CHAMPIONX CORPORATION Item 1.01. Entry into a Material Definitive Agreement.
Transaction Agreements
On the Closing Date, in connection with the consummation of the Merger and in accordance with the Separation Agreement and the Merger Agreement:
The Company, Newco and Ecolab entered into a Tax Matters Agreement (the "Tax Matters Agreement"), to govern the parties' respective rights, responsibilities and obligations with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the retention of records, the control of audits and other tax proceedings and other matters regarding taxes, including cooperation and information sharing with respect to tax matters.
Ecolab and Newco entered into an Intellectual Property Matters Agreement (the "IP Matters Agreement"), which sets forth the terms and conditions under which Newco may use, following the Transactions, certain patents, trademarks, and copyrights allocated to Ecolab pursuant to the Separation Agreement. The IP Matters Agreement also includes a cross-license of certain know-how (including trade secrets) and the terms and conditions under which each party will maintain, support, transfer, or license certain designated product registrations and related data that are allocated to Ecolab or Newco, as applicable, pursuant to the Separation Agreement, but that are held or used by the other party as of the closing of the Transactions.
Ecolab and Newco entered into a Transition Services Agreement (the "Transition Services Agreement"), pursuant to which Ecolab and its subsidiaries and Newco and its subsidiaries will provide to each other with specified support services and other assistance for a limited time following the closing of the Merger.
The foregoing description does not purport to be complete and is qualified in
its entirety by reference to each of the Transition Services Agreement, the IP
Matters Agreement, the Cross-Supply Agreement and the Tax Matters Agreement,
copies of which are attached hereto as Exhibits 2.4 - 2.7 and each of which is
incorporated by reference into this Item 1.01. A summary of the material terms
of each of the agreements described above is also contained in the Company's
Registration Statement on Form S-4, as amended (Registration No. 333-236379),
which was declared effective by the
Apergy Credit Agreement Joinder
As previously disclosed, on
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The Apergy Credit Agreement provided for the incurrence of an additional
Item 2.01. Completion of Acquisition or Disposition of Assets.
On the Closing Date, the Merger was consummated pursuant to the Merger Agreement
and the Separation Agreement. At the effective time of the Merger (the
"Effective Time"), each issued and outstanding share of Newco Common Stock
(except for shares of Newco Common Stock held by Newco, which shares were
canceled and ceased to exist, and no consideration was delivered in exchange
therefor) was converted into the right to receive a number of duly authorized,
validly issued, fully paid and nonassessable shares of the Company's common
stock, par value
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Whole shares of Company Common Stock in uncertificated form will be received by
Newco stockholders. Under the terms of the Merger Agreement, fractional shares
of Company Common Stock will not be issued. Instead, holders of shares of Newco
Common Stock who would otherwise have been entitled to receive a fractional
share of Company Common Stock (after aggregating all fractional shares of
Company Common Stock issuable to such holder) will receive in cash the dollar
amount (rounded to the nearest whole cent) determined by multiplying such
fraction by the closing price of Company Common Stock on the
On the Closing Date, Merger Sub merged with and into Newco, with Newco surviving the Merger as a wholly owned subsidiary of the Company.
In connection with the Transactions, the Company, Ecolab,
The Apergy Registration Statement sets forth certain additional information regarding Newco and the Transactions. The information contained in Items 1.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. In addition, the foregoing description of the Transactions is qualified in its entirety by reference to the Merger Agreement and the Separation Agreement, copies of which are attached as exhibits hereto and are incorporated by reference into this Item 2.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
(c)
Executive Officers
Effective as of the Effective Time on the Closing Date, the Company's board of
directors elected
Neither
(d) Board of Directors
Effective as of the Effective Time on the Closing Date, the board of directors
of the Company increased the size of the board from seven members to nine
members and appointed the two individuals designated by Ecolab,
Class I Directors:
Stephen M. Todd Heidi Alderman 4
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Class II Directors:Gary P. Luquette Daniel W. Rabun Stuart Porter Class III Directors:Kenneth M. Fisher Sivasankaran Somasundaram Stephen K. Wagner
Each of the Ecolab designated directors will be entitled to receive the standard, pro-rated remuneration provided to the Company's non-management directors. Listed below is the biographical information for the two new directors designated by Ecolab:
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment to Amended and Restated Certificate of Incorporation
On the Closing Date, in connection with the consummation of the Merger, the Company amended its certificate of incorporation to reflect the Name Change. Such amendment is attached hereto as Exhibit 3.1 and is incorporated by reference into this Item 5.03.
Amendment to Amended and Restated By-Laws
On the Closing Date, in connection with the consummation of the Merger, the Company amended its bylaws to reflect the Name Change. Such amendment is attached hereto as Exhibit 3.2 and is incorporated by reference into this Item 5.03.
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
Effective as of the Effective Time, in connection with the Merger, the board of directors adopted a revised Code of Business Conduct and Ethics for all officers and employees of the Company. A copy of the Code is available under the Corporate Governance section of the Company's website at https://apergy.com/about-us/our-governance/.
Item 8.01. Other Events.
On the Closing Date, the Company issued a press release announcing the
consummation of the Merger, a copy of which is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The Name
Change resulted in a change to the ticker symbol for the Company Common Stock
listed on the NYSE. As of
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of Newco as of
The unaudited interim consolidated balance sheets of Newco as of
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined balance sheet of the Company and
Newco for the year ended
The unaudited pro forma condensed combined balance sheet of the Company and
Newco as of the quarter ended
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(d) Exhibits. See Exhibit Index, incorporated herein by reference.
Exhibit Index
Exhibit
No. Description
2.1 Agreement and Plan of Merger and Reorganization, dated as of
December 18, 2019 , by and among Ecolab Inc., ChampionX Holding Inc. ,
ChampionX Corporation (f/k/a Apergy Corporation ) and Athena Merger
Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by Apergy on December 20, 2019 ). (1)
2.2 Separation and Distribution Agreement, dated as of December 18,
2019 , by and among Ecolab, Newco and the Company (incorporated by
reference to Exhibit 2.2 to the Current Report on Form 8-K filed by
the Company on December 20, 2019 ). (1)
2.3 Employee Matters Agreement, dated as of December 18, 2019 , by and
among Ecolab, Newco and the Company (incorporated by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on
December 20, 2019 ). (1)
2.4 Tax Matters Agreement, dated as of June 3, 2020 , by and among
Ecolab, Newco and the Company. (1)
2.5 Transition Services Agreement, dated as of June 3, 2020 , by and
between Ecolab and Newco. (1)
2.6 Intellectual Property Matters Agreement, dated as of June 3, 2020 ,
by and between Ecolab and Newco. (1)
2.7 Master Cross Supply and Product Transfer Agreement, dated as of
June 3, 2020 , by and between Ecolab and ChampionX LLC . (1)
3.1 Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Company.
3.2 Amendment to Amended and Restated By-Laws of the Company.
10.1 Amendment No. 1, dated February 14, 2020 , amending that certain
Credit Agreement dated as of May 9, 2018 , by and among the Company, as
borrower, the lenders party thereto and JPMorgan Chase Bank, N.A ., as
administrative agent (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K filed by Apergy on February 18, 2020 ).
10.2 Credit Agreement, dated June 3, 2020 , among ChampionX Holding Inc. ,
as borrower, the lenders party thereto and Bank of America, N.A ., as
administrative agent.
10.3 ChampionX Corporation Amended and Restated 2018 Equity and Cash
Incentive Plan.
23.1 Consent of PricewaterhouseCoopers LLP .
99.1 Press Release dated June 3, 2020 .
99.2 Unaudited Combined Interim Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of
Operations of ChampionX as of and for the Quarter Ended March 31,
2020 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
(1) Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and will be supplementally provided to the Securities and
Exchange Commission upon request.
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A list of the schedules to the Tax Matters Agreement follows:
Schedule 2.2(c) Responsibility of Newco
Schedule 2.7(a) Tax Refunds
Schedule 7.2 Consistent Treatment
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