0001104659-20-000437.txt : 20200102 0001104659-20-000437.hdr.sgml : 20200102 20200102172506 ACCESSION NUMBER: 0001104659-20-000437 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20200102 DATE AS OF CHANGE: 20200102 GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII, LLC GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP GROUP MEMBERS: ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP GROUP MEMBERS: AMBERJACK MERGER SUB LTD GROUP MEMBERS: AP GPE VIII GP LIMITED PARTNERSHIP GROUP MEMBERS: CULLIGAN INTERNATIONAL CO GROUP MEMBERS: GPE VIII GP (DELAWARE) LIMITED PARTNERSHIP GROUP MEMBERS: GPE VIII GP LIMITED PARTNERSHIP GROUP MEMBERS: GPE VIII GP S.A R.L. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AquaVenture Holdings Ltd CENTRAL INDEX KEY: 0001422841 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-89785 FILM NUMBER: 20502425 BUSINESS ADDRESS: STREET 1: COMMERCE HOUSE, WICKHAMS CAY 1 STREET 2: P.O. BOX 3140, ROAD TOWN CITY: TORTOLA STATE: D8 ZIP: VG1110 BUSINESS PHONE: 813-855-8636 MAIL ADDRESS: STREET 1: 14400 CARLSON CIRCLE CITY: TAMPA STATE: FL ZIP: 33626 FORMER COMPANY: FORMER CONFORMED NAME: AQUAVENTURE HOLDINGS LLC DATE OF NAME CHANGE: 20080104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADVENT INTERNATIONAL CORP/MA CENTRAL INDEX KEY: 0001034196 IRS NUMBER: 042840139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET SUITE 3300 CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 6179510555 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET SUITE 3300 CITY: BOSTON STATE: MA ZIP: 02199 SC 13D 1 a20-1077_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

AquaVenture Holdings Limited

(Name of Issuer)

 

Ordinary Shares, no par value

(Title of Class of Securities)

 

G0443N107

(CUSIP Number)

 

Copies to:

John Griffith

Vice President and General Counsel

Culligan International Company

9399 W. Higgins Rd, Ste 1100

Rosemont, IL 60018

 

and

 

James Westra

Managing Partner and Chief Legal Officer

Advent International Corporation

Prudential Tower

800 Boylston Street

Boston, MA 02199-8069

 

Copy to:

James R. Griffin

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, TX 75201

Telephone: (214) 746-7779

 

Ramona Nee

Weil, Gotshal & Manges LLP

100 Federal Street, 34th Floor

Boston, Massachusetts 02110

Telephone: (617) 772-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 23, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL CORPORATION

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
11,269,104 (1)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,269,104 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
35.5%(1)

 

 

14

Type of Reporting Person
CO

 

(1)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International Corporation is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

2

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
11,269,104 (2)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,269,104 (2)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
35.5%(2)

 

 

14

Type of Reporting Person
OO

 

(2)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII, LLC is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

3

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
GPE VIII GP S.À R.L.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
7,872,596 (3)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
7,872,596 (3)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
24.8%(3)

 

 

14

Type of Reporting Person
OO

 

(3)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that GPE VIII GP S.à r.l. is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

4

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
AP GPE VIII GP LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
469,922 (4)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
469,922 (4)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.5%(4)

 

 

14

Type of Reporting Person
PN

 

(4)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that AP GPE VIII GP Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

5

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
GPE VIII GP LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
2,926,586 (5)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,926,586 (5)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
9.2%(5)

 

 

14

Type of Reporting Person
PN

 

(5)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that GPE VIII GP Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

6

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
614,166 (6)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
614,166 (6)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.9%(6)

 

 

14

Type of Reporting Person
PN

 

(6)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

7

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
753,903 (7)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
753,903 (7)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
2.4%(7)

 

 

14

Type of Reporting Person
PN

 

(7)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-B-1 Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

8

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
562,328 (8)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
562,328 (8)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.8%(8)

 

 

14

Type of Reporting Person
PN

 

(8)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-B-2 Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

9

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
877,863 (9)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
877,863 (9)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
2.8%(9)

 

 

14

Type of Reporting Person
PN

 

(9)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-B-3 Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

10

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
2,124,226 (10)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,124,226 (10)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
6.7%(10)

 

 

14

Type of Reporting Person
PN

 

(10)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-B Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

11

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
345,961 (11)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
345,961 (11)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.1%(11)

 

 

14

Type of Reporting Person
PN

 

(11)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-C Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

12

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
296,377 (12)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
296,377 (12)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%(12)

 

 

14

Type of Reporting Person
PN

 

(12)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-D Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

13

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
87,899 (13)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
87,899 (13)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.3%(13)

 

 

14

Type of Reporting Person
PN

 

(13)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-F Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

14

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
777,568 (14)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
777,568 (14)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
2.4%(14)

 

 

14

Type of Reporting Person
PN

 

(14)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-H Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

15

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
722,350 (15)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
722,350 (15)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
2.3%(15)

 

 

14

Type of Reporting Person
PN

 

(15)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-I Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

16

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
LUXEMBOURG

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
709,954 (16)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
709,954 (16)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
2.2%(16)

 

 

14

Type of Reporting Person
PN

 

(16)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-J Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

17

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
30,427 (17)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
30,427 (17)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%(17)

 

 

14

Type of Reporting Person
PN

 

(17)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent Partners GPE VIII-A Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

18

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
253,555 (18)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
253,555 (18)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.8%(18)

 

 

14

Type of Reporting Person
PN

 

(18)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent Partners GPE VIII-B Cayman Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

19

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
141,991 (19)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
141,991 (19)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%(19)

 

 

14

Type of Reporting Person
PN

 

(19)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent Partners GPE VIII Cayman Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

20

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
19,157 (20)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
19,157 (20)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%(20)

 

 

14

Type of Reporting Person
PN

 

(20)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent Partners GPE VIII-A Cayman Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

21

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
24,792 (21)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
24,792 (21)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.1%(21)

 

 

14

Type of Reporting Person
PN

 

(21)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent Partners GPE VIII Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

22

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
1,440,191 (22)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,440,191 (22)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
4.5%(22)

 

 

14

Type of Reporting Person
PN

 

(22)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-A Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

23

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
330,185 (23)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
330,185 (23)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.0%(23)

 

 

14

Type of Reporting Person
PN

 

(23)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-E Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

24

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
558,948 (24)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
558,948 (24)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.8%(24)

 

 

14

Type of Reporting Person
PN

 

(24)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-G Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

25

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
294,124 (25)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
294,124 (25)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
0.9%(25)

 

 

14

Type of Reporting Person
PN

 

(25)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-K Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

26

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
CAYMAN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
303,139 (26)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
303,139 (26)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
1.0%(26)

 

 

14

Type of Reporting Person
PN

 

(26)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Advent International GPE VIII-L Limited Partnership is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

27

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
CULLIGAN INTERNATIONAL COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
DELAWARE

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
11,269,104 (27)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,269,104 (27)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
35.5%(27)

 

 

14

Type of Reporting Person
CO

 

(27)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Culligan is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

28

 

CUSIP No.  G0443N107

13D

 

 

 

1

Names of Reporting Persons
AMBERJACK MERGER SUB LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
N/A

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):     o

 

 

6

Citizenship or Place of Organization
BRITISH VIRGIN ISLANDS

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
11,269,104 (28)

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,269,104 (28)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares   x

 

 

13

Percent of Class Represented by Amount in Row (11)
35.5%(28)

 

 

14

Type of Reporting Person
N/A

 

(28)

An aggregate of 11,269,104 ordinary shares of AquaVenture Holdings Limited (the “Issuer”) are subject to Voting Agreements (the “Voting Agreements”), each dated as of December 23, 2019, by and between Culligan International Company (“Culligan”), on the one hand, and each of Douglas Brown and Element Partners (each, a “Stockholder” discussed in Items 3 and 4 below) representing shares beneficially owned by the Stockholders which were entered into in connection with the Agreement and Plan of Merger, dated as of December 23, 2019, by and among Culligan, Amberjack Merger Sub Limited (“Merger Subsidiary”) and the Issuer. The filing of this Schedule 13D shall not be construed as an admission that Merger Subsidiary is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any ordinary shares of the Issuer held by the Stockholders. Based on the number of ordinary shares of the Issuer outstanding as of November 4, 2019, the aggregate number of ordinary shares of the Issuer covered by the Voting Agreements and held by the Stockholders represents approximately 35.5% of the outstanding ordinary shares of the Issuer.

 

29

 

Item 1.

Security and Issuer

 

This statement relates to the ordinary shares, no par value (the “Shares”), issued by AquaVenture Holdings Limited (the “Issuer”). The address of the principal executive offices of the Issuer is c/o Conyers Corporate Services (BVI) Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140 Road Town, British Virgin Islands VG11110.

 

Item 2.

Identity and Background

 

This statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the following entities (collectively, the “Reporting Persons” and each individually a “Reporting Person”):

 

1.              Advent International Corporation, a Delaware corporation (“Advent”);

 

2.              Advent International GPE VIII, LLC, a Delaware limited liability company (“Advent Top GP”);

 

3.              GPE VIII GP s.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg (“Advent GP Luxembourg”);

 

4.              AP GPE VIII GP Limited Partnership, a Delaware limited partnership (“Advent GP AP”);

 

5.              GPE VIII GP Limited Partnership, a limited partnership organized under the laws of the Cayman Islands (“Advent GP Cayman”);

 

6.              Advent International GPE VIII Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

7.              Advent International GPE VIII-B-1 Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

30

 

8.              Advent International GPE VIII-B-2 Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

9.              Advent International GPE VIII-B-3 Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

10.       Advent International GPE VIII-B Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

11.       Advent International GPE VIII-C Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

12.       Advent International GPE VIII-D Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

13.       Advent International GPE VIII-F Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

14.       Advent International GPE VIII-H Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

15.       Advent International GPE VIII-I Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

16.       Advent International GPE VIII-J Limited Partnership, a limited partnership organized under the laws of Luxembourg;

 

17.       Advent Partners GPE VIII-A Limited Partnership, a Delaware limited partnership;

 

18.       Advent Partners GPE VIII-B Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

19.       Advent Partners GPE VIII Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

20.       Advent Partners GPE VIII-A Cayman Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

21.       Advent Partners GPE VIII Limited Partnership, a Delaware limited partnership;

 

22.       Advent International GPE VIII-A Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

23.       Advent International GPE VIII-E Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

24.       Advent International GPE VIII-G Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

25.       Advent International GPE VIII-K Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

26.       Advent International GPE VIII-L Limited Partnership, a limited partnership organized under the laws of the Cayman Islands;

 

27.       Culligan International Company, a Delaware corporation and an indirect subsidiary of Advent (“Culligan”); and

 

28.       Amberjack Merger Sub Limited, a business company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Culligan (“Merger Subsidiary”).

 

The entities listed in subparagraphs (6) through (16) above are herein collectively referred to as “Advent Luxembourg Funds.” The entities listed in subparagraphs (17) through (21) above are herein collectively referred to as “Advent AP Funds.” The entities listed in subparagraphs (22) through (26) above are herein collectively referred to as “Advent Cayman Funds.” Advent, Advent Top GP, Advent GP Luxembourg, Advent GP AP, Advent GP Cayman, the Advent Luxembourg Funds, the Advent AP Funds and the Advent Cayman Funds are herein collectively referred to as the “Advent Reporting Persons.”

 

Advent is the manager of Advent Top GP, which in turn is the General Partner of each of Advent GP Luxembourg, Advent GP AP and Advent GP Cayman.

 

Advent GP Luxembourg is the General Partner of each of the Advent Luxembourg Funds. Advent GP AP is the General Partner of each of the Advent AP Funds. Advent GP Cayman is the General Partner of each of the Advent Cayman Funds.

 

31

 

The Advent Reporting Persons may be deemed to be the beneficial owner of the Shares held by the Stockholders by virtue of their ownership interest in Culligan.

 

The address of the principal business and the principal office of the Advent Reporting Persons is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Advent is one of the largest and most experienced global private equity firms. The address of the principal business and the principal office of each of Culligan and Merger Subsidiary is 9399 W. Higgins Rd, Ste 1100, Rosemont, Illinois 60018. Founded in 1936 by Emmett Culligan, Culligan is a world leader in delivering water solutions that will improve the lives of its customers.

 

The name, business address, present principal occupation or employment and citizenship of each director and executive officer (including a director and officer who may be a controlling person) of Advent, Culligan and Merger Subsidiary is set forth on Schedule A.

 

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A attached hereto have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The total amount of funds required by Culligan to consummate the Merger (as defined below) is approximately $1.1 billion, plus related fees and expenses. The Reporting Persons expect these payments to be funded using cash proceeds from equity and debt financing.

 

The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 3.

 

Item 4.

Purpose of Transaction

 

As described in Item 3 above, this statement is being filed in connection with the Merger Agreement (as defined below) and the Voting Agreements (as defined below) (together with the Merger Agreement, the “Transaction Agreements”).

 

On December 23, 2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Culligan and Merger Subsidiary pursuant to which, subject to the satisfaction or waiver of the conditions therein, Merger Subsidiary will merge with and into the Issuer (the “Merger”), with the Issuer surviving as a wholly-owned subsidiary of Culligan. The Merger Agreement was unanimously approved by the members of the board of directors of the Issuer (the “Board”) and the Board resolved to recommend approval of the Merger Agreement to the Issuer’s shareholders.

 

Subject to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share, of no par value per share, of the Issuer issued and outstanding immediately prior to the Effective Time (other than shares held by the Company in treasury, or owned by Culligan or Merger Subsidiary or held by stockholders who are entitled to dissent and who properly demand dissenter’s rights under BVI law) will be converted into, and thereafter only represent the right to receive $27.10 in cash, without interest (the “Merger Consideration”).

 

As an inducement to enter into the Merger Agreement, each of Doug Brown and Element Partners (collectively, the “Stockholders”), whom are both stockholders of the Issuer have entered into Voting Agreements with Culligan (the “Voting Agreements”), pursuant to which the Stockholders have agreed, among other things, to vote their respective Shares (as defined in the Merger Agreement) for the approval and adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement. Based on the number of Shares of the Issuer as of November 4, 2019, the Stockholders signing Voting Agreements owned an aggregate of 35.50% of the outstanding Shares as of December 23, 2019.

 

32

 

The Stockholders have also agreed that they will vote their Shares against certain alternative corporate transactions, each as more fully described in the Voting Agreement, until the earliest to occur of (i) the effectiveness of the Merger, (ii) the date the Merger Agreement is validly terminated, (iii) the date that any (A) amendment or change to the Merger Agreement is effected without the Stockholder’s consent that decreases the Merger Consideration or changes the form or consideration payable under the Merger Agreement to the Stockholders or (B) any amendment or change to the Merger Agreement that is not approved by the Board is effected without the Stockholders’ consent that materially and adversely affects the Stockholders, or (iv) mutual written agreement of the Stockholders and Culligan.

 

Shared voting power with respect to the Shares owned by the Stockholders may be deemed to have been acquired through execution of the Voting Agreements. The Advent Reporting Persons may be deemed to be the beneficial owner of the Shares held by the Stockholders by virtue of their ownership interest in Culligan. The Reporting Persons have not expended any funds in connection with the execution of the Voting Agreements.

 

Schedule B attached hereto contains the names and number of Shares beneficially held by each Stockholder (as represented to Culligan by the Issuer and the Stockholders).

 

The purpose of the Merger is to acquire the control of, and, the entire equity interest in, the Issuer while allowing the Issuer’s stockholders an opportunity to receive the Merger Consideration. Culligan and Merger Subsidiary intend to consummate the Merger as promptly as practicable, subject to the satisfaction or waiver of certain conditions. At the effective time of the Merger, (i) the certificate of incorporation of the Issuer will be amended and restated in its entirety as set forth in an exhibit to the Merger Agreement, (ii) the bylaws of Merger Subsidiary, as in effect immediately prior to the effective time of the Merger, will be the bylaws of the Issuer and (iii) the directors and officers of Merger Subsidiary immediately prior to the effective time of the Merger will be the initial directors and officers of the Issuer.

 

Following the Merger, the Shares will no longer be traded on the New York Stock Exchange, there will be no public market for the Shares, and registration of the Shares under the Exchange Act will be terminated.

 

Except as set forth in this Statement and in connection with the Merger described above, the Reporting Persons do not have any plan or proposals that relate to or would result in any of the transactions described in Item 4 of this Schedule 13D.

 

The foregoing descriptions of the Merger Agreement and the Voting Agreements do not purport to be complete and are qualified in their entirety by reference to such agreements. A copy of the Merger Agreement is incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 23, 2019. Copies of the Voting Agreements, which are attached as Exhibit 2.1 and 2.2 to this Schedule 13D, are incorporated herein by reference.

 

The Merger has not yet been consummated. The foregoing is neither an offer to purchase nor a solicitation of an offer to sell Shares.

 

Item 5.

Interest in Securities of the Issuer

 

(a) and (b) Other than those Shares that may be deemed to be beneficially owned in connection with the Transaction Agreements, the Reporting Persons have not acquired and, for the purposes of Rule 13d-4 promulgated under the Exchange Act, do not beneficially own any Shares.

 

As a result of the Transaction Agreements, the Reporting Persons may be deemed to have the power to vote up to an aggregate of 11,269,104 Shares against certain matters set forth in Item 4 above, and thus, for the purpose of Rule 13d-3 promulgated under the Exchange Act, the Reporting Persons may each be deemed to be the beneficial owner of the number of Shares corresponding to each Reporting Person as set forth above in this Schedule 13D. All Shares that may be deemed to be beneficially owned by the Reporting Persons constitute approximately 35.50% of the issued and outstanding Shares as of December 23, 2019 (as represented by the Issuer in the Merger Agreement).

 

33

 

The Reporting Persons are not entitled to any rights as stockholders of the Issuer as to the Shares covered by the Transaction Agreements, except as otherwise expressly provided in the Transaction Agreements.  This Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for the purposes of Section 13(d) of the Securities Exchange Act of 1934, the beneficial owners of any ordinary shares of the Issuer covered by the Transaction Agreements.

 

Except as set forth in this Item 5(a), none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons named in Schedule A hereto beneficially own any Shares.

 

(c) Except for the Transaction Agreements described above, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Schedule A or Item 5(a).

 

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

 

(e) Inapplicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Except for the Transaction Agreements described above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in Item 2 or between such persons and any other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

 

Item 7.

Material to Be Filed as Exhibits

 

 2.1

 

Voting Agreement, dated as of December 23, 2019, by and between Culligan International Company and Element Partners II L.P., Element II-A, L.P., Element Partners II Intrafund, L.P., DJF Element, L.P. and DJF Element Intrafund, L.P.*

 2.2

 

Voting Agreement, dated as of December 23, 2019, by and between Culligan International Company and Doug Brown*

99.1

 

Joint Filing Agreement, dated as of January 2, 2020, by and among Culligan International Company and Amberjack Merger Sub Limited*

 

*  Filed herewith.

 

34

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: January 2, 2020

 

ADVENT INTERNATIONAL CORPORATION

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

 

 

 

 

Date: January 2, 2020

 

CULLIGAN INTERNATIONAL COMPANY

 

 

 

 

 

 

/s/ Frank John Griffith

 

 

Name:

Frank John Griffith

 

 

Title:

Vice President and General Counsel

 

 

 

 

Date: January 2, 2020

 

AMBERJACK MERGER SUB LIMITED

 

 

 

 

 

 

/s/ Samuel Allen Hamood

 

 

Name:

Samuel Allen Hamood

 

 

Title:

Sole Director

 

 

 

 

Date: January 2, 2020

 

 

 

 

ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP
ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP

 

By: GPE VIII GP S.À R.L., GENERAL PARTNER
By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER

 

 

 

 

 

/s/ Justin Nuccio

 

 

Justin Nuccio, Manager

 

 

 

 

 

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

 

35

 

Date: January 2, 2020

 

 

 

 

ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS VIII CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP

 

By: AP GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

 

 

 

Date: January 2, 2020

 

ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP

 

By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

Date: January 2, 2020

 

 

 

 

 

GPE VIII S.À R.L.

 

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER

 

 

 

 

 

/s/ Justin Nuccio

 

 

Justin Nuccio, Manager

 

 

 

 

 

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

 

36

 

Date: January 2, 2020

 

AP GPE VIII GP LIMITED PARTNERSHIP

 

 

 

 

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

 

 

 

 

Date: January 2, 2020

 

GPE VIII GP LIMITED PARTNERSHIP

 

 

 

 

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

 

 

 

 

Date: January 2, 2020

 

ADVENT INTERNATIONAL GPE VIII, LLC

 

 

 

 

 

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

 

/s/ James Westra

 

 

Name:

James Westra

 

 

Title:

General Counsel and Managing Partner

 

37

 

SCHEDULE A

 

1.

Advent International Corporation

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Advent International Corporation (“Advent”), are set forth below. If no business address is given, the director’s or executive officer’s business address is Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-8069. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Advent. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

 

Name

 

Position with Advent
International Corporation

 

Principal Occupation
(if different)

Peter A. Brooke

 

Director, Chairman Emeritus

 

 

Thomas H. Lauer

 

Director

 

 

Richard F. Kane

 

Senior Vice President of Operations and Business Development & Managing Director; Assistant Secretary

 

 

Eileen Sivolella

 

Senior Vice President & Managing Director; Chief Financial Officer; Treasurer; Assistant Secretary

 

 

James R. Westra

 

Senior Vice President & Managing Partner; Chief Legal Officer; General Counsel

 

 

Andrew D. Dodge

 

Vice President; Deputy General Counsel; Secretary

 

 

Heather R. Zuzenak

 

Chief Compliance Officer

 

 

Jarlyth H. Gibson

 

Risk Officer; Assistant Treasurer

 

 

James G.A. Brocklebank

 

Senior Vice President & Managing Partner; Executive Officers’ Committee Member

 

 

Patrice Etlin

 

Senior Vice President & Managing Partner; Executive Officers’ Committee Member

 

 

Jan Janshen

 

Senior Vice President & Managing Partner; Executive Officers’ Committee Member

 

 

David M. Mussafer

 

Director; Chairman & Managing Partner; Executive Officers’ Committee Member

 

 

David M. McKenna

 

Director; Senior Vice President & Managing Partner; Executive Officers’ Committee Member

 

 

Steven M. Tadler

 

Director

 

 

John F. Brooke

 

Director

 

Managing Director of Brooke Private Equity Associates (1)

Mark Hoffman

 

Director

 

 

 

38

 

2.

Culligan International Company

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Culligan International Company (“Culligan”), are set forth below. If no business address is given, the director’s or executive officer’s business address is 9399 W. Higgins Rd, Ste 1100, Rosemont, IL 60018. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Culligan. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

 

Name

 

Present Principal Occupation Including Name and Address of Employer

Directors

 

 

 

 

 

Scott G. Clawson

 

President and Chief Executive Officer and Director

 

 

 

Judd H. Larned

 

President, North America and Director

 

 

 

Samuel Allen Hamood

 

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

Name

 

Present Principal Occupation Including Name and Address of Employer

Executive Officers (Who Are Not Directors)

 

 

 

 

 

Gary Parkinson

 

Senior Vice President and Chief Human Resources Officer

 

 

 

Brandt McKee

 

President, Americas

 

 

 

Lawrence S. Holzman

 

Senior Vice President

 

 

 

Ramona Cibas

 

Vice President and Controller

 

 

 

Frank John Griffith

 

Vice President, General Counsel & Secretary

 

 

 

Braulio Sanchez

 

Vice President of Tax

 

 

 

Andrew Kellogg

 

Vice President of Treasury

 

39

 

3.

Amberjack Merger Sub Limited

 

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Amberjack Merger Sub Limited (“Merger Subsidiary”) are set forth below. If no business address is given, the director’s or executive officer’s business address is 9399 W. Higgins Rd, Ste 1100, Rosemont, IL 60018. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Merger Subsidiary. Unless otherwise indicated below, all of the persons listed below are citizens of the United States of America.

 

Name

 

Present Principal Occupation Including Name and Address of Employer

 

 

 

Directors

 

 

 

 

 

Samuel Allen Hamood

 

Sole Director

 

Name

 

Present Principal Occupation Including Name and Address of Employer

 

 

 

Executive Officers (Who Are Not Directors)

 

 

 

 

 

N/A

 

 

 

40

 

SCHEDULE B

 

Stockholder

 

Shares Beneficially Owned (1)

 

Element Partners

 

9,568,818

 

Doug Brown

 

1,700,286

 

 

(1)     As of November 4, 2019, as provided by the Issuer.

 

41

 EX-2.1 2 a20-1077_1ex2d1.htm EX-2.1

Exhibit 2.1

 

EXECUTION VERSION

 

VOTING AGREEMENT

 

THIS VOTING AGREEMENT (“Agreement”), dated as of December 23, 2019, is made by and between Culligan International Company, a Delaware corporation (“Parent”), and the undersigned holder (the “Shareholder”) of ordinary shares, of no par value, of AquaVenture Holdings Limited, a business incorporated under the laws of the British Virgin Islands (the “Company”).

 

WHEREAS, Parent, Amberjack Merger Sub Limited, a business incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, concurrently with the signing of this Agreement, are entering into an Agreement and Plan of Merger, dated as of even date herewith (as such agreement may be subsequently amended or modified, the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”);

 

WHEREAS, the Shareholder beneficially owns and has sole or shared voting power with respect to the number of the Company’s ordinary shares, and holds stock options or other rights to acquire beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the number of the Company’s ordinary shares indicated opposite the Shareholder’s name on Schedule 1 attached hereto (together with any New Shares (defined in Section 2 below), the “Shares”);

 

WHEREAS, as an inducement and a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, and in consideration of the substantial expenses incurred and to be incurred by them in connection therewith, the Shareholder has agreed to enter into and perform this Agreement; and

 

WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.

 

NOW, THEREFORE, in consideration of, and as a condition to, Parent entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration of the expenses incurred and to be incurred by Parent in connection therewith, the Shareholder and Parent agree as follows:

 

1.                                      Agreement to Vote Shares.  The Shareholder agrees that, prior to the Expiration Date (as defined in Section 2 below), at any meeting of the Shareholders of the Company and at any adjournment or postponement thereof, and in connection with any written consent of the Shareholders of the Company, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall:

 

(a)                                 appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and

 

(b)                                 from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered)

 

 

covering all of the Shares that such Shareholder shall be entitled to so vote:  (i) in favor of adoption and approval of the Merger Agreement and all other transactions contemplated by the Merger Agreement as to which Shareholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to the Company’s or any of its Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against (A) any Acquisition Proposal, (B) any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and all other transactions contemplated by the Merger Agreement, (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, (D) any change in the majority of the board of directors of the Company and (E) any material change in the capitalization of the Company or the Company’s corporate structure. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

 

2.              Expiration Date.  As used in this Agreement, the term “Expiration Date” shall mean the earlier to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Article VII thereof, (c) such date and time as (A) any amendment or change to the Merger Agreement is effected without the Shareholder’s consent that decreases the Merger Consideration or changes the form of consideration payable under the Merger Agreement to the Shareholder, or (B) any amendment or change to the Merger Agreement that is not approved by the Board of Directors of the Company is effected without the Shareholder’s consent that materially and adversely affects the Shareholder, or (d) upon mutual written agreement of the parties to terminate this Agreement.  Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any fraud, willful breach of this Agreement or acts of bad faith prior to termination hereof.

 

3.                                      Additional Purchases.  The Shareholder agrees that any ordinary shares of the Company that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) after the execution of this Agreement and prior to the Expiration Date, whether by the exercise of any stock options or otherwise (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares as of the date hereof and the representation and warranties in Section 5 below shall be true and correct as of the date that beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of such New Shares is acquired.  The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any New Shares.

 

2

 

4.                                      Agreement to Retain Shares.  From and after the date hereof until the Expiration Date, the Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (including the voting rights thereunder or by the creation of a Lien), (b) deposit any Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a Lien) any Shares, or (d) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing the Shareholder’s obligations under this Agreement.  Notwithstanding the foregoing, the Shareholder may make (i) transfers by will or by operation of law or other transfers for estate planning purposes; provided, that, as a precondition to such transfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, and (ii) as Parent may otherwise agree in writing in its sole and absolute discretion.

 

5.                                      Representations and Warranties of the Shareholder.  The Shareholder hereby represents and warrants to Parent as follows:

 

(a)                                 the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder;

 

(b)                                 this Agreement (assuming this Agreement constitutes a valid and binding agreement of Parent) has been duly executed and delivered by or on behalf of the Shareholder and constitutes a valid and binding agreement with respect to the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally;

 

(c)                                  the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1 free and clear of any Liens, and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement;

 

(d)                                 the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and the compliance by the Shareholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is

 

3

 

bound, or any law, statute, rule or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and

 

(e)                                  the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by the Shareholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of his obligations under this Agreement in any material respect.

 

6.                                      Irrevocable Proxy.  Subject to the last sentence of this Section 6, by execution of this Agreement, the Shareholder does hereby irrevocably and the fullest extent permitted by law appoint Parent with full power of substitution and resubstitution, as the Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the Shareholder’s rights with respect to the Shares, to vote each of such Shares, or to execute a written consent, solely with respect to the matters set forth in Section 1 hereof.  The Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date and hereby revokes any proxy previously granted by the Shareholder with respect to the Shares.  Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date of this Agreement.  The Shareholder hereby revokes any proxies previously granted, and represents that none of such previously-granted proxies are irrevocable.

 

7.                                      No Solicitation.  From and after the date hereof until the Expiration Date, Shareholder shall not: (a) solicit, initiate or knowingly encourage (including by way of furnishing non-public information or other assistance), or take other action to facilitate, any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, an Acquisition Proposal, (c) endorse, approve or enter into any agreement with respect to an Acquisition Proposal (other than the Merger Agreement), (d) solicit proxies, become a “participant” in a “solicitation” or take any action to facilitate a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement), (e) initiate a Shareholders’ vote or action by consent of the Company’s Shareholders with respect to an Acquisition Proposal, (f) except by reason of this Agreement, become a member of a “group” (as such term is used in Rule 13d-5(b)(1) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal or (g) knowingly take any action that would result in the revocation or invalidation of the proxy contemplated by this Agreement.

 

8.                                      Waiver of Appraisal Rights.  The Shareholder hereby waives, and agrees not to exercise or assert, any appraisal rights under the BVI Act in connection with the Merger.

 

9.                                      No Limitation on Discretion as Director or Fiduciary.  Notwithstanding anything herein to the contrary, the covenants and agreements set forth herein shall not prevent the Shareholder, if the Shareholder is serving on the Board of Directors of the Company, from

 

4

 

exercising his duties and obligations as a director of the Company or otherwise taking any action, subject to compliance with the applicable provisions of the Merger Agreement, while acting in such capacity as a director of the Company.  The Shareholder is executing this Agreement solely in his capacity as a Shareholder.

 

10.                               Specific Performance.  The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached.  It is accordingly agreed that the parties shall be entitled to specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court in any competent jurisdiction, in addition to any other remedy to which they may be entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived.

 

11.                               Further Assurances.  The Shareholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Parent may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.

 

12.                               Notice.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Parent in accordance with Section 8.4 of the Merger Agreement and to each Shareholder at its address set forth on Schedule 1 attached hereto (or at such other address for a party as shall be specified by like notice).

 

13.                               Severability.  If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

 

14.                               Binding Effect and Assignment.  All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be.  This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto; provided, however, that, notwithstanding the foregoing, Parent may assign its rights and obligations under this Agreement to any Subsidiary.

 

15.                               No Waivers.  No waivers of any breach of this Agreement extended by Parent to the Shareholder shall be construed as a waiver of any rights or remedies of Parent with respect to any other Shareholder of the Company who has executed an agreement substantially in the form

 

5

 

of this Agreement with respect to Shares held or subsequently held by such Shareholder or with respect to any subsequent breach of the Shareholder or any other such Shareholder of the Company.  No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

 

16.                               Governing Law; Jurisdiction and Venue.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its rules of conflict of laws.  The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts located in the Borough of Manhattan, City of New York and of the United States of America located in such state (the “New York Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the New York Courts and agree not to plead or claim in any New York Court that such litigation brought therein has been brought in any inconvenient forum.

 

17.                               Waiver of Jury Trial.  The parties hereto hereby waive any right to trial by jury with respect to any action or proceeding related to or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.

 

18.                               No Agreement Until Executed.  Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s memorandum of association and articles of association, each as amended, the transactions contemplated by the Merger Agreement and (b) this Agreement is executed by all parties hereto.

 

19.                               Attorney’s Fees.  If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

 

20.                               Certain Adjustments.  In the event of a stock split, stock dividend or distribution, or any change in the ordinary shares of the Company by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the term Shares shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which any or all of such shares are changed or exchanged or which have been received in such transaction.

 

21.                               Entire Agreement; Amendment.  This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof.  This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party hereto.

 

6

 

22.                               Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction of interpretation of this Agreement.

 

23.                               Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows Next]

 

7

 

EXECUTED as of the date first above written.

 

 

SHAREHOLDER

 

 

 

ELEMENT PARTNERS II L.P.

 

 

 

By:

Element Partners II G.P., L.P.

 

Its General Partner

 

 

 

By:

Element II G.P., LLC

 

Its General Partner

 

 

 

By:

/s/ David Lincoln

 

 

David Lincoln, Managing Member

 

 

ELEMENT II-A, L.P.

 

 

 

By:

Element Partners II-A, L.P.

 

Its General Partner

 

 

 

By:

Element II-A, G.P., LLC

 

Its General Partner

 

 

 

By:

/s/ David Lincoln

 

 

David Lincoln, Managing Member

 

[Signature Page to Voting Agreement]

 

 

 

ELEMENT PARTNERS II INTRAFUND, L.P.

 

 

 

By: Element Partners II G.P., L.P.

 

Its General Partner

 

 

 

By: Element II G.P., LLC

 

Its General Partner

 

 

 

By:

/s/ David Lincoln

 

 

David Lincoln, Managing Member

 

 

DJF ELEMENT, L.P.

 

 

 

By: DJF Partners, LLC

 

Its General Partner

 

 

 

By: Element Venture Partners, LLC

 

Its Managing Member

 

 

 

By:

/s/ David Lincoln

 

 

David Lincoln, Managing Member

 

 

DJF ELEMENT INTRAFUND, L.P.

 

 

 

By: DJF Element Partners, LLC

 

Its General Partner

 

 

 

By: Element Venture Partners, LLC

 

Its Managing Member

 

 

 

By:

/s/ David Lincoln

 

 

David Lincoln, Managing Member

 

[Signature Page to Voting Agreement]

 

 

EXECUTED as of the date first above written.

 

 

CULLIGAN INTERNATIONAL COMPANY

 

 

 

By:

/s/ Frank John Griffith

 

Name:

Frank John Griffith

 

Title:

Vice President and General Counsel

 

[Signature Page to Voting Agreement]

 

 

SCHEDULE 1

 

Shareholder & Address

 

Ordinary
Shares

 

Options

 

Restricted
Share Units

 

Phantom
Share Units

 

Element Partners (and affiliated entities)
C/o Element Partners
565 E. Swedes Lord Road,
Suite 207
Wayne, Pennsylvania
19087

 

9,568,818

 

—

 

—

 

—

 

 

 EX-2.2 3 a20-1077_1ex2d2.htm EX-2.2

Exhibit 2.2

 

EXECUTION VERSION

 

VOTING AGREEMENT

 

THIS VOTING AGREEMENT (“Agreement”), dated as of December 23, 2019, is made by and between Culligan International Company, a Delaware corporation (“Parent”), and the undersigned holder (the “Shareholder”) of ordinary shares, of no par value, of AquaVenture Holdings Limited, a business incorporated under the laws of the British Virgin Islands (the “Company”).

 

WHEREAS, Parent, Amberjack Merger Sub Limited, a business incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, concurrently with the signing of this Agreement, are entering into an Agreement and Plan of Merger, dated as of even date herewith (as such agreement may be subsequently amended or modified, the “Merger Agreement”), providing for the merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”);

 

WHEREAS, the Shareholder beneficially owns and has sole or shared voting power with respect to the number of the Company’s ordinary shares, and holds stock options or other rights to acquire beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the number of the Company’s ordinary shares indicated opposite the Shareholder’s name on Schedule 1 attached hereto (together with any New Shares (defined in Section 2 below), the “Shares”);

 

WHEREAS, as an inducement and a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement, and in consideration of the substantial expenses incurred and to be incurred by them in connection therewith, the Shareholder has agreed to enter into and perform this Agreement; and

 

WHEREAS, all capitalized terms used in this Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement.

 

NOW, THEREFORE, in consideration of, and as a condition to, Parent entering into the Merger Agreement and proceeding with the transactions contemplated thereby, and in consideration of the expenses incurred and to be incurred by Parent in connection therewith, the Shareholder and Parent agree as follows:

 

1.                                      Agreement to Vote Shares.  The Shareholder agrees that, prior to the Expiration Date (as defined in Section 2 below), at any meeting of the Shareholders of the Company and at any adjournment or postponement thereof, and in connection with any written consent of the Shareholders of the Company, with respect to the Merger, the Merger Agreement or any Acquisition Proposal, the Shareholder shall:

 

(a)                                 appear at such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and

 

(b)                                 from and after the date hereof until the Expiration Date, vote (or cause to be voted), or deliver a written consent (or cause a written consent to be delivered)

 

 

covering all of the Shares that such Shareholder shall be entitled to so vote:  (i) in favor of adoption and approval of the Merger Agreement and all other transactions contemplated by the Merger Agreement as to which Shareholders of the Company are called upon to vote or consent in favor of any matter necessary for consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Company or any of its Subsidiaries or Affiliates under the Merger Agreement or that would reasonably be expected to result in any of the conditions to the Company’s or any of its Subsidiaries or Affiliates’ obligations under the Merger Agreement not being fulfilled; and (iii) against (A) any Acquisition Proposal, (B) any agreement, transaction or other matter that is intended to, or would reasonably be expected to, impede, interfere with, delay, postpone, discourage or materially and adversely affect the consummation of the Merger and all other transactions contemplated by the Merger Agreement, (C) any reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries, (D) any change in the majority of the board of directors of the Company and (E) any material change in the capitalization of the Company or the Company’s corporate structure. The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

 

2.              Expiration Date.  As used in this Agreement, the term “Expiration Date” shall mean the earlier to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated pursuant to Article VII thereof, (c) such date and time as (A) any amendment or change to the Merger Agreement is effected without the Shareholder’s consent that decreases the Merger Consideration or changes the form of consideration payable under the Merger Agreement to the Shareholder, or (B) any amendment or change to the Merger Agreement that is not approved by the Board of Directors of the Company is effected without the Shareholder’s consent that materially and adversely affects the Shareholder, or (d) upon mutual written agreement of the parties to terminate this Agreement.  Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any fraud, willful breach of this Agreement or acts of bad faith prior to termination hereof.

 

3.                                      Additional Purchases.  The Shareholder agrees that any ordinary shares of the Company that the Shareholder purchases or with respect to which the Shareholder otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) after the execution of this Agreement and prior to the Expiration Date, whether by the exercise of any stock options or otherwise (“New Shares”), shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares as of the date hereof and the representation and warranties in Section 5 below shall be true and correct as of the date that beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of such New Shares is acquired.  The Shareholder agrees to promptly notify Parent in writing of the nature and amount of any New Shares.

 

2

 

4.                                      Agreement to Retain Shares.  From and after the date hereof until the Expiration Date, the Shareholder shall not, directly or indirectly, (a) sell, assign, transfer, tender, or otherwise dispose of (including, without limitation, the voting rights thereunder or by the creation of a Lien) or otherwise permit the sale, assignment, transfer, tender or disposition of any Shares (including the voting rights thereunder or by the creation of a Lien), (b) deposit any Shares into a voting trust or enter into a voting agreement or similar arrangement with respect to such Shares or grant any proxy or power of attorney with respect thereto, (c) enter into any contract, option, commitment or other arrangement or understanding with respect to the direct or indirect sale, transfer, assignment or other disposition of (including, without limitation, by the creation of a Lien) any Shares, or (d) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing the Shareholder’s obligations under this Agreement.  Notwithstanding the foregoing, the Shareholder may make (i) transfers by will or by operation of law or other transfers for estate planning purposes; provided, that, as a precondition to such transfers, the transferee agrees in a written instrument, reasonably satisfactory in form and substance to Parent, to be bound by all of the terms of this Agreement, and (ii) as Parent may otherwise agree in writing in its sole and absolute discretion.

 

5.                                      Representations and Warranties of the Shareholder.  The Shareholder hereby represents and warrants to Parent as follows:

 

(a)                                 the Shareholder has the full power and authority to execute and deliver this Agreement and to perform the Shareholder’s obligations hereunder;

 

(b)                                 this Agreement (assuming this Agreement constitutes a valid and binding agreement of Parent) has been duly executed and delivered by or on behalf of the Shareholder and constitutes a valid and binding agreement with respect to the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity and by bankruptcy, insolvency and similar laws affecting creditors’ rights and remedies generally;

 

(c)                                  the Shareholder beneficially owns the number of Shares indicated opposite such Shareholder’s name on Schedule 1 free and clear of any Liens, and has sole or shared, and otherwise unrestricted, voting power with respect to such Shares and none of the Shares are subject to any voting trust or other agreement, arrangement, or restriction with respect to the voting of the Shares, except as contemplated by this Agreement;

 

(d)                                 the execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of his or her obligations hereunder and the compliance by the Shareholder with any provisions hereof will not, violate or conflict with, result in a material breach of or constitute a default (or an event that with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any Shares pursuant to, any agreement, instrument, note, bond, mortgage, contract, lease, license, permit or other obligation or any order, arbitration award, judgment or decree to which the Shareholder is a party or by which the Shareholder is

 

3

 

bound, or any law, statute, rule or regulation to which the Shareholder is subject or, in the event that the Shareholder is a corporation, partnership, trust or other entity, any bylaw or other organizational document of the Shareholder; and

 

(e)                                  the execution and delivery of this Agreement by the Shareholder does not, and the performance of this Agreement by the Shareholder does not and will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority by the Shareholder except for applicable requirements, if any, of the Exchange Act, and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or delay the performance by the Shareholder of his obligations under this Agreement in any material respect.

 

6.                                      Irrevocable Proxy.  Subject to the last sentence of this Section 6, by execution of this Agreement, the Shareholder does hereby irrevocably and the fullest extent permitted by law appoint Parent with full power of substitution and resubstitution, as the Shareholder’s true and lawful attorney and irrevocable proxy, to the fullest extent of the Shareholder’s rights with respect to the Shares, to vote each of such Shares, or to execute a written consent, solely with respect to the matters set forth in Section 1 hereof.  The Shareholder intends this proxy to be irrevocable and coupled with an interest hereunder until the Expiration Date and hereby revokes any proxy previously granted by the Shareholder with respect to the Shares.  Notwithstanding anything contained herein to the contrary, this irrevocable proxy shall automatically terminate upon the Expiration Date of this Agreement.  The Shareholder hereby revokes any proxies previously granted, and represents that none of such previously-granted proxies are irrevocable.

 

7.                                      No Solicitation.  From and after the date hereof until the Expiration Date, Shareholder shall not: (a) solicit, initiate or knowingly encourage (including by way of furnishing non-public information or other assistance), or take other action to facilitate, any inquiries or the making of any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (b) participate in any discussions or negotiations regarding, or that would reasonably be expected to lead to, an Acquisition Proposal, (c) endorse, approve or enter into any agreement with respect to an Acquisition Proposal (other than the Merger Agreement), (d) solicit proxies, become a “participant” in a “solicitation” or take any action to facilitate a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Acquisition Proposal (other than the Merger Agreement), (e) initiate a Shareholders’ vote or action by consent of the Company’s Shareholders with respect to an Acquisition Proposal, (f) except by reason of this Agreement, become a member of a “group” (as such term is used in Rule 13d-5(b)(1) of the Exchange Act) with respect to any voting securities of the Company that takes any action in support of an Acquisition Proposal or (g) knowingly take any action that would result in the revocation or invalidation of the proxy contemplated by this Agreement.

 

8.                                      Waiver of Appraisal Rights.  The Shareholder hereby waives, and agrees not to exercise or assert, any appraisal rights under the BVI Act in connection with the Merger.

 

9.                                      No Limitation on Discretion as Director or Fiduciary.  Notwithstanding anything herein to the contrary, the covenants and agreements set forth herein shall not prevent the Shareholder, if the Shareholder is serving on the Board of Directors of the Company, from

 

4

 

exercising his duties and obligations as a director of the Company or otherwise taking any action, subject to compliance with the applicable provisions of the Merger Agreement, while acting in such capacity as a director of the Company.  The Shareholder is executing this Agreement solely in his capacity as a Shareholder.

 

10.                               Specific Performance.  The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof or was otherwise breached.  It is accordingly agreed that the parties shall be entitled to specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof, in any state or federal court in any competent jurisdiction, in addition to any other remedy to which they may be entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived.

 

11.                               Further Assurances.  The Shareholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Parent may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.

 

12.                               Notice.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to Parent in accordance with Section 8.4 of the Merger Agreement and to each Shareholder at its address set forth on Schedule 1 attached hereto (or at such other address for a party as shall be specified by like notice).

 

13.                               Severability.  If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

 

14.                               Binding Effect and Assignment.  All of the covenants and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the respective parties and their permitted successors, assigns, heirs, executors, administrators and other legal representatives, as the case may be.  This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto; provided, however, that, notwithstanding the foregoing, Parent may assign its rights and obligations under this Agreement to any Subsidiary.

 

15.                               No Waivers.  No waivers of any breach of this Agreement extended by Parent to the Shareholder shall be construed as a waiver of any rights or remedies of Parent with respect to any other Shareholder of the Company who has executed an agreement substantially in the form

 

5

 

of this Agreement with respect to Shares held or subsequently held by such Shareholder or with respect to any subsequent breach of the Shareholder or any other such Shareholder of the Company.  No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by any such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

 

16.                               Governing Law; Jurisdiction and Venue.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its rules of conflict of laws.  The parties hereto hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the courts located in the Borough of Manhattan, City of New York and of the United States of America located in such state (the “New York Courts”) for any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agree not to commence any litigation relating thereto except in such courts), waive any objection to the laying of venue of any such litigation in the New York Courts and agree not to plead or claim in any New York Court that such litigation brought therein has been brought in any inconvenient forum.

 

17.                               Waiver of Jury Trial.  The parties hereto hereby waive any right to trial by jury with respect to any action or proceeding related to or arising out of this Agreement, any document executed in connection herewith and the matters contemplated hereby and thereby.

 

18.                               No Agreement Until Executed.  Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of the Company has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Company’s memorandum of association and articles of association, each as amended, the transactions contemplated by the Merger Agreement and (b) this Agreement is executed by all parties hereto.

 

19.                               Attorney’s Fees.  If any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

 

20.                               Certain Adjustments.  In the event of a stock split, stock dividend or distribution, or any change in the ordinary shares of the Company by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the term Shares shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which any or all of such shares are changed or exchanged or which have been received in such transaction.

 

21.                               Entire Agreement; Amendment.  This Agreement supersedes all prior agreements, written or oral, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof.  This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by each party hereto.

 

6

 

22.                               Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction of interpretation of this Agreement.

 

23.                               Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument.

 

[Signature Page Follows Next]

 

7

 

EXECUTED as of the date first above written.

 

 

SHAREHOLDER

 

 

 

 

 

/s/ Douglas R. Brown

 

Name: Douglas R. Brown

 

 

 

/s/ Deborah Brown

 

Name: Deborah Brown

 

[Signature Page to Voting Agreement]

 

 

EXECUTED as of the date first above written.

 

 

CULLIGAN INTERNATIONAL COMPANY

 

 

 

 

 

By:

/s/ Frank John Griffith

 

Name:

Frank John Griffith

 

Title:

Vice President and General Counsel

 

[Signature Page to Voting Agreement]

 

 

SCHEDULE 1

 

Shareholder & Address

 

Ordinary
Shares

 

Options

 

Restricted
Share Units

 

Phantom
Share Units

 

Douglas Brown

C/o Conyers Corp.

Services (B.V.I.) Ltd.

Commerce House,

Wickhams Cay 1

Road Town, D8 VG1110

 

1,700,286

 

660,496

 

76,637

 

—

 

 

 EX-99.1 4 a20-1077_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, no par value, of AquaVenture Holdings Limited, a business company incorporated under the laws of the British Virgin Islands, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 2 day of January, 2020.

 

 

ADVENT INTERNATIONAL CORPORATION

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner

 

 

 

CULLIGAN INTERNATIONAL COMPANY

 

 

 

/s/ Frank John Griffith

 

Frank John Griffith

 

Vice President and General Counsel

 

 

 

AMBERJACK MERGER SUB LIMITED

 

 

 

/s/ Samuel Allen Hamood

 

Name:

Samuel Allen Hamood

 

Title:

Sole Director

 

 

 

 

 

 

ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP

ADVENT INTERNAIONAL GPE VIII-H LIMITED PARTNERSHIP

 

 

 

ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP

ADVENT INTERNATIONAL VIII-J LIMITED PARTNERSHIP

 

 

 

By: GPE VIII GP S.À R.L., GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER

 

 

 

/s/ Justin Nuccio

 

Justin Nuccio, Manager

 

 

 

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner

 

 

 

 

ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP

ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP

 

 

 

 

By: AP GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner

 

 

 

 

ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP

ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP

 

 

 

 

By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER

 

 

 

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner

 

 

 

 

GPE VIII GP S.À R.L.

 

 

 

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER

 

 

 

/s/ Justin Nuccio

 

Justin Nuccio, Manager

 

 

 

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner

 

 

 

 

AP GPE VIII GP LIMITED PARTNERSHIP

 

 

 

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner

 

 

 

 

GPE VIII GP LIMITED PARTNERSHIP

 

 

 

By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner

 

 

 

 

ADVENT INTERNATIONAL GPE VIII, LLC

 

By: ADVENT INTERNATIONAL CORPORATION, MANAGER

 

 

 

/s/ James Westra

 

Name:

James Westra

 

Title:

General Counsel and Managing Partner