0000895345-18-000058.txt : 20180214 0000895345-18-000058.hdr.sgml : 20180214 20180214070536 ACCESSION NUMBER: 0000895345-18-000058 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 GROUP MEMBERS: AEA EWT HOLDINGS GP LLC GROUP MEMBERS: AEA EWT HOLDINGS LP GROUP MEMBERS: AEA INVESTORS FUND V-A LP GROUP MEMBERS: AEA INVESTORS FUND V-B LP GROUP MEMBERS: AEA INVESTORS LP GROUP MEMBERS: AEA INVESTORS PARTICIPANT FUND V LP GROUP MEMBERS: AEA INVESTORS PARTNERS V LP GROUP MEMBERS: AEA INVESTORS PF V LLC GROUP MEMBERS: AEA INVESTORS QP PARTICIPANT FUND V LP GROUP MEMBERS: AEA MANAGEMENT (CAYMAN) LTD. GROUP MEMBERS: JOHN L. GARCIA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Evoqua Water Technologies Corp. CENTRAL INDEX KEY: 0001604643 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90315 FILM NUMBER: 18607008 BUSINESS ADDRESS: STREET 1: 210 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 724-772-0044 MAIL ADDRESS: STREET 1: 210 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EWT Holdings I Corp. DATE OF NAME CHANGE: 20140403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AEA INVESTORS FUND V LP CENTRAL INDEX KEY: 0001534662 IRS NUMBER: 981019545 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-644-5900 MAIL ADDRESS: STREET 1: P.O. BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13G 1 ab13g-evoqua_aea.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934
 
(Amendment No. __)*
 
 
Evoqua Water Technologies Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
30057T105
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
Rule 13d-1(b)
Rule 13d-1(c)
ý Rule 13d-1(d)
 
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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. 30057T105
13G
 
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors Fund V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 
 

 
 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 

 
 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA EWT Holdings LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)(2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)(2)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (3)(4)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Excludes 32,667,878 shares of common stock owned by certain stockholders who have granted AEA EWT Holdings LP an irrevocable voting proxy with respect to such shares.  See Item 4 below.
(3)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
(4)
The percentage represented by the amount in Row (9), together with the aggregate 32,667,878 shares of common stock excluded from Row (9) as described in footnote (2), is 69.4%. See Item 4 below.
 
 

 
 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA EWT Holdings GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 
 

 
 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors Participant Fund V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 

 
 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors QP Participant Fund V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 

 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors PF V LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)☐
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 

 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors Fund V-A LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 
 

 
 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors Fund V-B LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 
 

 
 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Investors Partners V LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 

 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
AEA Management (Cayman) Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 

 
CUSIP No. 30057T105
13G
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
John L. Garcia
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
45,972,599 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
45,972,599 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
45,972,599 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
40.6% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
(1)
See Item 4 below.
(2)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 

 
Item 1 (a).  Name of Issuer:
 
Evoqua Water Technologies Corp.
 
Item 1 (b).  Address of Issuer’s Principal Executive Offices:
 
210 Sixth Avenue, Pittsburgh, Pennsylvania 15222, USA
 
Item 2 (a).  Name of Person Filing:
 
This Schedule 13G is being filed on behalf of the following persons (collectively, the Reporting Persons):*
 
 
(i)
AEA Investors Fund V LP;
 
 
(ii)
AEA Investors LP;
 
 
(iii)
AEA EWT Holdings LP;
 
 
(iv)
AEA EWT Holdings GP LLC;
 
 
(v)
AEA Investors Participant Fund V LP;
 
 
(vi)
AEA Investors QP Participant Fund V LP;
 
 
(vii)
AEA Investors PF V LLC;
 
 
(viii)
AEA Investors Fund V-A LP;
 
 
(ix)
AEA Investors Fund V-B LP;
 
 
(x)
AEA Investors Partners V LP;
 
 
(xi)
AEA Management (Cayman) Ltd.; and
 
 
(xii)
Dr. John L. Garcia
 
 
The Reporting Persons have entered into a joint filing agreement, dated as of February 14, 2018, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which such Reporting Persons have agreed to file this statement jointly in accordance with the provisions of 13d-1(k)(1) under the Securities Act of 1934.
 
*Neither the present filing nor anything contained herein shall be construed as an admission that two or more Reporting Persons constitute a person for any purposes other than Section 13(d) of the Securities Exchange Act of 1934, as amended.
 
Item 2 (b).  Address of Principal Business Office or, if none, Residence:
 
The address for each of:
 
AEA Investors Fund V LP
AEA Investors Fund V-A LP
AEA Investors Fund V-B LP
AEA Investors Partners V LP
AEA Management (Cayman) Ltd.
 
is P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
 
The address for each of:
 
AEA Investors LP
AEA EWT Holdings LP
AEA EWT Holdings GP LLC
AEA Investors Participant Fund V LP
AEA Investors QP Participant Fund V LP
AEA Investors PF V LLC
Dr. John L. Garcia
 
is c/o AEA Investors LP, 666 Fifth Avenue, 36th Floor, New York, NY 10103, USA.
 
Item 2 (c).  Citizenship:
 
Citizenship is set forth in Row 4 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons.
 
Item 2 (d).  Title of Class of Securities:
 
Common Stock, par value $0.01 per share.
 
Item 2 (e).  CUSIP Number:
 
30057T105
 
Item 3.
 
Not applicable as this Schedule 13G is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934.
 
Item 4.   Ownership:
 
The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. As of December 31, 2017, each of the Reporting Persons beneficially owned the number and percentage of issued and outstanding shares of common stock of the Issuer listed opposite its or his name:
 
 
Reporting Person
Number of Shares Beneficially Owned
Percent of Class
 
 
 
AEA Investors Fund V LP
0(a)
0%(b)
AEA Investors LP
0(a)
0%(b)
AEA EWT Holdings LP
45,972,599(a)(c)
40.6%(b)
AEA EWT Holdings GP LLC
0(a)
0%(b)
AEA Investors Participant Fund V LP
0(a)
0%(b)
AEA Investors QP Participant Fund V LP
0(a)
0%(b)
AEA Investors PF V LLC
0(a)
0%(b)
AEA Investors Fund V-A LP
0(a)
0%(b)
AEA Investors Fund V-B LP
0(a)
0%(b)
AEA Investors Partners V LP
0(a)
0%(b)
AEA Management (Cayman) Ltd.
0(a)
0%(b)
John L. Garcia
0(d)
0%(b)
 
(a)
AEA EWT Holdings LP (AEA EWT Holdings), which is the holder of record of 45,972,599 shares of common stock, is a limited partnership whose general partner is AEA EWT Holdings GP LLC (AEA EWT Holdings GP). The managing member of AEA EWT Holdings GP is AEA Investors Fund V LP and its other members are (i) AEA Investors Participant Fund V LP, (ii) AEA Investors QP Participant Fund V LP, (iii) AEA Investors Fund V-A LP and (iv) AEA Investors Fund V-B LP (AEA Investors Fund V LP and the entities named in clauses (i) through (iv), collectively, the AEA Funds). The AEA Funds are also limited partners of AEA EWT Holdings. The general partner of each of AEA Investors Participant Fund V LP and AEA Investors QP Participant Fund V LP is AEA Investors PF V LLC, whose sole member is AEA Investors LP. The general partner of each of AEA Investors Fund V LP, AEA Investors Fund V-A LP and AEA Investors Fund V-B LP is AEA Investors Partners V LP, whose general partner is AEA Management (Cayman) Ltd. Each of AEA EWT Holdings GP, the AEA Funds, AEA Investors PF V LLC, AEA Investors Partners V LP, AEA Investors LP and AEA Management (Cayman) Ltd. may be deemed to share beneficial ownership of the shares of the Issuers common stock held of record by AEA EWT Holdings, but each disclaims beneficial ownership of such shares.
 
 
(b)
Based on 113,264,492 shares of common stock outstanding as of December 31, 2017.
 
 
(c)
Excludes 32,667,878 shares of common stock owned by certain stockholders that have agreed to vote all of their shares to elect one individual to the Issuer’s board of directors that has been nominated by AEA EWT Holdings (so long as the Reporting Persons hold an aggregate of at least 10% of the outstanding common stock of the Issuer) pursuant to irrevocable voting proxies. In addition, until the earlier of the two-year anniversary of the Issuer’s initial public offering or such time as the Reporting Persons cease to own at least 20% of the outstanding common stock of the Issuer, certain of these stockholders have also agreed to irrevocably appoint AEA EWT Holdings as its proxy to vote all of their shares of the common stock of the Issuer with respect to the election of any member of the board of directors, and in the aggregate, AEA EWT Holdings and these other stockholders beneficially own more than 50% of the outstanding common stock of the Issuer.  AEA EWT Holdings may be deemed to have or share voting control with respect to the shares of common stock owned by each of these stockholders, but AEA EWT Holdings disclaims beneficial ownership of such shares.
 
 
(d)
Dr. John L. Garcia is the chairman and chief executive officer of AEA Investors LP and the sole stockholder and director of AEA Management (Cayman) Ltd. Dr. Garcia may be deemed to share beneficial ownership of the shares of the Issuers common stock held of record by AEA EWT Holdings, but Dr. Garcia disclaims beneficial ownership of such shares.
 
Item 5.   Ownership of Five Percent or Less of a Class:
 
Not applicable.
 
Item 6.   Ownership of More than Five Percent on Behalf of Another Person:
 
Not applicable.
 
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
 
Not applicable.
 
Item 8.   Identification and Classification of Members of the Group:
 
Not applicable.
 
Item 9.   Notice of Dissolution of Group:
 
Not applicable.
 
Item 10.   Certification:
 
Not applicable.
 

 
 
SIGNATURES

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: February 14, 2018
 
 
AEA INVESTORS FUND V LP
 
       
  By:
 AEA Investors Partners V LP, its general partner
 
       
  By:
AEA Management (Cayman) Ltd., its general partner
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
       
 
 
 
AEA INVESTORS LP
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
       
 
 
 
AEA EWT HOLDINGS LP
 
       
  By:
AEA EWT Holdings GP LLC, its general partner
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
       
 
 
 
AEA EWT HOLDINGS GP LLC
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
       
 
 
 
AEA INVESTORS PARTICIPANT FUND V LP
 
       
  By:
AEA Investors PF V LLC, its general partner
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
 
 
 
 
AEA INVESTORS QP PARTICIPANT FUND V LP
 
       
  By:
AEA Investors PF V LLC, its general partner
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
 
 
 
 
AEA INVESTORS PF V LLC
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
       
 
 
 
AEA INVESTORS FUND V-A LP
 
       
  By:
AEA Investors Partners V LP, its general partner
 
       
  By:  AEA Management (Cayman) Ltd., its general partner  
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
 
 
 
 
AEA INVESTORS FUND V-B LP
 
       
  By:
AEA Investors Partners V LP, its general partner
 
       
  By:  AEA Management (Cayman) Ltd., its general partner  
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
 
 
 
 
AEA INVESTORS PARTNERS V LP
 
       
  By:
AEA Management (Cayman) Ltd., its general partner
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
       
 
 
 
AEA MANAGEMENT (CAYMAN) LTD.
 
       
 
By:
/s/ Barbara L. Burns  
    Name:  Barbara L. Burns  
    Title:    Vice President  
       
 
 
 
JOHN L. GARCIA
 
       
 
By:
/s/ Barbara L. Burns, attorney-in-fact  
    Name:  John L. Garcia  
       
 

INDEX TO EXHIBITS
 
Exhibit No.
Exhibit

EX-99.1 2 ab13g-evoquaex99_1.htm JOINT FILING AGREEMENT
 
 
 
EXHIBIT (99.1)
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Evoqua Water Technologies Corp. and further agree to the filing of this agreement to be included as an exhibit to such filing. In addition, each party to this agreement expressly authorizes each other party to this agreement to file on its behalf any and all amendments to such statement on Schedule 13G. Each party to this agreement is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
 
Date: February 14, 2018

 
AEA INVESTORS FUND V LP
 
 
 
 
 
 
By:
AEA Investors Partners V LP, its general partner
 
 
 
 
 
 
By:
AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA INVESTORS LP
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA EWT HOLDINGS LP
 
 
 
 
 
 
By:
AEA EWT Holdings GP LLC, its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA EWT HOLDINGS GP LLC
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 

 
 
AEA INVESTORS PARTICIPANT FUND V LP
 
 
 
 
 
 
By:
AEA Investors PF V LLC, its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA INVESTORS QP PARTICIPANT FUND V LP
 
 
 
 
 
 
By:
AEA Investors PF V LLC, its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA INVESTORS PF V LLC
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA INVESTORS FUND V-A LP
 
 
 
 
 
 
By:
AEA Investors Partners V LP, its general partner
 
 
 
 
 
 
By:
AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA INVESTORS FUND V-B LP
 
 
 
 
 
 
By:
AEA Investors Partners V LP, its general partner
 
 
 
 
 
 
By:
AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA INVESTORS PARTNERS V LP
 
 
 
 
 
 
By:
AEA Management (Cayman) Ltd., its general partner
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
AEA MANAGEMENT (CAYMAN) LTD.
 
 
 
 
 
 
By:
/s/ Barbara L. Burns
 
 
 
Name: Barbara L. Burns
 
 
 
Title: Vice President
 
 
 
 
JOHN L. GARCIA
 
 
 
 
 
 
By:
/s/ Barbara L. Burns, attorney-in-fact
 
 
 
Name: John L. Garcia
 
 

EX-99.2 3 ab13g-evoquaex99_2.htm
 
 
 
 EXHIBIT (99.2) 
 
POWER OF ATTORNEY
 
Know all by these presents, that the undersigned hereby constitutes and appoints Barbara Burns, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
 
 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as executive officer, director and/or beneficial owner of equity securities of Evoqua Water Technologies Corp. (the “Company”), (i) any forms required to be filed by the undersigned pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), (ii) Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act, (iii) Schedules 13D and 13G in accordance with Section 13 of the Exchange Act, and (iv) and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such (i) form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, (ii) Form 3, 4, or 5 under Section 16(a) of the Exchange Act, (iii) Schedule 13D or 13G under Section 13 of the Exchange Act, or (iv) other form or report, including, without limitation, all forms or reports necessary to obtain EDGAR Identification Numbers, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interests of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Rule 144 under the Securities Act or Section 13 or 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any form required to be filed by the undersigned pursuant to Rule 144 under the Securities Act, any Form 3, 4, or 5 under Section 16(a) of the Exchange Act, or any Schedule 13D or 13G under Section 13 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of October, 2017.
 
 
/s/ John L. Garcia
 
 
John L. Garcia