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. )1)

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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):

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 FormS-4 and FormS-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 asplit-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 FormS-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.

PRELIMINARY PROXY STATEMENT—

SUBJECT TO COMPLETION, DATED FEBRUARY 11,APRIL 2, 2020

[·], 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:

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 bypre-transactions holders of Ecolab common stock and approximately 38% of the outstanding shares of Apergy common stock are expected to be held bypre-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.

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 page2221.

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.

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:

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 VOTEFOR THE SHARE ISSUANCE PROPOSAL ANDFOR 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

TABLE OF CONTENTS

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 FormS-4 and FormS-1 (Reg.No. 333-[333-236380),·]), Apergy’s registration statement on FormS-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:

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 113103 and “The Transaction Agreements” beginning on page 151.141. 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 2221 and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 43.

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 asAnnex A and a copy of the Separation Agreement is attached hereto asAnnex 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).

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

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 throughparticipating 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 theclean-upspin-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.

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 167.157.

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.

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.

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:

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.

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

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.

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.

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

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)103)

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:

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 enteringentered 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.

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)104)

Below is astep-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 theclean-upspin-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.

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

Structure Following the Separation and the Distribution but Before the Merger

Structure Following the Merger

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 Form10-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, 2019, 2018 2017 and 2016,2017, and as of December 31, 20182019 and 20172018 have been derived from Apergy’s audited consolidated financial statements and related notes contained in the Annual Report onForm 10-K for the year ended December 31, 2018,2019, which is incorporated by reference in this proxy statement. The summary historical consolidated financial information as of December 31, 20162017 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 Form10-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 Form10-K for the year ended December 31, 2018,2019, which are bothis incorporated by reference in this proxy statement. For more information, see “Where You Can Find Additional Information; Incorporation by Reference” beginning on page 195185 of this proxy statement.

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, 20182019 and 20172018 and for the years ended December 31, 2019, 2018 2017 and 20162017 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, 20162017 has been derived from ChampionX’s unauditedaudited 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

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 and management’s discussion and analysis of financial condition and results of operations, 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.

position or the results of operations of the combined company would have been had the Transactions occurred as of the date or for the periodsperiod 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.

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 [●],March 26, 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 $[●]$6.29 per share.

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

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 Form10-K for the year ended December 31, 2018 and in Part I, Item 1A—Risk Factors, in Apergy’s Quarterly Report on Form10-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 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;obtaining antitrust or competition law regulatory approvals in certain jurisdictions; 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

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 significantone-time costs in connection with the Transactions in 2019 and 2020.Transactions. 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 theseone-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 andpre-Merger integration planning-related expenses. While Apergy expects to be able to fund theseone-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 127.2127.4 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.

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 theclean-upspin-off, each Ecolab stockholder who receives ChampionX common stock in theclean-upspin-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 theclean-upspin-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.Distribution if the value of ChampionX stock transferred exceeds Ecolab’s tax basis in such ChampionX stock.

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 likelycould be substantial.

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 atax-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 atax-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 certaintax-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 atax-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, certain U.S. 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. Any such indemnification obligation would likely be substantial and would likely have a material adverse effect on Apergy. In addition, even if

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, thepre-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’spre-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 number of shares of ChampionX common stock available in the Exchange Offer, and the corresponding percentage of the combined company that will be owned, in the aggregate, by pre-Merger ChampionX stockholders is subject to variation depending upon the number of shares of Apergy common stock underlying Apergy Options, Apergy Restricted Stock Units and Apergy Adjusted Performance Based Restricted Stock Units to be granted by Apergy to ChampionX employees pursuant to the Employee Matters Agreement.

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. The proportion of this 62% that will be attributable to the shares to be owned by ChampionX stockholders (i.e., shares that will be available and distributed in this Exchange Offer or if necessary the clean-up spinoff) to the amount that will be attributable to the Apergy equity awards that will be issued to ChampionX employees will be determined by formulas set forth in the Merger Agreement and Employee Matters Agreement. See “The Transactions—The Merger—Calculation of the Merger Consideration” for a more detailed description of how the Merger consideration is calculated. Of the 127.4 million shares of Apergy common stock currently expected to be issued to ChampionX equityholders in connection with the Merger, based on recent share prices of Ecolab and Apergy common stock and the ChampionX employees’ equity awards outstanding, ChampionX currently expects that approximately 121.5 million shares of ChampionX common stock would be available in this Exchange Offer, but factors largely outside of Ecolab’s control, such as changes in Ecolab’s and/or Apergy’s stock price, could cause both the number of shares available in this Exchange Offer and the proportion of the approximately 62% combined company ownership for ChampionX equityholders that is attributable to the equity awards for ChampionX employees, to continue to fluctuate.

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.ChampionX.

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

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 thecurrent Apergy employees of Apergy and theand/or ChampionX BusinessEmployees 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.

crude oil prices. Crude oil prices slightly recovered in late 2016 and into 2017, but experienced a volatile decline again during late 20182018. Price volatility continued throughout 2019 and, into 2019.partially due to the emergence of the COVID-19 pandemic and failure of the Organization of the Petroleum Exporting Countries (“OPEC”) and other major producers to agree on production cuts, has become more extreme in 2020. 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:

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

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. In addition, public health threats, such as the coronavirus, severe influenza and other highly communicable viruses or diseases could limit access to vendors and their facilities, or the ability to transport raw materials from the combined company’s vendors, which would adversely affect the combined company’s ability to obtain necessary raw materials for certain of its products. 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 naturalgas-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

However, there can be no assurance that the combined company will be able to find suitable opportunities to purchase or to acquire such capabilities on acceptable terms. If the combined company is unsuccessful in its acquisition efforts, its revenue growth could be adversely affected. In addition, the combined company will face the risk that a completed acquisition may underperform relative to expectations. The combined company may not achieve the synergies originally anticipated, may become exposed to unexpected liabilities, or may not be able to sufficiently integrate completed acquisitions into its then current business and growth model. These factors could potentially have an adverse impact 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 andnon-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

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

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 marketsexpanding sales globally 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:

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 andnon-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

United Arab Emirates, and the combined company 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, changesrates. A material change in the valuation allowance of deferredstatutory tax assets, and disagreements with taxing authorities with respect to therate or interpretation of local law in a jurisdiction in which the combined company will have significant operations could adversely impact its effective tax lawsrate 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.impact its financial results. For example, the U.S. bill commonly referred to as the Tax Cuts and Jobs Act, which we refer to as the(the Tax Act,“Tax Reform 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.

The combined company’s tax returns will be subject to audit and taxing authorities could challenge the combined company’s operating structure, taxable presence, application of treaty benefits or transfer pricing policies. 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.

31, 2019, 2018 and 2017. 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.

A deterioration in the combined company’s future expected profitability or cash flows could result in an impairment of its recorded goodwill and intangible assets.

Apergy has significant goodwill and intangible assets recorded on its consolidated balance sheet. The valuation and classification of these assets and the assignment of useful lives to intangible assets involve significant judgments and the use of estimates. Impairment testing of goodwill and intangible assets requires significant use of judgment and assumptions, particularly as it relates to the determination of fair market value. A decrease in the long-term economic outlook and future cash flows of the combined company’s business could significantly impact asset values and potentially result in the impairment of intangible assets, including goodwill. Although fair values currently exceed carrying values for each reporting unit, the value of the combined company’s business could be unfavorably impacted by steep declines in revenue and order rates as drilling and production activity would be reduced due to sustained unfavorable crude oil prices and lower U.S. rig counts. Accordingly, sustained future economic declines could result in impairment charges that could have a material adverse effect on the combined company’s results of operations.

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.

European Union Treaties, but instead by the terms of the Withdrawal Agreement agreed between the United Kingdom and the European Union in late 2019. The Withdrawal Agreement provides for a “transition” period, which commenced the moment the United Kingdom left the European Union and is currently set to end on December 31, 2020. At the end of the transition period, there may be significant changes to the United Kingdom’s business environment. While 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 applythe failure to transactionsreach such agreements, the uncertainties created by Brexit, any resolution between the United Kingdom and European Union. InUnion countries or the longer term,failure to reach any impact from Brexit onsuch resolutions, could adversely affect the combined company’s United Kingdom operations will depend, in part, on the outcome of tariff, trade, regulatoryrelationships with customers, suppliers 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 combined company’s indebtedness could adversely affect its financial condition and operating flexibility.

The combined company’s ability to make payments on and to refinance its indebtedness, as well as any future indebtedness that it may incur, will depend upon the level of cash flows generated by its operations, its ability to sell assets, availability under its revolving credit facility and its ability to access the capital markets and/or other sources of financing. The combined company’s ability to generate cash will be subject to general economic, industry, financial, competitive, legislative, regulatory and other factors that are beyond its control. If it is not able to repay or refinance its indebtedness as it becomes due, the combined company may be forced to sell assets or take other disadvantageous actions, including (i) reducing financing in the future for working capital, capital expenditures, acquisitions and general corporate purposes or (ii) dedicating an unsustainable level of cash flow from operations to the payment of principal and interest on the indebtedness. In addition, the combined company’s ability to withstand competitive pressures and to react to changes in the oil and gas industry could be impaired.

The recent global coronavirus pandemic has led to periods of significant volatility in financial, commodities (including oil and gas) and other markets and could harm the business and results of operations for the combined company.

In December 2019, a coronavirus (COVID-19) was reported in China, and has since spread globally. In March 2020, the World Health Organization declared the coronavirus to be a pandemic. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the lasting impact of the coronavirus pandemic on the business of the combined company, and there is no guarantee that efforts by the combined company to address the adverse impacts of the coronavirus will be effective. The impact to date has included periods of significant volatility in financial, commodities and other markets, and has resulted in a significant decline in the trading price of Apergy’s common stock. This volatility, if it continues, could have an adverse impact on the combined company’s business, financial condition and results of operations. In particular, global markets for oil and gas

have been and may continue to be impacted by the coronavirus pandemic and/or other events beyond the control of the combined company, and further volatility in commodity prices could have a negative impact on the economies of energy-dominant states in which Apergy and ChampionX conduct, and the combined company will conduct, significant business. As demand for oil and gas has declined as a result of the pandemic, Apergy and ChampionX’s customers have implemented various measures to address the decline in demand, including reducing orders for Apergy and ChampionX products and seeking price concessions.

In addition, the United States and other countries have implemented restrictions to address the pandemic, including disruptions or restrictions on Apergy’s and ChampionX’s employees’ ability to travel, and which could include temporary closures of Apergy’s or ChampionX’s facilities or the facilities of their suppliers or customers. Any disruption of the combined company’s facilities, suppliers or customers would likely impact the combined company’s sales and operating results. The extent to which the coronavirus could impact the combined company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain the novel coronavirus or treat its impact, among others.

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 COREXIT^TM 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 COREXIT^TM 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.

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 internal control over financial reporting and 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 has identified four material weaknesses in its internal control over financial reporting as a result of which Apergy’s chief executive officer and chief financial officerApergy management has concluded that Apergy’sits internal control over financial reporting and its disclosure controls and procedures were not effective.effective as of December 31, 2019. 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’sthe company’s annual or interim financial statements will not be prevented or detected on a timely basis. These material weaknesses relate to (a) the ineffective control environment due to a lack of a sufficient complement of personnel with the appropriate level of knowledge, experience and training at Apergy’s Artificial Lift business, (b) ineffective risk assessment component of internal control in responserelated to the risk of misstatement at Apergy’s ESP subsidiary which gave rise(which is part of the Artificial Lift business) as controls were not appropriately designed to additional control deficiencies atensure that the subsidiary, which Apergy also determinedwas experiencing significant growth and turnover of personnel, had the proper resources to be material weaknesses, relatingoperate a complex business model, (c) a lack of controls designed and maintained within certain of the Artificial Lift businesses over the completeness, accuracy, occurrence or cut-off of revenue and within ESP over the valuation of accounts receivable, (d) a lack of controls maintained to manualensure that journal entries were properly prepared with appropriate supporting documentation or were reviewed and approved appropriately to ensure the accuracy of journal entries at ESP, (e) a lack of controls designed and maintained over the completeness, accuracy, and existence or presentation and disclosure of inventory and fixed assets at ESP, and revenue recognition. The material weakness related to inventory(f) a lack of controls designed and fixed assets resulted inmaintained over user roles within the general ledger system across Apergy, recordingwhich defines the actions an increase to cost of sales of approximately $4.5 million and a corresponding combined reduction to

or if additional material weaknesses or significant deficiencies in its internal control over financial reporting are identified as of December 31, 2019 or are identifiedsubsequently arise, Apergy’s or occur subsequently, Apergy’sthe combined company’s consolidated financial statements may contain material misstatements, and itApergy or the combined company may be required to restate its financial results, which could have a material adverse effect on Apergy’sits financial condition, results of operations or cash flows, restrict itsthe ability to access the capital markets, require significant resources to correct the material weaknesses or deficiencies, subject itApergy or the combined company 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’sits 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 fromtime-to-time seek to acquire a controlling stake in Apergy’s company,Apergy, 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.

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 selectionApergy’s Board of an alternative forum,Directors otherwise determines, 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.

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:

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.

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:

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 VOTEFOR THE SHARE ISSUANCE PROPOSAL.

THE APERGY BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT APERGY STOCKHOLDERS VOTEFOR 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 [●].Apergy Corporation, 1445 Technology Forest Blvd, Building 4, Floor 12, The Woodlands, Texas 77381.

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.”

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:

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 reasonableout-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.

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

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 theclean-upspin-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 FormS-4 and FormS-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, theclean-upspin-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 FormS-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 all of the shares of ChampionX common stock being distributedexchanged in the Exchange Offer, with instructions to hold the shares of ChampionX common stock for the holders of shares of Ecolab common stock validly tendered and not properly withdrawn in the Exchange Offer whose shares are accepted 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 127.2127.4 million shares of Apergy common stock in the Merger. Based upon the reported closing sale price of $27.22$6.29 per share for Apergy common stock on February 5,March 26, 2020, the total value of consideration to be paid to Ecolab’s stockholders would have been approximately $3.34 billion.$764.2 million. 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 FormS-4 and FormS-1, or Apergy’s registration statement on FormS-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.

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.), Accelerated 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 Form10-K filed with the SEC for the year ended December 31, 2018.2019.

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.

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 Form10-K filed with the SEC for the year ended December 31, 2018.

INFORMATION ABOUT THE CHAMPIONX BUSINESS

Company Overview

ChampionX is a leading provider ofon-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’s assertion of being a leader in its field is corroborated by an August 2019 report by Kimberlite International Oilfield Research on supplier selection, market share, performance and competitive positioning in the oil and natural gas production industry.

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.

With 20182019 net sales of $2.4$2.3 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.

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.

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 towardsharder-to-reach andharder-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 ofeasier-to-produce conventional oil and natural gas reserves and advances in production methods and technologies that make unconventional reserves more economically attractive.

Production ofharder-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%25% to 36%31% of total worldwide oil production from 20182019 to 2024,2025, according to industry market studies. Total worldwide oil production is expected to climb from 96.683.5 million to 108.586.7 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 andultra-deepwater E&P is projected to grow a total of 30%44% from 20182019 to 2022.2025.

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 towardsharder-to-reach andharder-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.

The impact of COVID-19 on global energy demand as well as the pending discussions between Saudi Arabia and Russia about production will affect the oil and gas industry and drive budgetary changes and reforecasts for the short- and mid-term outlook. Given the volatile nature of these changes, the absolute market numbers quoted in this document may change, but the general trends and proportions are expected to remain directionally consistent as set forth above over the long term forecast period.

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 2018,2019, representing approximately 81%87% of ChampionX’s total 20182019 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.

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.

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,

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.

ChampionX’s key competitors include: Baker Hughes Company; Clariant AG; Multi-Chem, a Halliburton Service; andM-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.

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—ChampionX—Investing Activities.”

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.

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

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

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,December 31, 2019 for probable future environmental remediation expenditures, excluding potential insurance reimbursements, totaled approximately $9.3$9.4 million. ChampionX reviews its

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

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,the COREXIT Defendants, “to ensure decisions about ongoing dispersant use in the Gulf of Mexico are grounded in the best available science.” NalcoThe COREXIT Defendants 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 hasthe COREXIT Defendants have been named in several lawsuits as described below.

Cases arising out of the Deepwater Horizon accident were administratively transferred forpre-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 wasThe COREXIT Defendants were 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.

In May 2016, Nalco wasthe COREXIT Defendants were 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 wasthe COREXIT Defendants were 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.the COREXIT Defendants. 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 Nalcothe COREXIT Defendants is now final and the deadline to appeal has passed. On October 23, 2018, a plaintiff filed a new B3 complaint against Nalcothe COREXIT Defendants 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 Nalcothe COREXIT Defendants relating to the Deepwater Horizon oil spill, all of which are expected to

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 variousnon-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 ofon-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$2.3 billion and $2.4 billion in the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively,2019, 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.

COMBINED RESULTS OF OPERATIONS

Nine Months Ended September 30, 2019 and 2018

Net Sales

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

Cost of sales and corresponding gross margins in the nine monthsyears ended September 30,December 31, 2019, 2018 and 20182017 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%27.8%, 27.8% and 28.3% in the nine monthsyears ended September 30,December 31, 2019, 2018 and 2018,2017, respectively. Gross margins in the nine monthsyears ended September 30,December 31, 2019, 2018 and 20182017 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%27.9% in the nine monthsyear ended September 30,December 31, 2019 compared to 28.3%27.8% in the nine months ended September 30, 2018.previous year. The decrease was primarily driven by unfavorable mix and volume and was partially offset by favorable pricing.

Selling, General and Administrative Expenses

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, 2018increase 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: