0001193125-18-327405.txt : 20181221 0001193125-18-327405.hdr.sgml : 20181221 20181115091709 ACCESSION NUMBER: 0001193125-18-327405 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy Corp CENTRAL INDEX KEY: 0001723089 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION, MINING & MATERIALS HANDLING MACHINERY & EQUIP [3530] IRS NUMBER: 823066826 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FORMER COMPANY: FORMER CONFORMED NAME: Wellsite Corp DATE OF NAME CHANGE: 20171116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy Energy Automation, LLC CENTRAL INDEX KEY: 0001757659 IRS NUMBER: 465648391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Quartzdyne, Inc. CENTRAL INDEX KEY: 0001757700 IRS NUMBER: 742861968 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Spirit Global Energy Solutions, Inc. CENTRAL INDEX KEY: 0001757701 IRS NUMBER: 263199867 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Accelerated Process Systems, Inc. CENTRAL INDEX KEY: 0001757712 IRS NUMBER: 760264303 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UPCO, Inc. CENTRAL INDEX KEY: 0001757716 IRS NUMBER: 731165601 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy Artificial Lift, LLC CENTRAL INDEX KEY: 0001757736 IRS NUMBER: 472609671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy USA, Inc. CENTRAL INDEX KEY: 0001757746 IRS NUMBER: 823066935 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy Funding Corp CENTRAL INDEX KEY: 0001757748 IRS NUMBER: 823110990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy ESP Systems, LLC CENTRAL INDEX KEY: 0001757749 IRS NUMBER: 273714367 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy (Delaware) Formation, Inc. CENTRAL INDEX KEY: 0001757750 IRS NUMBER: 823110663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Apergy BMCS Acquisition Corp CENTRAL INDEX KEY: 0001757751 IRS NUMBER: 262254713 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1320 SOUTH 1600 WEST CITY: OREM STATE: UT ZIP: 84058 BUSINESS PHONE: 1-800-535-7419 MAIL ADDRESS: STREET 1: 1320 SOUTH 1600 WEST CITY: OREM STATE: UT ZIP: 84058 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCS Ferguson, Inc. CENTRAL INDEX KEY: 0001757756 IRS NUMBER: 134137030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Norriseal-Wellmark, Inc. CENTRAL INDEX KEY: 0001757784 IRS NUMBER: 731121398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Norris Rods, Inc. CENTRAL INDEX KEY: 0001757787 IRS NUMBER: 752751426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Theta Oilfield Services, Inc. CENTRAL INDEX KEY: 0001757793 IRS NUMBER: 208725451 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Honetreat Co CENTRAL INDEX KEY: 0001757798 IRS NUMBER: 952122549 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Harbison-Fischer, Inc. CENTRAL INDEX KEY: 0001757801 IRS NUMBER: 750861442 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Windrock, Inc. CENTRAL INDEX KEY: 0001757802 IRS NUMBER: 621422184 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wellmark Holdings, Inc. CENTRAL INDEX KEY: 0001757803 IRS NUMBER: 461355894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 BUSINESS PHONE: (281) 403-5772 MAIL ADDRESS: STREET 1: 2445 TECHNOLOGY FOREST BLVD STREET 2: BUILDING 4, FLOOR 12 CITY: THE WOODLANDS STATE: TX ZIP: 77381 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US Synthetic Corp CENTRAL INDEX KEY: 0001757974 IRS NUMBER: 870342600 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1260 SOUTH 1600 WEST CITY: OREM STATE: UT ZIP: 84058 BUSINESS PHONE: (801) 235-9001 MAIL ADDRESS: STREET 1: 1260 SOUTH 1600 WEST CITY: OREM STATE: UT ZIP: 84058 CORRESP 1 filename1.htm CORRESP

November 15, 2018

Via EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

RE:

Apergy Corporation

Registration Statement on Form S-4

Filed November 15, 2018

File No. 333-228389

Ladies and Gentlemen:

This letter is being sent to you in connection with the above referenced Registration Statement filed by Apergy Corporation (the “Company”) and the other registrants listed on the signature page hereto (collectively with the Company, the “Registrants”) with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of $300,000,000 aggregate principal amount of the Company’s 6.375% Senior Notes due 2026 (together with the guarantees thereof, the “Exchange Notes”), to be offered by the Registrants in exchange (the “Exchange Offer”) for a like principal amount of the Company’s issued and outstanding 6.375% Senior Notes due 2026 (together with the guarantees thereof, the “Outstanding Notes”).

The Registrants are registering the Exchange Offer in reliance on the position of the staff (the “Staff”) of the SEC enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991), Shearman & Sterling, SEC No-Action Letter (July 2, 1993), and similar letters (collectively, the “No-Action Letters”) and Question 125.13 of the Staff’s Securities Act Forms Compliance and Disclosure Interpretations.

The Registrants hereby represent that they have not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ information and belief, each person (including any broker-dealer) participating in the Exchange Offer will acquire the Exchange Notes in their ordinary course of business and will have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Registrants are making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the registered Exchange Offer (1) cannot rely on the position of the staff of the SEC enunciated in the No-Action Letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

In addition, the Registrants are making each person (including any broker-dealer) participating in the Exchange Offer aware, through the Exchange Offer prospectus or otherwise, that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act (which prospectus delivery requirement may be satisfied with the Exchange Offer prospectus because it contains a plan of distribution with respect to such resale transactions) in connection with any resale of such Exchange Notes. Further, the Registrants will include in the transmittal letter relating to the Exchange Offer a provision to the effect that, if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such exchange offeree will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer (see the form of Letter of Transmittal filed as an exhibit to the Registration Statement).

The Registrants are not permitting any person who is an affiliate of the Company to participate in the Exchange Offer.

The Registrants will commence the Exchange Offer for the Outstanding Notes after the Registration Statement is declared effective by the Staff of the SEC. The Exchange Offer will remain in effect for a limited time and will be conducted by the Registrants in compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC thereunder.

*            *             *

 

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Please do not hesitate to call Jonathan Newton of Baker & McKenzie LLP at (713) 427-5018 if you have any questions regarding this letter.

 

Very truly yours,

APERGY CORPORATION

By:   /s/ Julia Wright
 

Julia Wright

  Senior Vice President, General Counsel and Secretary

Subsidiary Guarantors:

ACCELERATED PROCESS SYSTEMS, INC.

APERGY (DELAWARE) FORMATION, INC.

APERGY ARTIFICIAL LIFT, LLC

APERGY BMCS ACQUISITION CORP.

APERGY ENERGY AUTOMATION, LLC

APERGY ESP SYSTEMS, LLC

APERGY FUNDING CORPORATION

APERGY USA, INC.

HARBISON-FISCHER, INC.

HONETREAT COMPANY

NORRIS RODS, INC.

NORRISEAL-WELLMARK, INC.

PCS FERGUSON, INC.

QUARTZDYNE, INC.

SPIRIT GLOBAL ENERGY SOLUTIONS, INC.

THETA OILFIELD SERVICES, INC.

UPCO, INC.

US SYNTHETIC CORPORATION

WELLMARK HOLDINGS, INC.

WINDROCK, INC.

By:   /s/ Julia Wright
 

Julia Wright

  Secretary

 

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