SEC Comment Letter for ChampionX Holding Inc. (CIK 0001789542) — Apr 9, 2020
ChampionX Holding Inc. (CIK 0001789542)
Date: April 9, 2020 · CIK: 0001789542 · Accession: 0000000000-20-003101
AI Filing Summary & Sentiment
File numbers found in text: 333-236380
Letter
April 9, 2020 Deric D. Bryant Chief Executive Officer ChampionX Holding Inc. c/o Ecolab Inc. 1 Ecolab Place St. Paul, MN 55102 Re:ChampionX Holding Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed April 1, 2020 File No. 333-236380 Dear Mr. Bryant: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 6, 2020 letter. Amendment No. 1 to Registration Statement on Form S-4 Information about Apergy, page 84 1.We note your response to our prior comment 2. Please revise your disclosure regarding Apergy being a "leading provider" and one of its products being a leader in the market to provide the additional detail from your response regarding how you determined that Apergy was a leading provider and has a product that was a leader in the market. Alternatively, please remove these statements.
FirstName LastNameDeric D. Bryant Comapany NameChampionX Holding Inc. April 9, 2020 Page 2 FirstName LastName Deric D. Bryant ChampionX Holding Inc. April 9, 2020 Page 2 Background of the Transactions, page 154 2.We note your response to our prior comment 7 and reissue in part. Please disclose if there were any material changes to the terms of the key issues discussed in the second full paragraph on page 160 from the date that the Ecolab Board approved the proposed transactions to the date that the transaction documents were executed. You may contact Christie Wong at 202-551-3684 or Al Pavot at 202-551-3738 if you have questions regarding comments on the financial statements and related matters. Please contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Charles W. Mulaney, Jr., Esq.
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April 9, 2020
Deric D. Bryant
Chief Executive Officer
ChampionX Holding Inc.
c/o Ecolab Inc.
1 Ecolab Place
St. Paul, MN 55102
Re:ChampionX Holding Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed April 1, 2020
File No. 333-236380
Dear Mr. Bryant:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our March 6, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4
Information about Apergy, page 84
1.We note your response to our prior comment 2. Please revise your disclosure regarding
Apergy being a "leading provider" and one of its products being a leader in the market to
provide the additional detail from your response regarding how you determined that
Apergy was a leading provider and has a product that was a leader in the market.
Alternatively, please remove these statements.
FirstName LastNameDeric D. Bryant
Comapany NameChampionX Holding Inc.
April 9, 2020 Page 2
FirstName LastName
Deric D. Bryant
ChampionX Holding Inc.
April 9, 2020
Page 2
Background of the Transactions, page 154
2.We note your response to our prior comment 7 and reissue in part. Please disclose if there
were any material changes to the terms of the key issues discussed in the second full
paragraph on page 160 from the date that the Ecolab Board approved the proposed
transactions to the date that the transaction documents were executed.
You may contact Christie Wong at 202-551-3684 or Al Pavot at 202-551-3738 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Charles W. Mulaney, Jr., Esq.