Dover’s Spin-off of Apergy


Lazard and Centerview Partners are acting as financial advisors and Simpson Thacher & Bartlett LLP, McDermott Will & Emery LLP and Baker & McKenzie LLP are acting as legal counsel to Dover.


Dover (NYSE: DOV) completed the separation of Apergy Corporation from Dover through a distribution of all of the common stock of Apergy held by Dover to Dover shareholders.

The distribution of Apergy’s shares will be made in book entry form, which means no physical share certificates of Apergy will be issued. No action is required by Dover shareholders in order to receive shares of Apergy common stock in the distribution and they will not be required to surrender or exchange their Dover shares.

Prior to the distribution date, Dover will mail information statements (or notices of their internet availability) to all shareholders of Dover common stock as of the record date. The information statement describes Apergy, including the risks of owning Apergy common stock and other details regarding the distribution and is an exhibit to Apergy’s Registration Statement on Form 10, as amended (the “Form 10”), which Apergy has filed with the Securities and Exchange Commission (the “SEC”) and is available at www.sec.gov.

The completion of the Apergy distribution is subject to the satisfaction or waiver of a number of conditions, including the Form 10 for the Apergy common stock being declared effective by the SEC and certain other conditions described in the Information Statement included in the Form 10 and in the form of Separation and Distribution Agreement, which is filed as an exhibit to the Form 10. Dover and Apergy expect all conditions to the Apergy distribution to be satisfied on or before the distribution date.

The Apergy spin-off has been structured to qualify as a tax-free distribution to U.S. holders of Dover common stock for U.S. federal income tax purposes. Cash received in lieu of fractional shares will, however, be taxable. Dover shareholders should consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the Apergy spin-off.

The Simpson Thacher team included Joshua Ford Bonnie (Picture), William Golden, Katharine Thompson, Patrick McCamy and Claire DiMario (Capital Markets—D.C.); Eric Swedenburg, Jakob Rendtorff, Megan Tweed and Scott Rudin (M&A); Gary Mandel, Andrew Purcell and Christopher Murray (Tax); Brian Robbins, Michael Arseneault, Jeannine McSweeney, Joo Hyun Lee and Jason Fixelle (ECEB); Chris Brown (Credit); Marcela Robledo and Amber Harezlak (IP); James Rapp and Amanda Weiss (Public Company Advisory Practice); and Mike Isby and Louise Kruger (Environmental). Sarah Ali also provided valuable assistance.

Involved fees earner: Eric Swedenburg – Simpson Thacher & Bartlett; Jakob Rendtorff – Simpson Thacher & Bartlett; Megan Tweed – Simpson Thacher & Bartlett; Scott Rudin – Simpson Thacher & Bartlett; Joshua Ford Bonnie – Simpson Thacher & Bartlett; William Golden – Simpson Thacher & Bartlett; Katharine Thompson – Simpson Thacher & Bartlett; Patrick McCamy – Simpson Thacher & Bartlett; Claire DiMario – Simpson Thacher & Bartlett; James Rapp – Simpson Thacher & Bartlett; Amanda Weiss – Simpson Thacher & Bartlett; Gary Mandel – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Christopher Murray – Simpson Thacher & Bartlett; Brian Robbins – Simpson Thacher & Bartlett; Michael Arseneault – Simpson Thacher & Bartlett; Jeannine McSweeney – Simpson Thacher & Bartlett; Joo Hyun Lee – Simpson Thacher & Bartlett; Jason Fixelle – Simpson Thacher & Bartlett; Marcela Robledo – Simpson Thacher & Bartlett; Amber Harezlak – Simpson Thacher & Bartlett; Michael Isby – Simpson Thacher & Bartlett; Louise Kruger – Simpson Thacher & Bartlett; Christopher Brown – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Dover Corporation;

Author: Ambrogio Visconti