Introduction
This Amendment No. 1 to the Schedule 13D (this “Amendment”) 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. Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D.
On March 30, 2020, Culligan International Company (“Culligan”), Amberjack Merger Sub Limited (“Merger Subsidiary”) and the Issuer completed the transactions contemplated by the Agreement and Plan of Merger, dated December 23, 2019, by and among Culligan, Merger Subsidiary and the Issuer (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Merger Subsidiary merged with and into the Issuer (the “Merger”), with the Issuer surviving (the “Surviving Entity”) the Merger as a subsidiary of Culligan.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Completion of Business Combination
On March 30, 2020, pursuant to the terms and conditions of the Merger Agreement, Merger Subsidiary merged with and into the Issuer, with the Issuer surviving the Merger as a subsidiary of Culligan.
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) was converted into the right to receive $27.10 in cash, without interest (the “Merger Consideration”).
Additionally, at the Effective Time, (i) the memorandum of association and articles of association of the Issuer was amended and restated in its entirety as set forth in an exhibit to the Merger Agreement, (ii) Samuel Allen Hamood and Andrew Kellogg are the initial directors and officers of the Issuer and (iii) the separate corporate existence of Merger Subsidiary ceased and the Surviving Entity continued as the surviving company and a subsidiary of Culligan.
Following the Effective Time, the Shares that previously traded under the ticker symbol “WAAS” ceased trading on, and are being delisted from, the New York Stock Exchange.
Pursuant to the terms of the Voting Agreements (together with the Merger Agreement, the “Transaction Agreements”), the obligations of the Stockholders under the Voting Agreements automatically terminated upon completion of the Merger.
Item 5. Interest in Securities of the Issuer
(a) and (b) The responses of each of the Reporting Persons to rows “(7)” through “(13)” of the cover page to this Amendment, as applicable to such Reporting Person, and the description of the consummation of the Merger under Item 4 of this Amendment are incorporated by reference in this Item 5 as if fully set forth herein.
(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.