Filing Details
- Accession Number:
- 0001104659-20-041105
- Form Type:
- 13D Filing
- Publication Date:
- 2020-03-31 15:36:44
- Filed By:
- Advent International Corp/ma
- Company:
- Aquaventure Holdings Ltd (NYSE:WAAS)
- Filing Date:
- 2020-03-31
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
ADVENT INTERNATIONAL CORPORATION | 100 | 0 | 100 | 0 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII | 100 | 0 | 100 | 0 | 100 | 100% |
GPE VIII GP S. R.L | 0 | 100 | 0 | 100 | 100 | 100% |
AP GPE VIII GP LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
GPE VIII GP LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-B | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP | 0 | 100 | 0 | 100 | 100 | 100% |
CULLIGAN INTERNATIONAL COMPANY | 0 | 100 | 0 | 100 | 100 | 100% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
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)
March 30, 2020
(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 ¨.
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 persons 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 |
| Page 1
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL CORPORATION | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
6 |
| CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
| 7 |
| SOLE VOTING POWER
100 (See Item 4)(1) | ||
| 8 |
| SHARED VOTING POWER
0 | |||
| 9 |
| SOLE DISPOSITIVE POWER
100 (See Item 4) (1) | |||
| 10 |
| SHARED DISPOSITIVE POWER
0 | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (1) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
CO | ||||
1 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 2
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII, LLC | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
6 |
| CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
| 7 |
| SOLE VOTING POWER
100 (See Item 4) (2) | ||
| 8 |
| SHARED VOTING POWER
0 | |||
| 9 |
| SOLE DISPOSITIVE POWER
100 (See Item 4) (2) | |||
| 10 |
| SHARED DISPOSITIVE POWER
0 | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (2) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
OO | ||||
2 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 3
|
1 |
| NAMES OF REPORTING PERSONS
GPE VIII GP S.À R.L. | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (3) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (3) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (3) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
OO | ||||
3 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 4
|
1 |
| NAMES OF REPORTING PERSONS
AP GPE VIII GP LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (4) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (4) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (4) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
4 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 5
|
1 |
| NAMES OF REPORTING PERSONS
GPE VIII GP LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (5) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (5) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (5) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
5 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 6
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (6) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (6) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (6) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
6 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 7
|
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) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (7) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (7) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (7) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
7 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 8
|
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) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (8) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (8) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (8) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
8 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 9
|
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) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (9) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (9) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (9) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
9 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 10
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (10) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (10) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (10) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
10 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 11
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (11) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (11) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (11) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
11 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 12
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (12) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (12) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (12) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
12 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 13
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (13) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (13) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (13) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
13 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 14
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (14) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (14) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (14) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
14 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 15
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (15) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (15) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (15) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
15 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 16
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (16) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (16) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (16) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
16 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 17
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (17) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (17) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (17) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
17 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 18
|
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) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (18) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (18) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (18) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
18 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 19
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VIII CAYMAN LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (19) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (19) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (19) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
19 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 20
|
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) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (20) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (20) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (20) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
20 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 21
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (21) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (21) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (21) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
21 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 22
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (22) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (22) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (22) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
22 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 23
|
1
|
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (23) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (23) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (23) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
23 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 24
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (24) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (24) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (24) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
24 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 25
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (25) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (25) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (25) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
25 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 26
|
1 |
| NAMES OF REPORTING PERSONS
ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (26) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (26) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (26) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
PN | ||||
26 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
CUSIP No. G0443N107 |
| 13D |
| Page 27
|
1 |
| NAMES OF REPORTING PERSONS
CULLIGAN INTERNATIONAL COMPANY | ||||
2 |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| ||||
3 |
| SEC USE ONLY
| ||||
4 |
| SOURCE OF FUNDS
OO (Not Applicable) | ||||
5 |
| CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
| ||||
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
100 (See Item 4) (27) | |||
| 9 |
| SOLE DISPOSITIVE POWER
0 | |||
| 10 |
| SHARED DISPOSITIVE POWER
100 (See Item 4) (27) | |||
11 |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100 (See Item 4) (27) | ||||
12 |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
| ||||
13 |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100% | ||||
14 |
| TYPE OF REPORTING PERSON
CO | ||||
27 | As discussed in more detail under Item 4 below, in connection with the Merger (as defined below), Amberjack Merger Sub Limited (the Merger Subsidiary) merged with and into AquaVenture Holdings Limited (the Merger), with AquaVenture Holdings Limited surviving as a subsidiary of Culligan International Company. As a result of the Merger, the separate corporate existence of Merger Subsidiary ceased and Culligan International Company and its affiliates beneficially owns 100% of AquaVenture Holdings Limited. |
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.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
As a result of the Merger, the Voting Agreements terminated in accordance with their terms.
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: March 31, 2020 |
| ADVENT INTERNATIONAL CORPORATION | |
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| /s/ James Westra | |
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| Name: | James Westra |
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| Title: | General Counsel and Managing Partner |
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| |
Date: March 31, 2020 |
| CULLIGAN INTERNATIONAL COMPANY | |
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| |
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| /s/ Frank John Griffith | |
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| Name: | Frank John Griffith |
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| Title: | Vice President and General Counsel |
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Date: March 31, 2020 |
| ADVENT INTERNATIONAL GPE VIII LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-B-1 LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-B-2 LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-B-3 LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-B LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-C LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-D LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-F LIMITED PARTNERSHIP | |
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| ADVENT INTERNATIONAL GPE VIII-H LIMITED PARTNERSHIP |
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| ADVENT INTERNATIONAL GPE VIII-I LIMITED PARTNERSHIP |
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| ADVENT INTERNATIONAL GPE VIII-J LIMITED PARTNERSHIP |
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| By: GPE VIII GP S.À R.L., GENERAL PARTNER |
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| By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER |
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| /s/ Justin Nuccio |
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| Justin Nuccio, Manager |
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| By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
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| /s/ James Westra |
|
| Name: James Westra |
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| Title: General Counsel and Managing Partner |
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Date: March 31, 2020 |
| ADVENT PARTNERS GPE VIII-A LIMITED PARTNERSHIP |
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| ADVENT PARTNERS GPE VIII-B CAYMAN LIMITED PARTNERSHIP |
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| ADVENT PARTNERS VIII CAYMAN LIMITED PARTNERSHIP |
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| ADVENT PARTNERS GPE VIII-A CAYMAN LIMITED PARTNERSHIP |
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| ADVENT PARTNERS GPE VIII LIMITED PARTNERSHIP |
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| By: AP GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER |
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| By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER |
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| By: ADVENT INTERNATIONAL CORPORATION, MANAGER |
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| /s/ James Westra |
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| Name: James Westra |
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| Title: General Counsel and Managing Partner |
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Date: March 31, 2020 |
| ADVENT INTERNATIONAL GPE VIII-A LIMITED PARTNERSHIP |
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| ADVENT INTERNATIONAL GPE VIII-E LIMITED PARTNERSHIP |
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| ADVENT INTERNATIONAL GPE VIII-G LIMITED PARTNERSHIP |
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| ADVENT INTERNATIONAL GPE VIII-K LIMITED PARTNERSHIP |
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| ADVENT INTERNATIONAL GPE VIII-L LIMITED PARTNERSHIP |
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| By: GPE VIII GP LIMITED PARTNERSHIP, GENERAL PARTNER | |
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| By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER | |
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| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | |
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| |
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| /s/ James Westra | |
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| Name: James Westra | |
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| Title: General Counsel and Managing Partner | |
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Date: March 31, 2020 |
| GPE VIII GP S.À R.L., GENERAL PARTNER | |
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| |
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| By: ADVENT INTERNATIONAL GPE VIII, LLC, MANAGER | |
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|
| |
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| /s/ Justin Nuccio | |
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| Justin Nuccio, Manager | |
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|
| |
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| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | |
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| |
|
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| |
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| /s/ James Westra | |
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| Name: | James Westra |
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| Title: | General Counsel and Managing Partner |
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Date: March 31, 2020 |
| AP GPE VIII GP LIMITED PARTNERSHIP | |
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| |
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| By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER | |
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| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | |
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| /s/ James Westra | |
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| Name: | James Westra |
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| Title: | General Counsel and Managing Partner |
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Date: March 31, 2020 |
| GPE VIII GP LIMITED PARTNERSHIP | |
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| By: ADVENT INTERNATIONAL GPE VIII, LLC, GENERAL PARTNER | |
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| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | |
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| /s/ James Westra | |
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| Name: | James Westra |
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| Title: | General Counsel and Managing Partner |
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Date: March 31, 2020 |
| ADVENT INTERNATIONAL GPE VIII, LLC | |
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| |
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| By: ADVENT INTERNATIONAL CORPORATION, MANAGER | |
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| |
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| /s/ James Westra | |
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| Name: | James Westra |
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| Title: | General Counsel and Managing Partner |