price and innovation. ChampionX has built its business on delivering value to its customers across the globe through its extensive industry experience and knowledge, technical expertise, differentiated technology, customer service, procurement and logistics capabilities and emphasis on safety and environmental leadership.

ChampionX’s key competitors include: Baker Hughes Company; Clariant AG; Multi-Chem, a Halliburton Service; and M-I SWACO, a Schlumberger company.

Customers, Sales and Distribution

ChampionX has built its business through high-touch customer service, and its focus on its customers’ needs is central to ChampionX’s goal of creating value for all of its stakeholders. Utilizing its deep industry experience and technical expertise, ChampionX seeks to develop collaborative relationships with its customers to help them achieve peak performance throughout the life cycle of their assets by identifying and managing the challenges they face.

 

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ChampionX’s products and services are primarily marketed and sold directly by its field sales personnel and corporate account leaders, as well as through technical seminars, tradeshows and various digital and print advertising materials. ChampionX’s sales employees partner with its customers to understand their technical challenges and needs and proactively work with them to provide solutions that leverage ChampionX’s portfolio of products and services across the drilling, production and midstream markets. In certain markets ChampionX utilizes joint ventures and independent third-party distributors and sales agents to sell and market products and services.

ChampionX’s key products, each of which constitute over 10% of net sales, are corrosion inhibitors, scale inhibitors and emulsion breakers.

The following chart details ChampionX’s net sales by geographic region for 2018:

 

LOGO

Deliveries of ChampionX’s products to customers are made from its manufacturing facilities, blending facilities and a network of owned and leased distribution centers. ChampionX also utilizes third-party logistics service providers to facilitate the distribution of its products.

Working Capital

ChampionX maintains an adequate level of working capital to support its business needs. There are no unusual industry practices or requirements relating to working capital items in either Oilfield Performance or Specialty Performance.

Investments in Equipment

ChampionX has invested in the past, and expects to continue to invest in the future, in process control and monitoring equipment consisting primarily of systems used by customers to dispense its products as well as to monitor water systems or corrosion in pipelines. For additional information regarding investments in equipment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ChampionX Business—Investing Activities.”

 

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Manufacturing

ChampionX manufactures the majority of its products and related equipment in facilities that it operates. For 2020, ChampionX anticipates that approximately 60% of its total product volumes will be manufactured in manufacturing facilities that it owns or leases, slightly less than 20% of its total product volumes will be provided through intercompany manufacturing agreements with Ecolab-owned or Ecolab-leased manufacturing facilities, and the remaining 20% of its total product volumes will be provided through other third-party manufacturers or suppliers.

Joint Ventures

ChampionX has, over time, entered into joint ventures with unaffiliated third parties in order to meet local ownership requirements, to achieve quicker operational scale, to expand its ability to provide its customers a more fully integrated offering of products and services and to provide other benefits to its business and its customers. During 2018, the impact of ChampionX’s joint ventures on its consolidated net sales was less than 8%. These joint ventures may support activities for both the Oilfield Performance and Specialty Performance businesses, with the majority of joint venture activity supporting Oilfield Performance.

The table below identifies ChampionX’s most significant joint ventures and their locations, categorized according to the primary purpose of the joint venture.

 

Local Ownership Requirements / Geographic Expansion
Joint Venture    Location
ChampionX Químicos Lda.    Angola
ChampionX Equatorial Guinea Sarl    Equatorial Guinea
ChampionX Oilfield Solutions Ghana Ltd    Ghana
ChampionX Dai-ichi India Private Limited    India
RauanNalco LLP    Kazakhstan
Malaysian Energy Chemical & Services Sdn. Bhd.    Malaysia
ChampionX Oilfield Solutions Nigeria Ltd    Nigeria
Champion Arabia Limited    Saudi Arabia
Emirates National Chemicals Company LLC    United Arab Emirates
Manufacturing Capability
Joint Venture    Location
Petrochem Performance Products    Azerbaijan

ChampionX will continue to evaluate the potential for partnerships and joint ventures that can assist it in increasing its geographic, technological and product reach or enhance product and service offerings to its customers.

Intellectual Property

ChampionX owns a large portfolio of patents, trademarks, licenses and other intellectual property, which have been acquired over time and, to the extent applicable, expire at various times over a number of years. ChampionX occasionally licenses third-party intellectual property to supplement its product and service offerings. ChampionX also has an active program to protect its intellectual property by filing for patents and registering trademarks around the world and pursuing legal action, when appropriate, to prevent infringement. Key trademarks ChampionX owns include those related to ChampionX. These trademarks are registered or applied for in all of ChampionX’s key markets, and ChampionX anticipates maintaining them indefinitely. While ChampionX’s intellectual property portfolio contributes to its innovative product and service offerings, ChampionX does not believe that the loss or expiration of any particular intellectual property right would materially affect its financial results.

 

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Research and Development

ChampionX delivers value and performance to its customers through its investment in innovative technologies. Technology has become increasingly critical in ChampionX’s industry as maturing global oil and natural gas reservoirs, acceleration of production decline, increasingly complex well designs and an aging workforce stress existing infrastructure and systems. Despite fluctuations in the number of wells drilled, E&P companies have consistently increased their expenditures on technology to improve oil and natural gas recovery and lower their costs. ChampionX has invested substantially in building its research and development capabilities and digital and other technology offerings, all of which it believes help its customers minimize risk, achieve production targets, extend field life and maximize profitability in a safe and responsible manner.

ChampionX’s research and development program focuses on the following activities:

 

   

Developing next-generation technology for all aspects of oil and natural gas production, including both conventional and unconventional, and across the entire life cycle of a producing asset.

 

   

Enhancing its ability to predict, identify and solve its customers’ operational challenges with its portfolio of products and services.

 

   

Decreasing the cost of the products and services that it brings to market by using innovation to drive operational efficiency.

ChampionX’s key research and development disciplines include analytical and material science, chemical synthesis, formulation science, microbiology, reservoir engineering, software engineering, process and equipment. ChampionX also has a robust external innovation program that leverages the capabilities and knowledge of key suppliers and joint development programs with start-up companies. Furthermore, ChampionX has a number of technical specialists embedded in key geographies to provide an efficient channel to deploy its new technologies in the major oil and natural gas markets around the world.

Raw Materials

ChampionX uses a wide variety of raw materials in manufacturing its products. These include inorganic chemicals, including alkalis, acids, biocides, phosphonates, phosphorous materials, silicates and salts, and organic chemicals, including acids, alcohols, amines, fatty acids, surfactants, solvents, monomers and polymers. ChampionX also purchases packaging materials for its manufactured products and components for its specialized dispensing equipment and systems. ChampionX purchases more than 4,000 raw materials, with the largest single raw material representing less than 3% of its raw material purchases. Raw materials, apart from a few specialized chemicals that ChampionX manufactures, are generally purchased on a contract basis and are ordinarily available in adequate quantities from a diverse group of suppliers globally. When practical, ChampionX utilizes global sourcing to align supply and production locations to control costs.

Environmental and Regulatory Considerations

ChampionX’s businesses are subject to various legislative enactments and regulations relating to the protection of the environment and public health. While ChampionX cooperates with governmental authorities and takes what it believes are appropriate measures to meet regulatory requirements and avoid or limit environmental effects, environmental risks are inherent in ChampionX’s businesses. Among such risks are costs associated with transporting and managing hazardous materials, waste disposal and plant site cleanup; and fines and penalties if ChampionX is found to be in violation of applicable environmental laws or permits issued pursuant to applicable environmental laws. Evolving chemical regulations could disrupt its business if they require ChampionX to reformulate, recall or discontinue the production of products impacted by such regulations. In addition, the demand for certain of its products and services is dependent upon or might be limited by environmental laws and regulations. Changes in these laws and regulations, such as air pollution regulations and regulations relating to oil and natural gas production (including those related to hydraulic fracturing), could impact the sales of some of its

 

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products or services. In addition to an increase in costs of manufacturing and delivering products, a change in production regulations or product regulations could result in interruptions to ChampionX’s business and financial losses should it be unable to meet the demands of its customers for products.

Although ChampionX is not currently aware of any such circumstances, there can be no assurance that future legislation or enforcement policies will not have a material adverse effect on ChampionX’s consolidated results of operations, financial position or cash flows. The environmental and regulatory matters that are most significant to ChampionX are discussed below.

TSCA: The United States’ primary chemicals management law, the Toxic Substances Control Act (“TSCA”), was updated in 2016 with the passage of the Frank R. Lautenberg Chemical Safety for the 21st Century Act (“LCSA”). LCSA modernizes the original 1976 legislation, aiming to establish greater public confidence in the safety of chemical substances in commerce. For ChampionX, the updates to TSCA have to date resulted in increased costs, including increased testing costs and agency fees, associated with the registration of new chemicals with the U.S. Environmental Protection Agency (“EPA”). LCSA also requires the EPA to evaluate the safety of existing chemicals, starting with those most likely to pose risks to public health and safety, and as a result, LCSA could impose additional testing and other requirements with respect to existing chemical registrations.

REACH: In 2006, the European Union enacted a regulatory framework for the Registration, Evaluation and Authorization of Chemicals (“REACH”). It established a European Chemicals Agency responsible for evaluating data to determine hazards and risks of chemicals and to manage the program for authorization of chemicals for sale and distribution in European Union member countries. Other countries have implemented or are implementing regulatory frameworks similar to REACH. Costs to ChampionX of complying with REACH and these similar regulatory frameworks have not been, and are not expected to be, material.

GHS: In 2003, the United Nations adopted a standard on hazard communication and labeling of chemical products known as the Globally Harmonized System of Classification and Labeling of Chemicals (“GHS”). GHS is designed to facilitate international trade and increase safe handling and use of hazardous chemicals through a worldwide system that classifies chemicals based on their intrinsic hazards and communicates information about those hazards through standardized product labels and safety data sheets. Costs to ChampionX of complying with GHS have not been, and are not expected to be, material.

Biocide Legislation: Various international, federal and state environmental laws and regulations govern the manufacture and/or use of biocidal active substances and products. ChampionX manufactures and sells disinfecting and material preservation products that kill or reduce microorganisms such as bacteria, viruses and fungi on hard environmental surfaces and in process fluids. Such products constitute “antimicrobial pesticides” under the current definitions of the Federal Insecticide, Fungicide, and Rodenticide Act, as amended by the Food Quality Protection Act of 1996, the principal U.S. federal statute governing the manufacture, labeling, handling and use of pesticides, or “biocides,” in other countries around the world. ChampionX maintains biocide registrations for relevant products with the EPA and other relevant government agencies around the world. Registration entails the necessity to meet applicable efficacy, toxicity and labeling requirements and to pay on-going registration fees. In addition, each state in which these products are sold requires registration and payment of a fee. While the cost of complying with rules relating to biocides is not material to ChampionX, those costs continue to increase, and ChampionX has experienced increasing delays in receiving the necessary approvals for these products.

Other Environmental Legislation: ChampionX’s manufacturing plants are subject to federal, state, local or foreign laws and regulations relating to discharge of hazardous substances into the environment and to the transportation, handling and disposal of these substances. The primary federal statutes that apply to ChampionX’s activities in the United States are the Clean Air Act, the Clean Water Act and the Resource Conservation and Recovery Act. ChampionX is also subject to the Superfund Amendments and Reauthorization

 

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Act of 1986, which imposes reporting requirements relating to emissions of hazardous substances into the air, land and water. The products ChampionX produces and distributes into European Union member countries are also subject to directives governing electrical waste (WEEE Directive 2012/19/EU) and the restriction on certain hazardous substances incorporated into electrical or electronic products (RoHS Directive 2011/65/EU). Similar legal requirements apply to its facilities globally. ChampionX makes capital investments and incurs ongoing operating expenditures to comply with environmental laws and regulations, to promote employee safety and to carry out its announced environmental sustainability principles. To date, these expenditures have not been material to ChampionX.

Hydraulic Fracturing: ChampionX supplies various products and services used in the hydraulic fracturing industry, which has been the subject of various laws, regulations and restrictions at the national, regional and state levels. Some of these laws, regulations and restrictions include requirements for ingredient disclosures, which may create constraints on ChampionX’s business operations. Some jurisdictions have banned or limited, or plan to ban or limit, the practice of hydraulic fracturing, posing risks to that industry sector. To date, laws and regulations governing hydraulic fracturing have not had a material negative impact on ChampionX’s business.

Climate Change: Various laws and regulations pertaining to climate change have been implemented or are being considered for implementation at the international, national, regional and state levels, particularly as they relate to the reduction of greenhouse gas (“GHG”) emissions. These laws and regulations apply directly to ChampionX’s customers, but generally not to ChampionX at the present time. ChampionX may be impacted in the future to the extent that such laws and regulations negatively impact the exploration, production and use of oil and natural gas.

Environmental Remediation and Proceedings: Along with numerous other potentially responsible parties (“PRP”), ChampionX is currently involved with site clean-up activities pursuant to the federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”, also known as “Superfund”) or state equivalents at 12 sites in the United States. ChampionX is also currently subject to similar remediation obligations at four sites outside the United States. Under CERCLA and similar U.S. state laws, the parties that may be held liable for the costs to investigate and remediate contaminated sites, including the current and former owners and operators of such sites and the parties that arranged for the disposal of hazardous substances to the site (“potentially responsible parties,” or “PRPs”), are typically jointly and severally liable for the costs associated with cleaning up the site and in some cases, for natural resource damages caused by the contamination at or emanating from a site. Customarily, the PRPs will work with the EPA to agree upon and implement a plan for site remediation. ChampionX’s remedial obligations at sites outside the United States are associated with facilities that ChampionX currently or formerly owned or operated, other than sites retained by Ecolab in connection with the Transactions. Based on an analysis of (i) ChampionX’s experience with such environmental proceedings, (ii) its estimated share (measured by mass or volume, depending on the site) of the hazardous substances disposed or sent to the sites referred to in the preceding paragraph, and (iii) its estimate of the contribution to be made by other PRPs that ChampionX believes have the financial ability to pay their allocated share of investigation and remediation costs, ChampionX has accrued its best estimate of its probable future costs relating to these sites. In establishing accruals, potential insurance reimbursements are not included. The accruals are not discounted. It is not feasible to predict when the amounts accrued will be paid due to the uncertainties inherent in the environmental remediation and associated regulatory processes.

ChampionX has also been named as a defendant in a number of lawsuits alleging personal injury due to exposure to hazardous substances in connection with its products and services. While ChampionX does not currently believe that any of these lawsuits will be material to it, there can be no assurance that these matters will not have, either individually or in the aggregate, a material adverse effect on ChampionX’s consolidated results of operations, financial position or cash flows.

ChampionX’s accruals at September 30, 2019 for probable future environmental remediation expenditures, excluding potential insurance reimbursements, totaled approximately $9.3 million. ChampionX reviews its

 

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exposure for environmental remediation costs periodically and adjusts its accruals as it considers appropriate. While the final resolution of these issues could result in costs below or above current accruals and could, therefore, have an impact on ChampionX’s consolidated financial results in a future reporting period, ChampionX believes the ultimate resolution of these matters will not have a material effect on its consolidated results of operations, financial position or cash flows.

Employees

ChampionX expects to employ approximately 5,400 people in over 55 countries as of the Distribution. Approximately 5% of these employees are covered by collective bargaining agreements or similar labor arrangements. ChampionX believes that it has strong employee engagement and good relations with its workforce.

Properties

ChampionX’s corporate headquarters is located in a company-owned facility in Sugar Land, Texas. ChampionX owns and operates research and technology centers in Sugar Land, Texas; Calgary, Canada; Kazan, Russia; and Aberdeen, Scotland. ChampionX has significant regional administrative facilities located in Dubai, United Arab Emirates; Buenos Aires, Argentina; and Bogota, Colombia, which is a leased facility. ChampionX also has a network of small leased sales offices around the world.

ChampionX has a robust global manufacturing facility network that supports its supply chain strategy to manufacture products wherever an economic, process or quality assurance advantage exists or where proprietary manufacturing techniques require in-house production. Most products that ChampionX sells are manufactured at its facilities. ChampionX positions manufacturing locations and warehouses in a manner to provide timely access to customers.

ChampionX’s manufacturing facilities produce chemical products for each of its operating segments. ChampionX’s chemical production process consists of producing intermediates via basic reaction chemistry and subsequently blending and packaging those intermediates with other purchased raw materials into finished products in powder, solid and liquid form.

The following table profiles ChampionX properties with approximately 70,000 square feet or more.

 

Location

   Approximate
Sq. Ft.
    

Type of Property

  

Owned / Leased

Odessa, Texas, United States

     435,000      Manufacturing Facility    Owned

Sugar Land, Texas, United States

     350,000      Offices, Manufacturing Facility and Research Labs    Owned

Fawley, United Kingdom

     350,000      Manufacturing Facility    Owned

Soledad, Colombia

     276,000      Manufacturing Facility    Owned

Jurong Island, Singapore

     250,000      Manufacturing Facility    Leased

Freeport, Texas, United States

     189,000      Manufacturing Facility    Owned

Corsicana, Texas, United States

     137,000      Manufacturing Facility    Owned

Aberdeen, United Kingdom

     118,000      Research Labs and Manufacturing Facility    Owned

Sterlitamak, Russia

     115,000      Manufacturing Facility    Owned

Calgary, Canada

     94,000      Research Labs and Manufacturing Facility    Owned

LeDuc, Canada

     81,000      Manufacturing Facility    Owned

Garyville, Louisiana, United States

     70,000      Manufacturing Facility    Leased

 

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ChampionX believes that its manufacturing facilities are adequate to meet its existing in-house production needs. ChampionX continues to invest in its manufacturing facilities to maintain viable operations and to add capacity as necessary to meet customer needs and business objectives.

Most of ChampionX’s manufacturing facilities also serve as distribution centers. In addition, ChampionX operates dedicated distribution centers around the world, most of which are leased.

Legal Proceedings

ChampionX and its subsidiaries are parties to various lawsuits, claims and environmental actions that have arisen in the ordinary course of business. These include, from time to time, commercial, patent infringement, product liability and employment lawsuits, as well as possible obligations to investigate and mitigate the effects on the environment of the disposal or release of certain chemical substances at various sites, such as Superfund sites and other operating or closed facilities. ChampionX has established accruals for certain lawsuits, claims and environmental matters. While it is not possible at this time to predict the outcome of these matters, in the opinion of management, ChampionX is not currently involved in any legal proceedings that, individually or in the aggregate, could have a material effect on ChampionX’s financial condition, results of operations or cash flows.

Matters Related to Deepwater Horizon Incident Response

On April 22, 2010, the deepwater drilling platform, the Deepwater Horizon, operated by a subsidiary of BP plc, sank in the Gulf of Mexico after a catastrophic explosion and fire that began on April 20, 2010. A massive oil spill resulted. Approximately one week following the incident, subsidiaries of BP plc, under the authorization of the responding federal agencies, formally requested Nalco Company LLC, now an indirect subsidiary of Ecolab that will be a subsidiary of ChampionX upon completion of the Transactions, to supply large quantities of COREXIT 9500, a Nalco oil dispersant product listed on the U.S. EPA National Contingency Plan Product Schedule. Nalco responded immediately by providing available COREXIT and increasing production to supply the product to BP’s subsidiaries for use, as authorized and directed by agencies of the federal government throughout the incident. Prior to the incident, Nalco Company LLC and its subsidiaries had not provided products or services or otherwise had any involvement with the Deepwater Horizon platform. On July 15, 2010, BP announced that it had capped the leaking well, and the application of dispersants by the responding parties ceased shortly thereafter.

On May 1, 2010, the President of the United States appointed retired U.S. Coast Guard Commandant Admiral Thad Allen to serve as the National Incident Commander in charge of the coordination of the response to the incident at the national level. The EPA directed numerous tests of all the dispersants on the National Contingency Plan Product Schedule, including those provided by Nalco, “to ensure decisions about ongoing dispersant use in the Gulf of Mexico are grounded in the best available science.” Nalco cooperated with this testing process and continued to supply COREXIT, as requested by BP and government authorities. The use of dispersants by the responding parties was one tool used by the government and BP to avoid and reduce damage to the Gulf area from the spill.

In connection with its provision of COREXIT, Nalco has been named in several lawsuits as described below.

Cases arising out of the Deepwater Horizon accident were administratively transferred for pre-trial purposes to a judge in the United States District Court for the Eastern District of Louisiana (the “Court”) with other related cases under In Re: Oil Spill by the Oil Rig “Deepwater Horizon” in the Gulf of Mexico, on April 20, 2010, Case No. 10-md-02179 (E.D. La.) (“MDL 2179”). Nalco was named, along with other unaffiliated defendants, in six putative class action complaints related to the Deepwater Horizon oil spill and 21 complaints filed by individuals. Those complaints were consolidated in MDL 2179. The complaints generally allege, among other things, strict liability and negligence relating to the use of ChampionX’s COREXIT dispersant in connection with the Deepwater Horizon oil spill.

 

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Pursuant to orders issued by the Court in MDL 2179, the claims were consolidated in several master complaints, including one naming Nalco and others that responded to the Deepwater Horizon oil spill (known as the “B3 Master Complaint”). On May 18, 2012, Nalco filed a motion for summary judgment against the claims in the B3 Master Complaint, on the grounds that: (i) the plaintiffs’ claims are preempted by the comprehensive oil spill response scheme set forth in the Clean Water Act and National Oil and Hazardous Substances Pollution Contingency Plan (the “National Contingency Plan”); and (ii) Nalco is entitled to derivative immunity from suit. On November 28, 2012, the Court granted Nalco’s motion and dismissed with prejudice the claims in the B3 Master Complaint asserted against Nalco. The Court held that such claims were preempted by the Clean Water Act and National Contingency Plan. Because claims in the B3 Master Complaint remained pending against other defendants, the Court’s decision was not a “final judgment” for purposes of appeal. Under Federal Rule of Appellate Procedure 4(a), plaintiffs will have 30 days after entry of final judgment to appeal the Court’s decision.

In December 2012 and January 2013, the MDL 2179 court issued final orders approving two settlements between BP and plaintiffs’ class counsel: (1) a proposed Medical Benefits Class Action Settlement; and (2) a proposed Economic and Property Damages Class Action Settlement. Pursuant to the proposed settlements, class members agree to release claims against BP and other released parties, including Nalco.

Nalco, the incident defendants and the other responder defendants have been named as first party defendants by Transocean Deepwater Drilling, Inc. and its affiliates (the “Transocean Entities”) (In re the Complaint and Petition of Triton Asset Leasing GmbH, et al, MDL No. 2179, Civil Action 10-2771). In April and May 2011, the Transocean Entities, Cameron International Corporation, Halliburton Energy Services, Inc., M-I L.L.C., Weatherford U.S., L.P. and Weatherford International, Inc. (collectively, the “Cross Claimants”) filed cross claims in MDL 2179 against Nalco and other unaffiliated cross defendants. The Cross Claimants generally allege, among other things, that if they are found liable for damages resulting from the Deepwater Horizon explosion, oil spill and/or spill response, they are entitled to indemnity or contribution from the cross defendants.

In April and June 2011, in support of its defense of the claims against it, Nalco filed counterclaims against the Cross Claimants. In its counterclaims, Nalco generally alleges that if it is found liable for damages resulting from the Deepwater Horizon explosion, oil spill and/or spill response, it is entitled to contribution or indemnity from the Cross Claimants.

In May 2016, Nalco was named in nine additional complaints filed by individuals alleging, among other things, business and economic loss resulting from the Deepwater Horizon oil spill (“B1” claims). In April 2017, Nalco was named in two additional complaints filed by individuals alleging, among other things, business and economic loss resulting from the Deepwater Horizon oil spill. The plaintiffs in these lawsuits are generally seeking awards of unspecified compensatory and punitive damages, and attorneys’ fees and costs. These actions have been consolidated in MDL 2179.

On February 22, 2017, the Court dismissed the B3 Master Complaint and ordered that plaintiffs who had previously filed a claim that fell within the scope of the B3 Master Complaint and who had “opted out” of and not released their claims under the Medical Benefits Class Action Settlement either: (1) complete a sworn statement indicating, among other things, that they opted out of the Medical Benefits Class Action Settlement (to be completed by plaintiffs who previously filed an individual complaint); or (2) file an individual lawsuit attaching the sworn statement as an exhibit, by a deadline date set by the Court.

On July 10, 2018, the Court entered an order dismissing the “B1” claims against Nalco. In light of the Court’s orders dismissing various B3 and “B1” claims in their entirety, for most plaintiffs the Court’s November 28, 2012 grant of summary judgment for Nalco is now final and the deadline to appeal has passed. On October 23, 2018, a plaintiff filed a new B3 complaint against Nalco and other unaffiliated defendants generally alleging, among other things, negligence and gross negligence related to the use of COREXIT dispersant in connection with the Deepwater Horizon oil spill. The complaint was consolidated in MDL 2179. There currently remain three cases pending against Nalco relating to the Deepwater Horizon oil spill, all of which are expected to

 

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ultimately be dismissed pursuant to the Court’s November 28, 2012 order granting Nalco’s motion for summary judgment.

ChampionX believes the claims asserted against Nalco are without merit and intends to defend these lawsuits vigorously. ChampionX also believes that it has rights to contribution and/or indemnification (including legal expenses) from third parties. However, ChampionX cannot predict the outcome of these lawsuits, the involvement it might have in these matters in the future, or the potential for future litigation.

Environmental-Related Legal Proceedings

For discussion of other environmental-related legal proceedings, see “—Environmental and Regulatory Considerations.”

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE CHAMPIONX BUSINESS

The following management’s discussion and analysis of financial condition and results of operations of the ChampionX Business (“MD&A”) provides information that ChampionX believes is useful in understanding its operating results, cash flows and financial condition. ChampionX provides quantitative information about the material sales drivers, including the impact of changes in volume, changes in pricing and changes in foreign currency exchange rates at the reportable segment level. ChampionX also provides quantitative information regarding special gains and charges, discrete tax items and other significant factors it believes are useful for understanding its results. This quantitative information is accompanied by comments meant to be qualitative in nature. Qualitative factors are generally ordered based on estimated significance.

The MD&A should be read in conjunction with the ChampionX interim combined financial statements and accompanying notes and the ChampionX audited combined financial statements and accompanying notes, both included elsewhere in this proxy statement. ChampionX’s combined financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). This discussion contains various non-GAAP financial measures and also contains various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Overview

ChampionX is a leading provider of on-site, technology-driven chemistry programs and value-enabling solutions and services to the global upstream oil and natural gas industry. ChampionX’s technologies enable customers to safely manage the critical challenges they face throughout the lifecycle of their assets, helping minimize risk, deliver production targets, defer capital investments and maximize profitability. ChampionX provides applications and technology for drilling, production and midstream, both onshore and offshore. ChampionX’s customers include many of the largest publicly traded E&P and service companies, as well as national and independent oil and natural gas companies of all sizes.

ChampionX earns revenue across the lifecycle of wells, which are drilled and completed in days or months, and then produced for years. More than 80% of its revenue is generated during the long producing life of the well, which is the most stable and least capital-intensive phase of the lifecycle, improving consistency of revenue and cash flow generation.

With net sales of $1.8 billion and $2.4 billion in the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively, ChampionX’s product and service portfolio is deployed under a range of conditions in more than 55 countries that include the most technically and geographically demanding environments. ChampionX’s comprehensive offering addresses the many critical processes and challenges in the oil and natural gas lifecycle, including corrosion, oil and water separation, paraffin and asphaltene control, scale deposits, hydrogen sulfide impurities, drilling and well stimulation, hydrate control, foaming control, flow restrictions and water treatment needs. ChampionX also has leading worldwide capabilities and footprint, with nearly 30 manufacturing locations, four technology centers and a comprehensive, reliable supply chain that enables ChampionX to effectively and securely deliver its offering on a global basis.

ChampionX also delivers innovative digital tools that supplement its service and chemical applications, enabling its employees and customers to collaborate in real time regardless of location. ChampionX captures and processes technical data from the field to generate insights, predictions and recommendations to react proactively to challenges arising in customer field operations. These tools increasingly enable ChampionX to connect the industry’s leading technical experts with field personnel to leverage its expertise in real-time across the world.

 

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ChampionX’s business comprises two reportable segments: Oilfield Performance and Specialty Performance. Activities that do not meet the quantitative and qualitative criteria to be separately reported have been combined into Corporate and Other.

 

 

Oilfield Performance – Oilfield Performance generated net sales of $1.5 billion and $2.0 billion in the nine months ended September 30, 2019 and the year ended December 31, 2018, representing approximately 83% and 81%, respectively, of ChampionX’s total net sales. This segment is comprised of sales directly to E&P companies and is typically more stable because of its link to existing production, the lower investment required by customers, and the critical support these customers need to help solve their challenges. Nearly all sales in this segment are derived from providing E&P and other customers in the oil and natural gas production and midstream markets with solutions to manage and control corrosion, oil and water separation, flow assurance, sour gas treatment and a host of water-related issues. This wide range of capabilities helps customers to minimize risks of operational interruptions and failures, maximize production targets, extend field life and increase profitability in a safe and responsible manner.

 

 

Specialty Performance – Specialty Performance generated net sales of $0.3 billion and $0.4 billion in the nine months ended September 30, 2019 and the year ended December 31, 2018, representing approximately 17% and 19%, respectively, of ChampionX’s total net sales. This segment is comprised of sales directly to service and equipment companies that support global E&P companies. Nearly all sales in this segment are derived from specialty products that support well stimulation, construction (including drilling and cementing) and remediation needs in the oil and natural gas industry. Specialty Performance products are specifically formulated to help customers manage the challenges involved in developing conventional and unconventional oil and natural gas reserves.

COMBINED RESULTS OF OPERATIONS

Nine Months Ended September 30, 2019 and 2018

Net Sales

 

     Nine Months Ended September 30,  
(millions, except for percentages)    2019      2018      Percentage Change  

Product and equipment sales

   $ 1,585.3      $ 1,649.4     

Service and lease sales

     170.9        168.8     
  

 

 

    

 

 

    

Net sales

   $ 1,756.2      $ 1,818.2        (3.4 )% 
  

 

 

    

 

 

    

The percentage components of the period-over-period sales change are shown below:

 

     Nine Months Ended
September 30, 2019
 

Volume

     (3.0 )% 

Price

     1.2

Acquisitions and divestitures

     (0.1 )% 
  

 

 

 

Subtotal

     (1.9 )% 

Foreign currency translation

     (1.5 )% 
  

 

 

 

Net sales change

     (3.4 )% 
  

 

 

 

 

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Cost of Sales and Gross Margin

 

     Nine Months Ended September 30,  
     2019     2018  
(millions, except for percentages)    Cost of
Sales
     Gross
Margin
    Cost of
Sales
     Gross
Margin
 

Product and equipment cost of sales

   $ 1,136.2        $ 1,161.3     

Service and lease cost of sales

     139.3          141.7     
  

 

 

    

 

 

   

 

 

    

 

 

 

Cost of sales and gross margin

   $ 1,275.5        27.4     1,303.0        28.3

Special (gains) and charges, net

     2.1        0.1     (1.3      0.0
  

 

 

    

 

 

   

 

 

    

 

 

 

Adjusted cost of sales and adjusted gross margin (non-GAAP)

   $ 1,273.4        27.5   $ 1,304.3        28.3
  

 

 

    

 

 

   

 

 

    

 

 

 

Cost of sales and corresponding gross margins in the nine months ended September 30, 2019 and 2018 are shown in the previous table. Gross margin is defined as net sales less cost of sales divided by net sales.

Gross margin was 27.4% and 28.3% in the nine months ended September 30, 2019 and 2018, respectively. Gross margins in the nine months ended September 30, 2019 and 2018 were impacted by special gains and charges, as described in “—Special Gains and Charges” below.

Adjusted gross margin, which excludes the impact of special gains and charges, was 27.5% in the nine months ended September 30, 2019 compared to 28.3% in the nine months ended September 30, 2018. The decrease was primarily driven by unfavorable mix and volume and was partially offset by favorable pricing.

Selling, General and Administrative Expenses

 

     Nine Months Ended September 30,  
     2019     2018  

Selling, general and administrative ratio

     21.1     22.8

The selling, general and administrative ratio is defined as selling, general and administrative expenses as a percentage of net sales.

The decreased selling, general and administrative ratio in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 was driven primarily by cost savings from restructuring efforts.

Special Gains and Charges

Special gains and charges reported in the interim combined statements of income included the following items:

 

     Nine Months Ended September 30,  
(millions)    2019      2018  

Cost of sales

     

Restructuring activities

   $ 2.1      $ 0.9  

Other

     —          (2.2
  

 

 

    

 

 

 

Subtotal

     2.1        (1.3

Special (gains) and charges, net

     

Restructuring activities

     12.4        12.0  

Other

     (9.3      3.5  
  

 

 

    

 

 

 

Subtotal

     3.1        15.5  
  

 

 

    

 

 

 

Total special (gains) and charges, net

   $ 5.2      $ 14.2  
  

 

 

    

 

 

 

 

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For segment reporting purposes, special gains and charges are not allocated to reportable segments.

Restructuring Activities

ChampionX is impacted by a number of restructuring plans initiated by Ecolab. ChampionX recorded restructuring charges allocated from Ecolab in the amounts of $14.5 million and $12.9 million in the nine months ended September 30, 2019 and 2018, respectively. These restructuring charges have been included as a component of cost of sales and special (gains) and charges, net, in the interim combined statements of income. As the obligations related to these activities are part of Ecolab’s overall restructuring initiatives, ChampionX did not record the related restructuring liabilities in the interim combined balance sheets.

Other

In the nine months ended September 30, 2019, ChampionX recorded a $9.5 million ($8.7 million after tax) gain in connection with costs recovered from a vendor dispute and other insignificant charges of $0.2 million in special (gains) and charges, net.

In the nine months ended September 30, 2018, ChampionX recorded a $2.2 million ($1.7 million after tax) gain related to changes in estimates for a last-in-first out (“LIFO”) inventory reserve in cost of sales and a charge of $3.5 million related to charitable contributions in special (gains) and charges, net.

Operating Income and Operating Income Margin

 

     Nine Months Ended September 30,  
(millions, except percentages)    2019      2018      Percentage Change  

Operating income

   $ 107.5      $ 84.6        27.1

Special (gains) and charges, net

     5.2        14.2     
  

 

 

    

 

 

    

Adjusted operating income (non-GAAP)

   $ 112.7      $ 98.8        14.1
  

 

 

    

 

 

    

 

     Nine Months Ended
September 30,
 
     2019     2018  

Operating income margin

     6.1     4.7

Adjusted operating income margin (non-GAAP)

     6.4     5.4

Operating income and corresponding operating income margin is shown in the previous tables. Operating income margin is defined as operating income divided by net sales.

Operating income increased by 27.1% in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Operating income in the nine months ended September 30, 2019 and 2018 was impacted by special gains and charges. Adjusted operating income, which excludes the impact of special gains and charges increased by 14.1% in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

Adjusted operating income growth in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 was primarily driven by cost savings from restructuring efforts, partially offset by sales volumes declines and unfavorable sales mix.

Income Taxes

ChampionX’s reported tax rate is impacted by the level of special gains and charges and discrete tax items relative to the reported pre-tax income in a given period.

 

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The following table provides a summary of ChampionX’s effective income tax rate:

 

     Nine Months Ended
September 30,
 
     2019     2018  

Reported tax rate

     26.0     27.4

Tax rate impact of:

    

Special gains and charges

     0.7       (0.6

Discrete tax items

     0.8       (1.4
  

 

 

   

 

 

 

Adjusted effective income tax rate (non-GAAP)

     27.5     25.4
  

 

 

   

 

 

 

ChampionX’s reported tax rate was 26.0% and 27.4% in the nine months ended September 30, 2019 and 2018, respectively. The change in ChampionX’s reported tax rate includes an increase in the valuation allowance for certain foreign jurisdictions, the tax impact of special gains and charges and discrete tax items, which have impacted the comparability of ChampionX’s historical reported tax rates, as amounts included in special gains and charges are derived from tax jurisdictions with rates that vary from ChampionX’s effective income tax rate, and discrete tax items are not necessarily consistent across periods. The tax impact of special gains and charges and discrete tax items will likely continue to impact comparability of ChampionX’s effective income tax rate in the future.

ChampionX’s effective income tax rate in the nine months ended September 30, 2019 includes $2.3 million of net tax benefits on special gains and charges. ChampionX also recognized total net tax benefits related to discrete items of $1.0 million in the nine months ended September 30, 2019. The discrete benefit was primarily related to changes in reserves for uncertain tax positions and changes in estimates in non-U.S. jurisdictions.

ChampionX’s effective income tax rate in the nine months ended September 30, 2018 includes $3.3 million of net tax benefits on special gains and charges. ChampionX recognized total net tax expense related to discrete items of $1.7 million in the nine months ended September 30, 2018. The discrete tax expense was primarily related to changes in reserves for uncertain tax positions and changes in estimates in non-U.S. jurisdictions.

The change in ChampionX’s adjusted effective income tax rate in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 was primarily driven by the increase in the valuation allowance for certain foreign jurisdictions.

Adjusted Net Income Attributable to ChampionX (Non-GAAP)

 

     Nine Months Ended September 30,  
(millions)    2019      2018      Percentage Change  

Net income attributable to ChampionX

   $ 84.3      $ 70.5        19.6

Adjustments:

        

Special (gains) and charges, net, after tax

     2.9        10.9     

Discrete tax expense (benefit)

     (1.0      1.7     
  

 

 

    

 

 

    

Adjusted net income attributable to ChampionX (non-GAAP)

   $ 86.2      $ 83.1        3.7
  

 

 

    

 

 

    

Adjusted net income attributable to ChampionX was impacted by improved results of operations in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018, special gains and charges and discrete tax items, which are described above.

 

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EBITDA and Adjusted EBITDA (Non-GAAP)

 

     Nine Months Ended
September 30,
 
(millions)    2019      2018  

Net income including noncontrolling interest

   $ 90.0      $ 73.0  

Income tax expense (benefit)

     31.7        27.6  

Interest (income)

     (0.6      —    

Depreciation

     66.1        66.1  

Amortization

     85.3        93.1  
  

 

 

    

 

 

 

EBITDA (non-GAAP)

     272.5        259.8  

Special (gains) and charges, net

     5.2        14.2  
  

 

 

    

 

 

 

Adjusted EBITDA (non-GAAP)

   $ 277.7      $ 274.0  
  

 

 

    

 

 

 

EBITDA is defined as net income including noncontrolling interest excluding income tax expense (benefit), net interest (income) expense, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding special (gains) and charges, net.

EBITDA and adjusted EBITDA increased in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to improved results of operations.

Year Ended December 31, 2018, 2017 and 2016

Net Sales

 

     Year Ended December 31,      Percentage
Change
 
(millions, except for percentages)    2018      2017      2016      2018     2017  

Product and equipment sales

   $ 2,207.5      $ 2,065.0      $ 1,958.3       

Service and lease sales

     224.0        225.0        226.8       
  

 

 

    

 

 

    

 

 

      

Net sales

   $ 2,431.5      $ 2,290.0      $ 2,185.1        6.2     4.8
  

 

 

    

 

 

    

 

 

      

The percentage components of the year-over-year sales change are shown below:

 

     2018     2017  

Volume

     5.2     4.7

Price

     2.4     (0.3 )% 

Acquisitions and divestitures

     (0.5 )%      0.2
  

 

 

   

 

 

 

Subtotal

     7.1     4.6

Foreign currency translation

     (0.9 )%      0.2
  

 

 

   

 

 

 

Net sales change

     6.2     4.8
  

 

 

   

 

 

 

 

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Cost of Sales and Gross Margin

 

     Year Ended December 31,  
     2018     2017     2016  
(millions, except for percentages)    Cost of
Sales
    Gross
Margin
    Cost of
Sales
     Gross
Margin
    Cost of
Sales
     Gross
Margin
 

Product and equipment cost of sales

   $ 1,571.4       $ 1,459.3        $ 1,384.8     

Service and lease cost of sales

     183.0         181.5          180.1     
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Cost of sales and gross margin

     1,754.4       27.8     1,640.8        28.3     1,564.9        28.4

Special (gains) and charges, net

     (1.1     0.0     26.9        1.2     62.5        2.8
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Adjusted cost of sales and adjusted gross margin (non-GAAP)

   $ 1,755.5       27.8   $ 1,613.9        29.5   $ 1,502.4        31.2
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Cost of sales and corresponding gross margins in the years ended December 31, 2018, 2017 and 2016 are shown in the previous table. Gross margin is defined as net sales less cost of sales divided by net sales.

Gross margin was 27.8%, 28.3% and 28.4% in the years ended December 31, 2018, 2017, and 2016, respectively. Gross margins in the years ended December 31, 2018, 2017, and 2016 were impacted by special gains and charges, as described in “—Special Gains and Charges” below.

Adjusted gross margin, which excludes the impact of special gains and charges, was 27.8% in the year ended December 31, 2018 compared to 29.5% in the previous year. The decrease was driven primarily by higher delivered product costs and unfavorable mix, which was partially offset by favorable pricing and cost saving initiatives.

Adjusted gross margin was 29.5% and 31.2% in the years ended December 31, 2017 and 2016, respectively. The decrease was driven primarily by higher delivered product costs and lower pricing, partially offset by cost saving initiatives.

Selling, General and Administrative Expenses

 

     Year Ended
December 31,
 
     2018     2017     2016  

Selling, general and administrative ratio

     22.3     24.6     27.0

The selling, general and administrative ratio is defined as selling, general and administrative expenses as a percentage of net sales.

The decreased selling, general and administrative ratio in the year ended December 31, 2018 compared to the previous year was driven primarily by sales volume leverage and by cost savings as a result of 2018 and 2017 restructuring efforts, partially offset by increased investments in the business.

The decreased selling, general and administrative ratio in the year ended December 31, 2017 compared to the previous year was driven by sales volume leverage, savings from 2017 restructuring efforts and foreign currency gains, partially offset by investments in the business.

 

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Special Gains and Charges

Special gains and charges reported in the combined statements of income included the following items:

 

     Year Ended December 31,  
(millions)    2018      2017      2016  

Cost of sales

        

Restructuring activities

   $ 1.1      $ 0.7      $ —    

Energy downturn

     —          —          62.6  

Other

     (2.2      26.2        (0.1
  

 

 

    

 

 

    

 

 

 

Subtotal

     (1.1      26.9        62.5  

Special (gains) and charges, net

        

Restructuring activities

     13.7        5.9        1.1  

Venezuela related activities

     —          (8.7      (5.1

Energy downturn

     —          —          14.2  

Other

     3.5        —          —    
  

 

 

    

 

 

    

 

 

 

Subtotal

     17.2        (2.8      10.2  
  

 

 

    

 

 

    

 

 

 

Total special (gains) and charges, net

   $ 16.1      $ 24.1      $ 72.7  
  

 

 

    

 

 

    

 

 

 

For segment reporting purposes, special gains and charges are not allocated to reportable segments.

Restructuring Activities

ChampionX is impacted by a number of restructuring plans initiated by Ecolab. ChampionX recorded restructuring charges allocated from Ecolab, in the amounts of $14.8 million, $6.6 million and $1.1 million in the years ended December 31, 2018, 2017 and 2016, respectively. These restructuring charges have been included as a component of cost of sales and special (gains) and charges, net, in the combined statements of income. As the obligations related to these activities are part of Ecolab’s overall restructuring initiatives, ChampionX did not record the related restructuring liabilities in its combined balance sheets.

Venezuela Related Activities

Effective as of the end of the fourth quarter of 2015, ChampionX deconsolidated its Venezuelan subsidiaries. ChampionX recorded gains of $8.7 million and $5.1 million in the years ended December 31, 2017 and 2016, respectively, due to U.S. dollar cash recoveries of intercompany receivables written off at the time of deconsolidation. No such gains occurred in the year ended December 31, 2018.

Energy Downturn

In 2016, unfavorable energy market conditions negatively impacted E&P investments in the energy industry, which directly impacted ChampionX’s operations and business outlook. Energy downturn related charges reported in cost of sales in the combined statements of income in the year ended December 31, 2016 were $62.6 million ($40.2 million after tax), comprised of inventory write-downs due to decline in activity and replacement costs, as well as fixed asset charges due to a reduction of certain operations and the abandonment of certain projects under construction. Energy downturn related charges reported in special (gains) and charges, net, in the combined statements of income in the year ended December 31, 2016 were $14.2 million ($9.1 million after tax), related to headcount reductions and other charges. No such charges occurred in the years ended December 31, 2018 or 2017.

 

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Other

In the year ended December 31, 2018, ChampionX recorded a $2.2 million ($1.7 million after tax) gain related to changes in estimates for a LIFO inventory reserve in cost of sales and a charge of $3.5 million related to charitable contributions in special (gains) and charges, net.

In the year ended December 31, 2017, ChampionX recorded the following in cost of sales: (i) a fixed asset impairment of $16.0 million ($10.2 million after tax), (ii) a charge related to a contract termination of $11.1 million ($10.3 million after tax) and (iii) gains of $0.9 million related to changes in estimates for a LIFO inventory reserve. For the fixed asset impairment, ChampionX determined that the fair value of the affected assets was less than the book value and subsequently recorded an impairment charge. In the year ended December 31, 2018, ChampionX disposed of the remaining affected assets, which did not result in a material gain or loss.

In the year ended December 31, 2016, ChampionX recorded an insignificant gain of $0.1 million in cost of sales.

Operating Income and Operating Income Margin

 

     Year Ended December 31,      Percentage
Change
 
(millions, except percentages)    2018      2017      2016      2018     2017  

Operating income

   $ 117.5      $ 88.3      $ 20.1        33.1     339.3

Special (gains) and charges, net

     16.1        24.1        72.7       
  

 

 

    

 

 

    

 

 

      

Adjusted operating income (non-GAAP)

   $ 133.6      $ 112.4      $ 92.8        18.9     21.1
  

 

 

    

 

 

    

 

 

      

 

     Year Ended
December 31,
 
     2018     2017     2016  

Operating income margin

     4.8     3.9     0.9

Adjusted operating income margin (non-GAAP)

     5.5     4.9     4.2

Operating income and corresponding operating income margin is shown in the previous tables. Operating income margin is defined as operating income divided by net sales.

Operating income increased 33.1% in the year ended December 31, 2018 compared to the previous year and increased 339.3% in the year ended December 31, 2017 compared to the previous year. Operating income in the years ended December 31, 2018, 2017 and 2016 was impacted by special gains and charges. Adjusted operating income, which excludes the impact of special gains and charges increased 18.9% in the year ended December 31, 2018 compared to the previous year, and 21.1% in the year ended December 31, 2017 compared to the previous year.

Adjusted operating income growth in the year ended December 31, 2018 compared to the previous year was primarily driven by pricing, volume growth and cost savings, partially offset by higher delivered product costs and investments in the business.

Adjusted operating income growth in the year ended December 31, 2017 compared to the previous year was primarily driven by volume growth and cost savings, partially offset by higher delivered product costs, pricing decline and investments in the business.

 

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Income Taxes

Income before income taxes consisted of:

 

     Year Ended December 31,  
(millions)    2018      2017      2016  

United States

   $ 2.1      $ (21.4    $ (112.9

International

     137.1        128.8        148.6  
  

 

 

    

 

 

    

 

 

 

Total

   $ 139.2      $ 107.4      $ 35.7  
  

 

 

    

 

 

    

 

 

 

The disparity between the domestic and international pre-tax income is primarily a result of the large amount of corporate expenses and special charges allocated to the U.S. The combined financial statements include costs of ChampionX’s business, which include the allocation of certain corporate expenses from Ecolab. ChampionX believes these allocations were made on a reasonable basis; however, the combined financial statements may not be indicative of ChampionX’s future performance. Corporate expenses allocated to U.S. pre-tax income were $39.3 million, $27.5 million and $49.0 million in the years ended December 31, 2018, 2017 and 2016, respectively. These allocations are consistent with historical Ecolab transfer price policies. Special gains and charges allocated to U.S. pre-tax income were net expenses of $16.0 million, $8.4 million and $56.5 million in the years ended December 31, 2018, 2017 and 2016, respectively. The corporate expenses are not forecasted to continue to have a disproportionate impact on the U.S. pre-tax income after the Transactions. The special gains and charges are incurred out of the normal or standard course of business and cannot be forecasted.

ChampionX’s reported tax rate is impacted by the level of special gains and charges and discrete tax items relative to the reported pre-tax income in a given period.

The following table provides a summary of ChampionX’s effective income tax rate:

 

     Year Ended
December 31,
 
     2018     2017     2016  

Reported tax rate

     25.5     (57.6 )%      5.6

Tax rate impact of:

      

Tax Act

     —         54.2       —    

Special gains and charges

     (0.1     13.8       17.7  

Discrete tax items

     —         5.9       (3.7
  

 

 

   

 

 

   

 

 

 

Adjusted effective income tax rate (non-GAAP)

     25.4     16.3     19.6
  

 

 

   

 

 

   

 

 

 

ChampionX’s reported tax rate was 25.5%, (57.6)% and 5.6% in the years ended December 31, 2018, 2017 and 2016, respectively. The change in ChampionX’s reported tax rate includes the tax impact of special gains and charges and discrete tax items, which have impacted the comparability of its historical reported tax rates, as amounts included in its special gains and charges are derived from tax jurisdictions with rates that vary from its effective income tax rate, and discrete tax items are not necessarily consistent across periods. The tax impact of special gains and charges and discrete tax items will likely continue to impact comparability of ChampionX’s effective income tax rate in the future. The enactment of the Tax Act in December 2017 also significantly impacted the comparability of its effective income tax rate.

ChampionX’s effective income tax rate in the year ended December 31, 2018 includes $4.0 million of net tax benefits on special gains and charges.

On December 22, 2017, the Tax Act was enacted, which reduced the U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were

 

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previously tax deferred and created new taxes on certain foreign sourced earnings. The Tax Act added many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, a tax on global intangible low taxed income (“GILTI”), the base erosion anti abuse tax (“BEAT”) and a deduction for foreign derived intangible income (“FDII”). In January 2018, accounting guidance was issued requiring a company to make an accounting policy election to either treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or factor such amounts into a company’s measurement of its deferred taxes (the “deferred method”). ChampionX has elected the period cost method and considered the estimated 2018 GILTI impact in ChampionX’s income tax expense (benefit) in the year ended December 31, 2018.

ChampionX recorded a one-time transition tax expense in the year ended December 31, 2017 of $38.2 million. ChampionX’s 2017 effective income tax rate also includes a $109.5 million tax benefit for recording deferred tax assets and liabilities at the U.S. enacted tax rate of 21%. Additionally, ChampionX’s 2017 effective income tax rate includes the tax impact of special gains and charges. Lastly, ChampionX recorded net discrete benefits of $7.7 million related to changes in estimates, partially offset by the release of reserves for uncertain tax positions.

ChampionX’s effective income tax rate in the year ended December 31, 2016 includes $23.3 million of net tax benefits on special gains and charges and net expenses of $4.0 million associated with discrete tax items. The net expenses related to discrete tax items in 2016 were driven primarily by changes in estimates, settlements of international tax matters and remeasurement of certain deferred tax assets and liabilities resulting from the application of updated tax rates in international jurisdictions. ChampionX’s effective income tax rate was also impacted by adjustments to deferred tax asset and liability positions and the increase of reserves for uncertain tax positions.    

The change in ChampionX’s adjusted effective income tax rate from 2016 to 2018 was primarily driven by the change in geographic mix of income offset partially by the reduction in the U.S. tax rate and global tax planning.

Adjusted Net Income Attributable to ChampionX (Non-GAAP)

 

     Year Ended December 31,      Percentage Change  
(millions)    2018      2017      2016      2018      2017  

Net income attributable to ChampionX

   $ 102.2      $ 167.1      $ 21.8        (38.8)%        666.5%  

Adjustments:

              

Special (gains) and charges, net, after tax

     12.1        19.8        49.4        

Discrete tax expense (benefit)

     —          (79.1)        4.0        
  

 

 

    

 

 

    

 

 

       

Adjusted net income attributable to ChampionX (non-GAAP)

   $ 114.3      $ 107.8      $ 75.2        6.0%        43.4%  
  

 

 

    

 

 

    

 

 

       

Adjusted net income attributable to ChampionX was impacted by improved results of operations, special gains and charges and discrete tax items, which are described above.

EBITDA and Adjusted EBITDA (Non-GAAP)

 

     Year Ended December 31,  
(millions)    2018      2017      2016  

Net income including noncontrolling interest

   $ 103.7      $ 169.3      $ 33.7  

Income tax expense (benefit)

     35.5        (61.9      2.0  

Depreciation

     88.0        87.6        85.6  

Amortization

     123.3        123.4        124.1  
  

 

 

    

 

 

    

 

 

 

EBITDA (non-GAAP)

     350.5        318.4        245.4  

Special (gains) and charges, net

     16.1        24.1        72.7  
  

 

 

    

 

 

    

 

 

 

Adjusted EBITDA (non-GAAP)

   $ 366.6      $ 342.5      $ 318.1  
  

 

 

    

 

 

    

 

 

 

 

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EBITDA is defined as net income including noncontrolling interest excluding income tax expense (benefit), net interest (income) expense (if applicable), depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding special (gains) and charges, net.

EBITDA and adjusted EBITDA increased in all years presented. The increases were primarily due to improved results of operations.

SEGMENT PERFORMANCE

ChampionX’s business comprises two operating segments, Oilfield Performance and Specialty Performance, which are also its reportable segments based on how its chief operating decision maker analyzes performance, allocates capital and makes strategic and operational decisions. Business activities that do not meet the criteria of an operating segment have been combined into Corporate and Other. Corporate and Other also includes corporate and overhead expenses that ChampionX directly incurred as well as expenses for shared services that have been allocated to ChampionX by Ecolab, special gains and charges and amortization expense related to acquired intangible assets.

Additional information about ChampionX’s reportable segments is included in Note 13 to the audited combined financial statements.

Segment Operating Income

Management evaluates performance based upon several factors, of which the primary financial measure is segment operating income. Segment operating income is defined as segment net sales less cost of sales, selling, marketing and research and development costs.

Segment operating income for each of ChampionX’s reportable segments is as follows:

 

     Nine Months Ended
September 30,
    Year Ended December 31,  
(millions)    2019     2018     2018     2017     2016  

Segment operating income

          

Oilfield Performance

   $ 277.8     $ 232.4     $ 315.2     $ 304.6     $ 336.3  

Specialty Performance

     29.8       72.1       92.8       79.8       50.3  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total segment operating income

     307.6       304.5       408.0       384.4       386.6  

Corporate and Other

     (200.1     (219.9     (290.5     (296.1     (366.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total operating income

   $ 107.5     $ 84.6     $ 117.5     $ 88.3     $ 20.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Nine Months Ended September 30, 2019 and 2018

Oilfield Performance

 

     Nine Months Ended
September 30,
 
     2019     2018  

Net sales (millions)

   $ 1,507.3     $ 1,474.0  

Components of percentage change in net sales:

    

Volume

     3.0  

Price

     1.2  

Acquisitions and divestitures

     (0.1 )%   
  

 

 

   

Subtotal

     4.1  

Foreign currency translation

     (1.8 )%   
  

 

 

   

Net sales change

     2.3  
  

 

 

   

Segment operating income (millions)

   $ 277.8     $ 232.4  

Segment operating income change

     19.5  

Segment operating income margin(a)

     18.4     15.8

 

(a)

Segment operating income margin is defined as segment operating income divided by segment net sales.

Net Sales

Net sales in the Oilfield Performance business increased 2.3% in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 driven by increased volumes in North America and higher prices, partially offset by declining sales in ChampionX’s international markets, the impact of foreign currency and the divestiture of certain businesses in 2018. Refer to Note 5 to the interim combined financial statements for further information on ChampionX’s business divestitures.

Segment Operating Income

Segment operating income in the Oilfield Performance business increased by 19.5% in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

Segment operating income margins in the Oilfield Performance business increased by 2.6 percentage points in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 primarily due to cost savings from restructuring efforts and increased pricing that favorably impacted margins by 3.1 percentage points, which were partially offset by investments in the business that unfavorably impacted margins by 0.5 percentage points.

 

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Specialty Performance

 

     Nine Months Ended
September 30,
 
     2019     2018  

Net sales (millions)

   $ 248.8     $ 343.9  

Components of percentage change in net sales:

    

Volume

     (28.6 )%   

Price

     1.2  
  

 

 

   

Subtotal

     (27.4 )%   

Foreign currency translation

     (0.3 )%   
  

 

 

   

Net sales change

     (27.7 )%   
  

 

 

   

Segment operating income (millions)

   $ 29.8     $ 72.1  

Segment operating income change

     (58.7 )%   

Segment operating income margin(a)

     12.0     21.0

 

(a)

Segment operating income margin is defined as segment operating income divided by segment net sales.

Net Sales

In the nine months ended September 30, 2019, net sales in the Specialty Performance business decreased 27.7% compared to nine months ended September 30, 2018. The decrease in net sales was due to reduced customer activity in U.S. oil and natural gas production, partially offset by growth in ChampionX’s international businesses.

Segment Operating Income

Segment operating income in the Specialty Performance business decreased by 58.7% in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018.

Segment operating income margins in the Specialty Performance business decreased by 9.0 percentage points in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 due to volume declines and unfavorable mix that negatively impacted margins by 11.9 percentage points, partially offset by cost savings from restructuring efforts and increased pricing that favorably impacted margins by 2.3 percentage points.

Corporate and Other

Corporate and Other includes (i) corporate and overhead expenses that ChampionX directly incurred as well as expenses for shared services that have been allocated to ChampionX by Ecolab, (ii) special gains and charges (iii) amortization expense related to acquired intangible assets and (iv) revenue and costs for activities that are not operating segments.

 

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Corporate and Other is as follows:

 

     Nine Months Ended
September 30,
 
(millions)    2019      2018  

Corporate, overhead and allocated shared services expenses(a)

   $ 109.7      $ 112.8  

Acquired intangible amortization expense

     85.2        93.0  

Special (gains) and charges, net

     5.2        14.2  

Other

     —          (0.1
  

 

 

    

 

 

 

Total Corporate and Other

   $ 200.1      $ 219.9  
  

 

 

    

 

 

 

 

(a)

Related party allocations for shared services, including the service component of multiemployer pensions and royalties, were $80.8 million and $85.5 million in the nine months ended September 30, 2019 and 2018, respectively. Refer to Note 6 to the interim combined financial statements for additional information regarding related party allocations. Corporate and overhead expenses directly incurred by ChampionX were $28.9 million and $27.3 million in the nine months ended September 30, 2019 and 2018, respectively.

Corporate, overhead and allocated shared services expenses decreased in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018 due to cost savings from restructuring efforts.

Year Ended December 31, 2018, 2017 and 2016

Oilfield Performance

 

     Year Ended December 31,  
     2018     2017     2016  

Net sales (millions)

   $ 1,978.6     $ 1,940.7     $ 1,958.7  

Components of percentage change in net sales:

      

Volume

     1.6     (0.8 )%   

Price

     1.8     (0.5 )%   

Acquisitions and divestitures

     (0.5 )%      0.2  
  

 

 

   

 

 

   

Subtotal

     2.9     (1.1 )%   

Foreign currency translation

     (0.9 )%      0.2  
  

 

 

   

 

 

   

Net sales change

     2.0     (0.9 )%   
  

 

 

   

 

 

   

Segment operating income (millions)

   $ 315.2     $ 304.6     $ 336.3  

Segment operating income change

     3.5     (9.4 )%   

Segment operating income margin(a)

     15.9     15.7     17.2

 

(a)

Segment operating income margin is defined as segment operating income divided by segment net sales.

Net Sales

Net sales in the Oilfield Performance business increased 2.0% in the year ended December 31, 2018 compared to the previous year driven by increased volumes in North America and higher prices, partially offset by declining sales in ChampionX’s international markets, the impact of foreign currency translation and the divestiture of certain businesses. In the year ended December 31, 2017, net sales in the Oilfield Performance business decreased 0.9% compared to the previous year as lower sales in international markets and customer discounts in the U.S. more than offset volume growth in North America.

 

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Segment Operating Income

Segment operating income in the Oilfield Performance business increased 3.5% in the year ended December 31, 2018 compared to the previous year and decreased 9.4% in the year ended December 31, 2017 compared to the previous year.

Segment operating income margins in the Oilfield Performance business increased by 0.2 percentage points in the year ended December 31, 2018 compared to the previous year. Pricing and cost savings initiatives favorably impacted margins by 2.7 percentage points in 2018, which were partially offset by a 2.6 percentage point unfavorable impact from higher delivered product costs and investments in the business.

Segment operating income margins in the Oilfield Performance business decreased by 1.5 percentage points in the year ended December 31, 2017 compared to the previous year primarily due to higher delivered product costs and customer discounts, which negatively impacted margins by 1.4 percentage points.

Specialty Performance

 

     Year Ended December 31,  
     2018     2017     2016  

Net sales (millions)

   $ 452.7     $ 349.0     $ 226.1  

Components of percentage change in net sales:

      

Volume

     25.2     52.6  

Price

     5.3     1.8  
  

 

 

   

 

 

   

Subtotal

     30.5     54.4  

Foreign currency translation

     (0.8 )%      0.0  
  

 

 

   

 

 

   

Net sales change

     29.7     54.4  
  

 

 

   

 

 

   

Segment operating income (millions)

   $ 92.8     $ 79.8     $ 50.3  

Segment operating income change

     16.3     58.6  

Segment operating income margin(a)

     20.5     22.9     22.2

 

(a)

Segment operating income margin is defined as segment operating income divided by segment net sales.

Net Sales

In the year ended December 31, 2018, net sales in the Specialty Performance business increased 29.7% compared to previous year and increased 54.4% in the year ended December 31, 2017 compared to the previous year. The increase in net sales was due to strong volume growth in both years driven by increased customer activity in U.S. oil and natural gas production and strong international growth as well as increased pricing in both years.

Segment Operating Income

Segment operating income in the Specialty Performance business increased 16.3% in the year ended December 31, 2018 compared to the previous year and increased 58.6% in the year ended December 31, 2017 compared to the previous year.

Segment operating income margins in the Specialty Performance business decreased 2.4 percentage points in the year ended December 31, 2018 compared to the previous year due to higher delivered product costs and mix that negatively impacted margins by 5.3 percentage points, partially offset by pricing that favorably impacted margins by 3.9 percentage points.

 

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Segment operating income margins in the Specialty Performance business increased 0.7 percentage points in the year ended December 31, 2017 compared to the previous year. Sales volume leverage, pricing gains and cost savings initiatives favorably impacted margins by 8.0 percentage points, partially offset by the impact of higher delivered product costs and mix, which negatively impacted margins by 7.4 percentage points.

Corporate and Other

Corporate and Other includes (i) corporate and overhead expenses that ChampionX directly incurred as well as expenses for shared services that have been allocated to ChampionX by Ecolab, (ii) special gains and charges, (iii) amortization expense related to acquired intangible assets and (iv) revenue and costs for activities that are not operating segments.

Corporate and Other is as follows:

 

     Year Ended December 31,  
(millions)    2018      2017      2016  

Corporate, overhead and allocated shared services expenses(a)

   $ 151.4      $ 148.5      $ 169.5  

Acquired intangible amortization expense

     123.1        123.3        124.1  

Special (gains) and charges, net

     16.1        24.1        72.7  

Other

     (0.1      0.2        0.2  
  

 

 

    

 

 

    

 

 

 

Total Corporate and Other

   $ 290.5      $ 296.1      $ 366.5  
  

 

 

    

 

 

    

 

 

 

 

(a)

Related party allocations for shared services, including the service component of multiemployer pensions and royalties, were $114.4 million, $108.1 million and $100.9 million in the years ended December 31, 2018, 2017 and 2016, respectively. Refer to Note 7 to the audited combined financial statements for additional information regarding related party allocations. Corporate and overhead expenses directly incurred by ChampionX were $37.0 million, $40.4 million and $68.6 million in the years ended December 31, 2018, 2017 and 2016, respectively.

Corporate, overhead and allocated shared services expenses increased in the year ended December 31, 2018 compared to the previous year due to investments in the business. Corporate, overhead and allocated shared services expenses decreased in the year ended December 31, 2017 compared to the previous year due to cost savings from restructuring efforts and foreign currency gains.

FINANCIAL POSITION, CASH FLOW AND LIQUIDITY

Financial Position

Total assets were $4.3 billion as of September 30, 2019 compared to total assets of $4.4 billion as of December 31, 2018.

Total liabilities were $662.5 million as of September 30, 2019 compared to total liabilities of $550.4 million as of December 31, 2018.

Cash Flows

Operating Activities

ChampionX continues to generate cash flow from its operations, allowing it to fund its ongoing operations and investments in the business.

 

    Nine Months Ended September 30,  
(millions)   2019      2018      Change  

Cash provided by operating activities

  $ 279.9      $ 129.9      $ 150.0  

 

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Comparability of cash generated from operating activities in the nine months ended September 30, 2019 and 2018 was primarily impacted by fluctuations in accounts receivable, inventories and accounts payable (“working capital”), the combination of which increased $43.5 million and decreased $60.5 million in the nine months ended September 30, 2019 and 2018, respectively. The cash flow impact across the two periods from working capital accounts was driven by changes in (i) sales volumes and timing of collections, (ii) timing of purchases and production and usage levels of inventory and (iii) volume of purchases and timing of payments. Fluctuations in other liabilities also impacted cash generated from operating activities in the nine months ended September 30, 2019 and 2018 driven primarily by increased distributor fee accruals in the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. The increased distributor fee accruals are a result of increased sales and the timing of distributor fee payments.

 

     Year Ended December 31,      Change  
(millions)    2018      2017      2016      2018      2017  

Cash provided by operating activities

   $ 210.9      $ 178.9      $ 314.0      $ 32.0      $ (135.1

Comparability of cash generated from operating activities in the years ended December 31, 2018, 2017 and 2016 was impacted by fluctuations in working capital, the combination of which decreased $55.3 million and $45.8 million in the years ended December 31, 2018 and 2017, respectively, and increased $86.2 million in the year ended December 31, 2016. The cash flow impact across the three years from working capital accounts was driven by changes in (i) sales volumes and timing of collections, (ii) timing of purchases and production and usage levels of inventory and (iii) volume of purchases and timing of payments.

Investing Activities

Cash used for investing activities is primarily impacted by the timing of business acquisitions and dispositions and capital investments in the business.

 

     Nine Months Ended September 30,  
(millions)    2019      2018      Change  

Cash used for investing activities

   $ (45.4    $ (25.6    $ (19.8

In the nine months ended September 30, 2019, ChampionX made a $10.0 million loan to a supplier.

Total cash received for business dispositions was $6.5 million and $11.1 million in the nine months ended September 30, 2019 and 2018, respectively. ChampionX’s business dispositions in the nine months ended September 30, 2019 and 2018 are discussed further in Note 4 to the interim combined financial statements. In the nine months ended September 30, 2019 and 2018, ChampionX also sold property and other assets for total proceeds of $1.6 million and $1.7 million, respectively.

Total capital expenditures were $43.5 million and $48.8 million in the nine months ended September 30, 2019 and 2018, respectively.

 

     Year Ended December 31,     Change  
(millions)    2018     2017     2016     2018      2017  

Cash used for investing activities

   $ (57.9   $ (103.0   $ (106.4   $ 45.1      $ 3.4  

In the year ended December 31, 2018, ChampionX made a $12.0 million loan to a supplier. Also in 2018, ChampionX sold foreign treasury bonds for $10.4 million that were purchased in 2017. No significant realized or unrealized gains or losses were recorded in the combined statements of income in the years ended December 31, 2018 and 2017 related to the sale. The treasury bonds were classified as available-for-sale securities and recorded in other assets in the combined balance sheets.

 

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Total cash received for business dispositions was $11.1 million in the year ended December 31, 2018. Total cash paid for business acquisitions, net of cash acquired, in the years ended December 31, 2017 and 2016 was $14.6 million and $6.2 million, respectively. ChampionX’s business acquisitions and dispositions for the years ended December 31, 2018, 2017 and 2016 are discussed further in Note 5 to the audited combined financial statements. In the years ended December 31, 2018, 2017 and 2016, ChampionX also sold property and other assets for total proceeds of $2.0 million, $2.5 million and $0.4 million, respectively.

ChampionX continues to make capital investments in the business, including machinery, equipment and manufacturing facilities. Total capital expenditures were $69.4 million, $80.5 million and $100.6 million in the years ended December 31, 2018, 2017 and 2016, respectively. ChampionX expects to continue to make capital investments in the future to support its long-term growth.

Financing Activities

Cash used for financing activities primarily reflects cash transfers to Ecolab. Transfers of cash to and from Ecolab are reflected as a component of net Parent investment in ChampionX in the combined balance sheets.

 

     Nine Months Ended September 30,  
(millions)    2019      2018      Change  

Cash used for financing activities

   $ (206.3    $ (88.5    $ (117.8

 

     Year Ended December 31,     Change  
(millions)    2018     2017     2016     2018     2017  

Cash used for financing activities

   $ (149.3   $ (99.3   $ (192.8   $ (50.0   $ 93.5  

Liquidity and Capital Resources

The primary source of liquidity for ChampionX’s business is the cash flow provided by operations, which has historically been transferred to Ecolab to support its overall cash management strategy. Transfers of cash to and from Ecolab have been reflected in net transfers to Parent in the combined statements of cash flows. ChampionX expects to continue participating in Ecolab’s centralized cash management and financing programs through the date of the closing of the Transactions.

As of September 30, 2019 and December 31, 2018, ChampionX had cash and cash equivalents on hand of $77.6 million and $50.8 million, respectively, substantially all of which was held outside of the U.S.

In December 2019, ChampionX and Bank of America executed a term loan facility commitment letter pursuant to which Bank of America has committed to provide a term loan, subject to customary conditions, to ChampionX for up to $537 million in connection with the Transactions.

Subsequent to the Transactions, ChampionX will no longer participate in cash management and funding arrangements with Ecolab. Historically, ChampionX has utilized these arrangements to fund significant expenditures, such as manufacturing capacity expansion and acquisitions. ChampionX’s ability to fund its operations and capital needs will depend on its ongoing ability to generate cash from operations and access to capital markets. ChampionX believes that its future cash from operations and access to capital markets will provide adequate resources to fund working capital needs, make capital expenditures and strategic investments and pay dividends (if any).

The table below sets forth a summary of ChampionX’s contractual obligations as of December 31, 2018:

 

     Payments due by period  

Contractual Obligations

   Total      Less than
1 year
     2-3 years      4-5 years      More than 5
years
 

(millions)

              

Operating leases

   $ 76.6      $ 20.0      $ 21.0      $ 8.9      $ 26.7  

 

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ChampionX leases certain sales and administrative office facilities, distribution centers, research and manufacturing facilities and other equipment under long-term operating leases.

As of December 31, 2018, ChampionX’s gross liability for uncertain tax positions was $6.2 million. ChampionX is not able to reasonably estimate the amount by which the liability will increase or decrease over an extended period of time or whether a cash settlement of the liability will be required. Therefore, these amounts have been excluded from the table of contractual obligations.

Off-Balance Sheet Arrangements

Other than operating leases, as discussed further in Note 9 to the audited combined financial statements, ChampionX does not participate in off-balance sheet financing arrangements. In the normal course of business, ChampionX has established various joint ventures that have not been combined within its financial statements as ChampionX is not the primary beneficiary. The joint ventures help ChampionX meet local ownership requirements, achieve operational scale more quickly, provide customers a more fully integrated offering or provide other benefits to ChampionX’s business or customers. The joint venture entities have not been utilized as special-purpose entities, which are sometimes established for the purpose of facilitating off-balance sheet financial arrangements or other contractually narrow or limited purposes. As a result, ChampionX is not exposed to the financing, liquidity, market or credit risk that could arise from the joint venture entities if it had used the joint venture entities as special-purpose entities for such purposes.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency

Significant changes in currency exchange rates could cause fluctuations and negative impacts to ChampionX’s results of operations. In the periods presented, ChampionX’s foreign currency translation adjustments were primarily impacted by changes in the euro, the British pound sterling, the Canadian dollar, the Russian ruble, the Brazilian real and the Argentinian peso. ChampionX enters into contractual arrangements (derivatives) in the ordinary course of business to manage foreign currency exposure. ChampionX does not enter into derivatives for speculative or trading purposes. ChampionX’s use of derivatives is subject to internal policies that provide guidelines for control, counterparty risk, and ongoing monitoring and reporting, and is designed to reduce the volatility associated with movements in foreign exchange rates on ChampionX’s earnings and cash flows.

ChampionX enters into foreign currency forward contracts to hedge certain intercompany financial arrangements and to hedge against the effect of exchange rate fluctuations on transactions related to cash flows denominated in currencies other than U.S. dollars. ChampionX’s foreign currency contracts outstanding as of September 30, 2019 and December 31, 2018 were not significant.

GLOBAL ECONOMIC AND POLITICAL ENVIRONMENT

Energy Markets

ChampionX’s earnings are subject to volatility in the oil and natural gas commodity markets.

Oil industry activity recovered from early 2016’s lows through most of 2018, with strong gains in North America drilling and completion activity and related recovering capital expenditure trends. However, drilling and completion activity began to decline in late 2018 through 2019 as softer oil prices led to reductions in exploration budgets and drilling activity. Demand for oil and overall energy consumption has shown modest growth with oil prices rising from their lows in early 2016.

Credit Risk

Credit risk represents the loss that ChampionX would incur if a counterparty or customer fails to perform pursuant to the terms of its contractual obligations. Risks surrounding counterparty and customer performance

 

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and credit could ultimately affect the amount and timing of expected cash flows. ChampionX has a diversified customer base across various geographies with no single customer accounting for 10% or more of its combined net sales in the nine months ended September 30, 2019 or in any of the years ended December 31, 2018, 2017 or 2016.

Global Economies

Approximately half of ChampionX’s net sales were outside of the United States in the nine months ended September 30, 2019 and the year ended December 31, 2018. ChampionX’s international operations subject ChampionX to changes in economic conditions and foreign currency exchange rates as well as political uncertainty in some countries, which could impact future operating results.

Argentina has continued to experience negative economic trends, evidenced by multiple periods of increasing inflation rates, devaluation of the Argentine Peso and increasing borrowing rates. In 2018, Argentina was classified as a highly inflationary economy in accordance with GAAP, and the U.S. dollar became the functional currency for ChampionX’s subsidiaries in Argentina. In the nine months ended September 30, 2019 and the years ended December 31, 2018, 2017 and 2016, net sales in Argentina represented less than 3% of ChampionX’s combined net sales. Assets held in Argentina as of September 30, 2019 and December 31, 2018 represented less than 1% of ChampionX’s combined total assets.

Brexit Referendum

On March 29, 2017, the United Kingdom (“U.K.”) government gave formal notice to the European Union (“EU”) to begin the process of negotiating the U.K.’s exit (“Brexit”) from the EU. The effects of Brexit will depend on any agreements the U.K. makes to retain access to the EU markets either during a transitional period or more permanently. The negotiations might also impact various tax reliefs and exemptions that apply to transactions between the U.K. and EU. In the longer term, any impact from Brexit on ChampionX’s U.K. operations will depend, in part, on the outcome of tariff, trade, regulatory, and other negotiations. ChampionX will continue to monitor the status of tax law changes and tax treaty negotiations in the U.K. and EU.

In the nine months ended September 30, 2019 and in the years ended December 31, 2018, 2017 and 2016, net sales from ChampionX’s U.K. operations were approximately 3.2%, 3.4%, 3.7% and 4.1%, respectively, of its combined net sales.

CRITICAL ACCOUNTING ESTIMATES

ChampionX’s combined financial statements are prepared in accordance with GAAP. ChampionX has adopted various accounting policies to prepare the combined financial statements in accordance with GAAP. ChampionX’s significant accounting policies are disclosed in Note 3 to the audited combined financial statements.

Preparation of ChampionX’s combined financial statements, in conformity with GAAP, requires ChampionX to make estimates and assumptions that affect the amounts reported in the combined financial statements and accompanying notes. Estimates are considered to be critical if they meet both of the following criteria: (i) the estimate requires assumptions to be made about matters that are highly uncertain at the time the accounting estimate is made and (ii) different estimates that ChampionX reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, have a material impact on the presentation of ChampionX’s financial condition or results of operations.

Besides estimates that meet the “critical” estimate criteria, ChampionX makes many other accounting estimates in preparing its combined financial statements and related disclosures. All estimates, whether or not deemed

 

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critical, affect reported amounts of assets, liabilities, revenues or expenses as well as disclosures of contingent assets and liabilities. Estimates are based on experience and other information available prior to the issuance of the combined financial statements. Materially different results can occur as circumstances change and additional information becomes known, even from estimates not deemed critical. ChampionX’s critical accounting estimates include the following:

Revenue Recognition

On January 1, 2018, ChampionX adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which provides guidance on how revenue from customers should be recognized. For additional information on ChampionX’s adoption of this accounting standard, refer to Note 3 to the audited combined financial statements.

Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service. Revenue from the sale of a product or equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment. Revenue from services and leased equipment is recognized when the services are provided to the customer, or the customer receives the benefit from the leased equipment, which is over time. Service revenue is recognized over time utilizing an input method that aligns with when the services are provided. Typically, revenue is recognized over time using costs incurred to date because the effort provided by the field selling and service organization represents services provided, which corresponds with the transfer of control to the customer. Revenue for leased equipment is accounted for under ASC 842, Leases, and recognized on a straight-line basis over the length of the lease contract. Refer to Note 10 to the interim combined financial statements for additional information related to leased equipment.

ChampionX’s sales policies do not provide for general rights of return. Estimates used in recognizing revenue include the delay between the time that products are shipped and when they are received by customers, when title transfers and the amount of credit memos issued in subsequent periods. ChampionX records estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements and volume-based incentives based primarily on historical experience and anticipated performance over the contract period. Depending on market conditions, ChampionX may increase customer incentive offerings, which could reduce gross profit margins over the term of the incentive. ChampionX also records estimated reserves for product returns and credits based on specific circumstances and credit conditions, and when it is deemed probable that the balance is uncollectible. For additional information on ChampionX’s allowance for doubtful accounts, refer to Note 3 to the audited combined financial statements.

Liabilities and Contingencies

ChampionX’s business and operations are subject to extensive environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal and the investigation and remediation of soil and groundwater contamination. As with other companies engaged in similar manufacturing activities and providing similar products and services, some risk of environmental liability is inherent in ChampionX’s operations.

ChampionX records liabilities related to pending litigation, environmental claims and other contingencies when a loss is probable and can be reasonably estimated. Estimates used to record such liabilities are based on ChampionX’s best estimate of probable future costs. ChampionX records the amounts that represent the points in the range of estimates that it believes are most probable or the minimum amount when no amount within the range is a better estimate than any other amount. Potential insurance reimbursements generally are not anticipated in accruals for environmental liabilities or other insured losses. Expected insurance proceeds are recorded as receivables when recovery is deemed certain. While the final resolution of litigation and environmental contingencies could result in amounts different from current accruals, and therefore have an

 

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impact on ChampionX’s combined financial results in a future reporting period, ChampionX believes the ultimate outcome will not have a significant impact on its combined financial position.

For additional information on ChampionX’s commitments and contingencies, refer to Note 11 to the audited combined financial statements.

Income Taxes

For purposes of the combined financial statements, ChampionX’s taxes are provided for on a “separate return” basis in accordance with ASC Topic 740, Income Taxes, although ChampionX operations have historically been included in the tax returns filed by Ecolab. Under this method, ChampionX is assumed to have historically filed a return separate from Ecolab, reporting ChampionX’s taxable income or loss and paying applicable tax based on its separate taxable income and associated tax attributes in each tax jurisdiction. Income taxes payable at each balance sheet date computed under the separate return basis are recorded to net Parent investment in ChampionX. However, where foreign ChampionX entities already file separate tax returns, the taxes payable are reported within current liabilities in the combined balance sheets. The calculation of income taxes on the separate return basis requires judgment and the use of both estimates and allocations. ChampionX’s effective income tax rate and deferred tax balances may differ significantly from those of Ecolab in corresponding historical periods. Refer to Note 8 to the audited combined financial statements for additional information on ChampionX’s income taxes and unrecognized tax benefits.

Judgement is required to determine the annual effective income tax rate, deferred tax assets and liabilities, any valuation allowances against net deferred tax assets and uncertain tax positions.

On December 22, 2017, the Tax Act was enacted, which reduced the U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and created new taxes on certain foreign sourced earnings. The Tax Act added many new provisions including changes to bonus depreciation, the deduction for executive compensation and interest expense, a tax on GILTI, the BEAT and a deduction for FDII.

ChampionX recorded a one-time transition tax expense in the year ended December 31, 2017 of $38.2 million. As of December 31, 2017, ChampionX completed accounting for the effects of the Tax Act as they relate to the repricing of deferred tax balances and the one-time transition tax.

In January 2018, the Financial Accounting Standards Board (“FASB”) issued guidance stating that a company must make an accounting policy election to either treat taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or factor such amounts into ChampionX’s measurement of its deferred taxes (the “deferred method”). ChampionX has elected the period cost method, and the estimated 2018 GILTI impact was zero in the income tax expense for the year ended December 31, 2018.

Effective Income Tax Rate

ChampionX’s effective income tax rate is based on annual income, statutory tax rates and tax planning available in the various jurisdictions in which it operates. ChampionX’s annual effective income tax rate includes the impact of reserve positions. ChampionX recognizes the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with a taxing authority. ChampionX adjusts these reserves based on changes in facts and circumstances. This expected annual rate is then applied to the year-to-date operating results. In the event there is a significant discrete item recognized in the interim operating results, the tax attribute to that item would be separately calculated and recorded in the same period.

Tax regulations require items to be included in ChampionX’s tax returns at different times than the items are reflected in the combined financial statements. As a result, the effective income tax rate reflected in

 

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ChampionX’s combined financial statements differs from that reported in ChampionX’s tax returns. Some of these differences are permanent, such as expenses that are not deductible on ChampionX’s tax returns, and some are temporary differences, such as depreciation expense.

Deferred Tax Assets and Liabilities and Valuation Allowances

Temporary differences create deferred tax assets and liabilities. Deferred tax assets generally represent items that can be used as a tax deduction or credit in ChampionX’s tax return in future years for which it has already recorded the tax benefit in ChampionX’s combined statements of income. ChampionX establishes valuation allowances for ChampionX’s deferred tax assets when the amount of expected future taxable income is not likely to support the utilization of the entire deduction or credit. Relevant factors in determining the realizability of deferred tax assets include historical results, future taxable income, the expected timing of the reversal of temporary differences, tax planning strategies and the expiration dates of the various tax attributes. Deferred tax liabilities generally represent items for which ChampionX has already taken a deduction in its tax return but have not yet recognized that tax benefit in its combined financial statements.

Prior to the enactment of the Tax Act, U.S. deferred income taxes had not been provided on certain unremitted foreign earnings that are considered permanently reinvested. Undistributed earnings of foreign subsidiaries are considered to have been reinvested indefinitely or are available for distribution with foreign tax credits available to offset the amount of applicable income tax and foreign withholding taxes that might be payable on earnings. As part of the Tax Act, ChampionX recorded a one-time transition tax on certain unremitted foreign earnings of foreign subsidiaries. ChampionX will continue to assert permanent reinvestment of the undistributed earnings of international affiliates, and if ChampionX’s policy changes ChampionX would record applicable taxes.

ChampionX’s deferred tax balances, as calculated on the separate return basis, may differ from the deferred tax balances of Ecolab, if legally separated.

Uncertain Tax Positions

Upon audit, taxing authorities may challenge all or part of an uncertain income tax position. While ChampionX has no history of tax audits on a stand-alone basis, Ecolab and Ecolab subsidiaries may be audited by U.S. federal, state and local, and non-U.S. taxing authorities. A number of years may elapse before a particular tax matter, for which ChampionX has established a reserve, is audited and finally resolved. The number of tax years with open tax audits varies depending on the tax jurisdiction. The Internal Revenue Service (“IRS”) has completed its examinations of Ecolab’s U.S. federal income tax returns through 2014 and the years 2015 and 2016 are currently under audit. In addition to the U.S. federal examinations, ChampionX has ongoing audit activity in several U.S. state and foreign jurisdictions.

The tax positions ChampionX takes are based on interpretations of tax laws and regulations in the applicable federal, state and international jurisdictions. ChampionX believes its tax returns properly reflect the tax consequences of its operations, and its reserves for tax contingencies are appropriate and sufficient for the positions taken. Because of the uncertainty of the final outcome of these examinations, ChampionX has reserved for potential reductions of tax benefits (including related interest and penalties) for amounts that do not meet the more-likely-than-not thresholds for recognition and measurement as required by authoritative guidance. The tax reserves are reviewed throughout the year, taking into account new legislation, regulations, case law and audit results. Settlements could result in offsets to other balance sheet accounts, cash payments or receipts and/or adjustments to tax expense. The majority of ChampionX’s tax reserves are presented in the combined balance sheets in other liabilities. ChampionX’s gross liability for uncertain tax positions in the combined balance sheets was $5.2 million and $6.2 million as of September 30, 2019 and December 31, 2018, respectively.

For additional information on income taxes, refer to Note 8 to the audited combined financial statements.

 

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Long-Lived and Other Intangible Assets

ChampionX reviews its long-lived and other intangible assets, the net value of which, excluding goodwill, was $1.7 billion as of September 30, 2019 and December 31, 2018, to assess whether significant events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Such circumstances may include a significant decrease in the market price of an asset, a significant adverse change in the manner in which the asset is being used or in its physical condition or a history of operating or cash flow losses associated with the use of the asset. Impairment losses could occur when the carrying amount of an asset exceeds the anticipated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded, if any, is calculated as the excess of the asset’s carrying value over its estimated fair value.

ChampionX uses the straight-line method to recognize amortization expense related to its other intangible assets, including its customer relationships. ChampionX considers various factors when determining the appropriate method of amortization for its customer relationships, including projected sales data, customer attrition rates and length of key customer relationships.

Globally, ChampionX has a broad customer base. ChampionX’s retention rate of significant customers has aligned with acquisition assumptions, including the customer bases acquired in Ecolab’s Nalco Holding Company and Champion Technologies transactions, which make up the majority of ChampionX’s unamortized customer relationships. ChampionX’s historical retention rate, coupled with its consistent track record of keeping long-term relationships with its customers, supports its expectation of consistent sales generation for the foreseeable future from the acquired customer base. ChampionX’s customer retention rate and history of maintaining long-term relationships with its significant customers are not expected to change in the future. If its customer retention rate or other post-acquisition operational activities changed materially, ChampionX would evaluate the financial impact and any corresponding triggers, which could result in an acceleration of amortization or impairment of its customer relationship intangible assets.

In addition, ChampionX periodically reassesses the estimated remaining useful lives of its long-lived and other intangible assets. Changes to estimated useful lives would impact the amount of depreciation and amortization expense recorded in the combined statements of income. ChampionX has experienced no significant changes in the carrying value or estimated remaining useful lives of long-lived or other intangible assets.

Goodwill

ChampionX had total goodwill of $1.7 billion as of September 30, 2019 and December 31, 2018. ChampionX tests goodwill for impairment at the reporting unit level on an annual basis during the third quarter. ChampionX’s reporting units are aligned with its two operating segments.

For the impairment assessment in all of the periods presented, ChampionX completed its assessment for goodwill impairment across its two reporting units through a quantitative analysis, utilizing an income approach. The income approach, specifically a discounted cash flow model, requires management to estimate a number of factors for each reporting unit, including projected future operating results, economic projections, anticipated future cash flows and discount rates. The determination of the fair value of the reporting units requires ChampionX to make significant estimates and assumptions. These estimates and assumptions primarily include, but are not limited to, the selection of appropriate peer group companies, discount rates, terminal growth rates, and forecasts of revenue, operating income and capital expenditures. While management believes the assumptions used were reasonable and commensurate with the views of a market participant, changes in key assumptions for either reporting unit, including increasing the discount rate, lowering revenue forecasts, lowering the operating margin or lowering the long-term growth rate, could result in a future impairment.

The two-step quantitative process involves comparing the estimated fair value of each reporting unit to the reporting unit’s carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value,

 

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goodwill of the reporting unit is considered not to be impaired, and the second step of the impairment test is unnecessary. If the carrying value of the reporting unit exceeds its fair value, the second step of the goodwill impairment test would be performed to measure the amount of impairment loss to be recorded, if any. There was no impairment of goodwill in any of the years presented, as the estimated fair values of ChampionX’s reporting units exceeded the respective carrying values in all of the years presented. ChampionX will continue to assess the need to test its reporting units for impairment during interim periods between its scheduled annual assessments.

2019 Annual Goodwill Impairment Assessment

ChampionX conducted its annual goodwill impairment assessment in the third quarter 2019 and determined that the fair value of both reporting units exceeded their carrying values. In ChampionX’s estimation of fair value, ChampionX utilized a long-term growth rate of 3% for both reporting units and a discount rate of 11.9% and 10.5% for the Oilfield Performance reporting unit and Specialty Performance reporting unit, respectively.

The estimated fair value of each of ChampionX’s reporting units exceeded its carrying value by over 20%. Of the reporting units tested in the third quarter of 2019, ChampionX’s Specialty Performance reporting unit was the most sensitive to a change in future valuation assumptions. While ChampionX’s management believes the assumptions used to test both reporting units were reasonable and commensurate with the views of a market participant, changes in key assumptions for the Specialty Performance reporting unit, including increasing the discount rate, lowering revenue forecasts, lowering the operating margin or lowering the long-term growth rate, could result in a future impairment. Holding all other assumptions used in the fair value measurement of the Specialty Performance reporting unit constant, a 1.5 percentage point increase in the discount rate would still result in a fair value that equals or exceeds the carrying value.

For additional information regarding goodwill as of September 30, 2019 and December 31, 2018, refer to Note 7 to the ChampionX interim combined financial statements and Note 3 to the ChampionX audited combined financial statements, respectively, both included elsewhere in this proxy statement.

NEW ACCOUNTING PRONOUNCEMENTS

Information regarding new accounting pronouncements is included in Note 14 to the ChampionX interim combined financial statements and Note 3 to the ChampionX audited combined financial statements.

NON-GAAP FINANCIAL MEASURES

The ChampionX MD&A includes financial measures that have not been calculated in accordance with GAAP. These non-GAAP financial measures include the following:

 

   

Adjusted cost of sales

 

   

Adjusted gross margin

 

   

Adjusted operating income

 

   

Adjusted operating income margin

 

   

Adjusted effective income tax rate

 

   

Adjusted net income attributable to ChampionX

 

   

EBITDA

 

   

Adjusted EBITDA

ChampionX provides these measures as additional information regarding its operating results. ChampionX uses these non-GAAP financial measures internally to evaluate its performance, to make financial, investment and

 

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operational decisions, including with respect to incentive compensation. ChampionX believes that its presentation of these non-GAAP financial measures provides investors with greater transparency with respect to its results of operations and that these measures are useful for period-to-period comparison of results.

EBITDA is defined as net income including noncontrolling interest excluding income tax expense (benefit), net interest (income) expense, depreciation and amortization. ChampionX views EBITDA and adjusted EBITDA as important indicators of the operational and financial health of its organization and use these measures to compare overall company performance to industry performance.

ChampionX’s non-GAAP financial measures for adjusted cost of sales, adjusted gross margin, adjusted operating income, adjusted operating income margin, adjusted net income attributable to ChampionX and adjusted EBITDA exclude the impact of special gains and charges, and ChampionX’s non-GAAP financial measure adjusted effective income tax rate excludes the impact of special gains and charges and further excludes the impact of discrete tax items and the one-time impact from the enactment of the Tax Act in 2017. ChampionX includes items within special gains and charges and discrete tax items that it believes can significantly affect the period-over-period assessment of operating results and do not necessarily reflect costs and/or income associated with historical trends and future results. After-tax special gains and charges are derived by applying the applicable local jurisdictional tax rate to the corresponding pre-tax special gains and charges.

These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP financial measures used by other companies. Investors should not rely on any single financial measure when evaluating ChampionX’s business. ChampionX recommends that investors view these non-GAAP financial measures in conjunction with the GAAP measures included in the MD&A and has provided reconciliations of reported GAAP amounts to the non-GAAP amounts.

 

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SELECTED HISTORICAL CONDENSED CONSOLIDATED FINANCIAL INFORMATION OF APERGY

The selected historical consolidated financial information of Apergy as of September 30, 2019, and for the nine months ended September 30, 2019 and 2018, has been derived from Apergy’s unaudited condensed consolidated financial statements and related notes contained in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which is incorporated by reference into this proxy statement. The selected historical consolidated financial information of Apergy as of December 31, 2018 and 2017, and for the years ended December 31, 2018, 2017 and 2016, has been derived from Apergy’s audited consolidated financial statements and related notes contained in the Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference into this proxy statement. The selected historical consolidated financial information as of December 31, 2016 and 2015, and for the year ended December 31, 2015, has been derived from Apergy’s audited consolidated financial statements that are not included or incorporated by reference into this proxy statement. In the opinion of Apergy management, the selected historical consolidated interim financial information of Apergy has been prepared on the same basis as the audited financial statements of Apergy and reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the information for the periods presented. The selected historical consolidated financial information below is not necessarily indicative of the results that may be expected for any future period. The selected historical consolidated financial information presented below should be read together with Apergy’s consolidated financial statements and the accompanying notes and the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Selected Financial Data” sections included in Apergy’s Annual Report on Form 10-K for the year ended December 31, 2018 and in Apergy’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, which are incorporated by reference into this proxy statement. For more information, see the section entitled “Where You Can Find Additional Information; Incorporation by Reference” beginning on [195] of this proxy statement.

The selected historical combined financial information as of and for the year ended December 31, 2014, was derived from Apergy’s underlying financial records, which were derived from the financial records of Dover, and were not included in the audited financial statements within the Apergy registration statement on Form 10, as amended, filed with the SEC. In Apergy’s opinion, the selected historical combined financial information as of and for the year ended December 31, 2014, has been prepared on the same basis as the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2018, incorporated by reference into this proxy statement, and includes all adjustments, consisting only of normal recurring adjustments and allocations, necessary for a fair statement of the information for the period presented.

 

(in thousands, except per
share data)
   Nine Months Ended
September 30,
     Year Ended December 31,  
     2019      2018      2018      2017     2016     2015      2014  

Statements of Income (Loss)

                  

Total revenue

   $ 886,126      $ 905,444      $ 1,216,646      $ 1,010,466     $ 751,337     $ 1,076,680      $ 1,530,631  

Gross profit

     306,837        311,028        416,299        320,476       195,271       334,639        621,091  

Provision for (benefit from) income taxes

     15,672        24,159        28,796        (21,876     (8,043     24,131        110,323  

Net income (loss)

     56,838        95,924        94,495        112,664       (10,900     53,134        223,496  

Net income (loss) attributable to Apergy

     56,291        71,470        94,041        111,734       (12,751     51,698        222,707  

Earnings (loss) per share attributable to Apergy:

                  

Basic

   $ 0.73      $ 0.92      $ 1.22      $ 1.44     $ (0.16   $ 0.67      $ 2.88  

Diluted

   $ 0.73      $ 0.92      $ 1.21      $ 1.43     $ (0.16   $ 0.66      $ 2.86  

 

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     As of
September 30,
     As of December 31,  
(in thousands)    2019      2018      2017      2016      2015      2014  

Balance Sheets

                 

Cash and cash equivalents

   $ 40,627      $ 41,832      $ 23,712      $ 26,027      $ 10,417      $ 24,355  

Property, plant and equipment, net

     249,385        244,328        213,562        202,528        232,886        250,482  

Total assets

     1,972,253        1,971,756        1,906,615        1,851,676        1,983,379        2,218,752  

Long-term debt

     588,580        666,108        5,806        2,809        3,282        3,516  

Total equity

     1,041,806        981,527        —          —          —          —    

Total Parent Company equity

     —          —          1,635,636        1,546,322        1,639,865        1,793,176  

 

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SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION OF THE CHAMPIONX BUSINESS

The following table presents ChampionX’s selected historical combined financial information, consisting of historical combined financial information of the ChampionX Business as of the dates and for the periods presented. The selected historical combined financial information as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018 have been derived from ChampionX’s unaudited interim combined financial statements included elsewhere in this proxy statement. The selected historical combined financial information as of December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 have been derived from ChampionX’s audited combined financial statements included elsewhere in this proxy statement. The selected historical combined financial information as of December 31, 2016, 2015 and 2014 and for the years ended December 31, 2015 and 2014 have been derived from ChampionX’s unaudited combined financial statements that are not included in this proxy statement. In ChampionX’s opinion, the unaudited combined financial statements for these periods have been prepared on the same basis as the audited combined financial statements included elsewhere in this proxy statement and include all adjustments, consisting only of normal recurring adjustments and allocations, necessary for a fair statement of the information for the periods presented.

The selected historical combined financial information includes costs of the ChampionX Business, which include the allocation of certain corporate expenses from Ecolab. ChampionX believes these allocations were made on a reasonable basis. The selected historical combined financial information may not be indicative of ChampionX’s future performance. It should be read in conjunction with the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ChampionX Business” and the ChampionX combined financial statements and accompanying notes included elsewhere in this proxy statement.

 

     Nine Months Ended
September 30,
     Year Ended December 31,  
(in millions)    2019      2018      2018      2017      2016      2015(1)      2014(1)  

For the period:

                    

Net sales

   $ 1,756.2      $ 1,818.2      $ 2,431.5      $ 2,290.0      $ 2,185.1      $ 2,796.6      $ 3,380.9  

Operating income

     107.5        84.6        117.5        88.3        20.1        43.8        425.2  

Net income attributable to ChampionX

     84.3        70.5        102.2        167.1        21.8        16.3        293.6  

EBITDA(2)

     272.5        259.8        350.5        318.4        245.4        245.6        632.1  

Adjusted EBITDA(2)

     277.7        274.0        366.6        342.5        318.1        501.2        650.1  

As of period end:

                    

Total assets

   $ 4,333.7         $ 4,353.6      $ 4,519.1      $ 4,487.6      $ 4,831.9      $ 5,239.1  

Long-term debt (excluding portions due within one year)

     0.3           0.1        0.1        0.3        0.1        0.2  

 

(1)

Selected historical combined financial information of the ChampionX Business for the years ended December 31, 2015 and 2014 are not presented on a comparable basis due to the adoption of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers.

 

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(2)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ChampionX Business—Non-GAAP Financial Measures” elsewhere in this proxy statement for additional information on ChampionX’s use of non-GAAP measures. EBITDA and adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income including noncontrolling interest excluding income tax expense (benefit), net interest (income) expense, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding special (gains) and charges, net. A reconciliation of EBITDA and adjusted EBITDA to their most comparable GAAP measure for the periods presented above is as follows:

 

     Nine Months Ended
September 30,
     Year Ended December 31,  
(millions)    2019(a)     2018(b)      2018(c)      2017(d)     2016(e)      2015(f)      2014(g)  

Net income including noncontrolling interest

   $ 90.0     $ 73.0      $ 103.7      $ 169.3     $ 33.7      $ 40.8      $ 314.3  

Income tax expense (benefit)

     31.7       27.6        35.5        (61.9     2.0        6.2        113.7  

Interest income

     (0.6     —          —          —         —          —          —    

Depreciation

     66.1       66.1        88.0        87.6       85.6        79.6        82.2  

Amortization

     85.3       93.1        123.3        123.4       124.1        119.0        121.9  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

EBITDA

     272.5       259.8        350.5        318.4       245.4        245.6        632.1  

Special (gains) and charges, net

     5.2       14.2        16.1        24.1       72.7        255.6        18.0  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

   $ 277.7     $ 274.0      $ 366.6      $ 342.5     $ 318.1      $ 501.2      $ 650.1  
  

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

 

(a)

Special (gains) and charges, net, in the nine months ended September 30, 2019 included net restructuring charges of $14.5 million, a gain of $9.5 million related to costs recovered from a vendor dispute and other charges $0.2 million.

(b)

Special (gains) and charges, net, in the nine months ended September 30, 2018 included net restructuring charges of $12.9 million and other charges $1.3 million.

(c)

Special (gains) and charges, net, in the year ended December 31, 2018 included net restructuring charges of $14.8 million and other charges of $1.3 million.

(d)

Special (gains) and charges, net, in the year ended December 31, 2017 included a fixed asset impairment of $16.0 million, a contract termination charge of $11.1 million, net restructuring charges of $6.6 million, a gain of $8.7 million from U.S. dollar cash recoveries of intercompany receivables written off when Venezuelan subsidiaries were deconsolidated and other gains of $0.9 million.

(e)

Special (gains) and charges, net, in the year ended December 31, 2016 included charges related to the energy downturn of $76.8 million, net restructuring charges of $1.1 million, a gain of $5.1 million from Venezuelan devaluation and U.S. dollar cash recoveries of intercompany receivables written off when Venezuelan subsidiaries were deconsolidated and insignificant other charges of $0.1 million.

(f)

Special (gains) and charges, net, in the year ended December 31, 2015 included charges related to the deconsolidation of Venezuelan subsidiaries of $203.1 million, net restructuring charges of $42.8 million, inventory charges of $5.7 million and acquisition and integration costs of $4.0 million.

(g)

Special (gains) and charges, net, in the year ended December 31, 2014 included net restructuring charges of $17.5 million, acquisition and integration costs of $5.5 million and a gain of $5.0 million related to the consolidation of a former equity method investment.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF APERGY

On December 18, 2019, Ecolab, ChampionX, Apergy and Merger Sub entered into the Merger Agreement, and Ecolab, ChampionX and Apergy entered into the Separation Agreement, pursuant to which Apergy will combine with Ecolab’s ChampionX Business. In connection with the Transactions, Ecolab will effect (1) the separation of the ChampionX Business from Ecolab’s other businesses, (2) the distribution, through (a) the Exchange Offer, and if the Exchange Offer is not fully subscribed, the clean-up spin-off, or (b) if the Exchange Offer is terminated by Ecolab without the exchange of shares (but the conditions to consummation of the Transactions have otherwise been satisfied), the distribution of all shares of ChampionX common stock on a pro rata basis to Ecolab stockholders in a spin-off, and (3) immediately thereafter, the merger of Merger Sub with and into ChampionX, with ChampionX becoming a wholly owned subsidiary of Apergy. Following the consummation of the Transactions, ChampionX equityholders will own, in the aggregate, approximately 62% of the issued and outstanding Apergy common stock on a fully diluted basis and Apergy equityholders will own, in the aggregate, approximately 38% of the issued and outstanding Apergy common stock on a fully diluted basis.

The following unaudited pro forma condensed combined financial statements present the combination of the historical financial information of Apergy and ChampionX adjusted to give effect to the Merger to be accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”), with Apergy being considered the accounting acquirer of ChampionX. Under the acquisition method of accounting, the purchase price is allocated to the ChampionX identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill. The pro forma purchase price allocation is preliminary and was based on an estimate of the fair market values of the tangible and intangible assets and liabilities related to ChampionX. Following the completion of the Transactions, Apergy expects to complete the purchase price allocation considering the appraisal of ChampionX’s assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The purchase price utilized in the allocation will be based on the closing price of Apergy’s common stock immediately prior to closing. The pro forma adjustments included herein give effect to pro forma events that are (i) directly attributable to the Transactions, (ii) factually supportable and (iii) with respect to the statements of income, expected to have a continuing impact on the combined results of operations of the combined company. The final purchase price allocation may be different than that reflected in the preliminary pro forma purchase price allocation presented herein, and this difference may be material.

The unaudited pro forma condensed combined financial statements have been prepared by Apergy using assumptions that Apergy believes provide a reasonable basis for presenting the significant effects of the Transactions and do not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies or synergies that may result from the Transactions.

The unaudited pro forma condensed combined balance sheet combines the historical condensed consolidated balance sheet of Apergy and the historical combined balance sheet of ChampionX, as adjusted for the Separation and Distribution, as of September 30, 2019, giving effect to the Transactions as if they had occurred on September 30, 2019. The unaudited pro forma condensed combined statements of income combine the historical condensed consolidated statements of income of Apergy and the historical combined statements of income of ChampionX for the nine months ended September 30, 2019 and the historical consolidated statements of income of Apergy and the historical combined statements of income of ChampionX for the year ended December 31, 2018, giving effect to the Transactions as if they had occurred on January 1, 2018.

The unaudited pro forma condensed combined financial statements should be read in conjunction with:

 

   

the accompanying notes to the unaudited pro forma condensed combined financial statements;

 

   

the unaudited condensed consolidated financial statements of Apergy as of and for the nine months ended September 30, 2019 and related notes, which are included in Apergy’s Quarterly Report on

 

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Form 10-Q for the quarter ended September 30, 2019 incorporated by reference in this proxy statement;

 

   

the audited consolidated financial statements of Apergy as of and for the year ended December 31, 2018 and related notes, which are included in Apergy’s Annual Report on Form 10-K for the year ended December 31, 2018 incorporated by reference in this proxy statement;

 

   

the unaudited interim combined financial statements of ChampionX as of and for the nine months ended September 30, 2019 and related notes, which are included elsewhere in this proxy statement; and

 

   

the audited combined financial statements of ChampionX as of and for the year ended December 31, 2018 and related notes, which are included elsewhere in this proxy statement.

The unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations or financial position of the combined company would have been had the Transactions occurred on the dates assumed, nor are they necessarily indicative of future consolidated results of operations or financial position of the combined company on a standalone basis.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2019

 

(in thousands)    Historical
Apergy
    Pro Forma
ChampionX
Adjusted
(Note 3)
    Pro Forma
Merger
Adjustments
(Note 5)
           Pro Forma
Combined
 

Assets

           

Cash and cash equivalents

   $ 40,627     $ 45,000     $ —        $ 85,627  

Receivables, net of allowances

     236,381       401,820       —            638,201  

Inventories, net

     219,614       444,649       17,555       5A        681,818  

Prepaid expenses and other current assets

     34,516       48,503       —            83,019  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total current assets

     531,138       939,972       17,555          1,488,665  

Property, plant and equipment, net of accumulated depreciation

     249,385       747,837       —            997,222  

Goodwill

     910,693       1,663,815       20,389       5B        2,594,897  

Intangible assets, net of accumulated amortization

     251,411       770,249       436,751       5C        1,458,411  

Other non-current assets

     29,626       167,368       —            196,994  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total assets

   $ 1,972,253     $ 4,289,241     $ 474,695        $ 6,736,189  
  

 

 

   

 

 

   

 

 

      

 

 

 

Liabilities and equity

           

Accounts payable

     114,185       208,485       —            322,670  

Accrued compensation and employee benefits

     40,416       30,671       —            71,087  

Accrued expenses and other current liabilities

     51,852       116,339       70,000       5D        238,191  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total current liabilities

     206,453       355,495       70,000          631,948  

Long-term debt

     588,580       537,000       —            1,125,580  

Deferred income taxes

     97,588       207,834       97,166       5E        402,588  

Other long-term liabilities

     37,826       100,664       —            138,490  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities

     930,447       1,200,993       167,166          2,298,606  

Stockholders’ equity:

           

Common stock

     775       —         1,272       5F        2,047  

Capital in excess of par value of common stock

     971,075       —         3,461,112       5F        4,432,187  

Retained earnings

     110,458       —         (70,000     5D        40,458  

Net Parent investment

     —         3,448,621       (3,448,621     5F        —    

Accumulated other comprehensive loss

     (43,507     (363,766     363,766       5F        (43,507
  

 

 

   

 

 

   

 

 

      

 

 

 

Total stockholders’ equity

     1,038,801       3,084,855       307,529          4,431,185  

Noncontrolling interests

     3,005       3,393       —            6,398  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total equity

     1,041,806       3,088,248       307,529          4,437,583  
  

 

 

   

 

 

   

 

 

      

 

 

 

Total liabilities and equity

   $ 1,972,253     $ 4,289,241     $ 474,695        $ 6,736,189  
  

 

 

   

 

 

   

 

 

      

 

 

 

See accompanying notes to the unaudited pro forma condensed combined financial statements.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019

 

(in thousands, except per share data)    Historical
Apergy
     Pro Forma
ChampionX
Adjusted
(Note 3)
    Pro Forma
Merger
Adjustments
(Note 5)
           Pro Forma
Combined
 

Product revenue

   $ 787,698      $ 1,584,909     $ —        $ 2,372,607  

Other revenue

     98,428        165,598       —            264,026  
  

 

 

    

 

 

   

 

 

      

 

 

 

Total revenues

     886,126        1,750,507       —            2,636,633  

Cost of goods and services

     579,289        1,354,892       (18,389     5G        1,915,792  
  

 

 

    

 

 

   

 

 

      

 

 

 

Gross profit

     306,837        395,615       18,389          720,841  

Selling, general and administrative expense

     200,790        296,236       —            497,026  

Interest expense, net

     30,068        16,782       —            46,850  

Special (gains) and charges, net

     —          (9,324     —            (9,324

Other (income) expense, net

     3,469        (13,567     —            (10,098
  

 

 

    

 

 

   

 

 

      

 

 

 

Income before income taxes

     72,510        105,488       18,389          196,387  

Provision for income taxes

     15,672        28,333       3,933       5H        47,938  
  

 

 

    

 

 

   

 

 

      

 

 

 

Net income

     56,838        77,155       14,456          148,449  

Net income attributable to noncontrolling interests

     547        5,453       —            6,000  
  

 

 

    

 

 

   

 

 

      

 

 

 

Net income attributable to stockholders

   $ 56,291      $ 71,702     $ 14,456        $ 142,449  
  

 

 

    

 

 

   

 

 

      

 

 

 

Earnings per share attributable to stockholders:

            

Basic

   $ 0.73        N/A       N/A        $ 0.70  

Diluted