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Apergy to combine with Ecolab's upstream energy unit valued at $4.4 bln

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Oilfield equipment provider Apergy Corp will combine with Ecolab Inc’s upstream energy business, the companies said on Thursday.

Under the deal, structured as a Reverse Morris Trust transaction to save on tax, Ecolab will complete the spin-off of its upstream energy business, ChampionX, to its shareholders and then immediately merge the unit into a subsidiary of Apergy.

The deal values Ecolab’s ChampionX at $4.4 billion, based on Apergy stock’s Wednesday close, the companies said. Ecolab and Apergy shareholders will own about 62% and about 38% of the combined entity respectively.

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Apergy President and Chief Executive Officer Sivasankaran Somasundaram will head the combined company, which will be headquartered in The Woodlands, Texas, and will have operations in over 55 countries.

The combined company is expected to generate pro-forma revenue of about $3.5 billion and adjusted core earnings of about $615 million (before synergies) in 2019, the companies said.

ChampionX consists of the drilling, completion, and energy production, chemistry sciences, and solutions operations currently part of Ecolab’s energy unit, while the downstream chemistry solutions business will be retained by Ecolab.

Centerview Partners LLC and Lazard served as financial advisers and Weil, Gotshal & Manges LLP was the legal counsel to Apergy, while BofA Securities served as exclusive financial adviser to Ecolab, with Skadden, Arps, Slate, Meagher & Flom LLP as legal counsel. (Reporting by Shanti S Nair in Bengaluru)

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