Press Release December 23, 2019

AquaVenture to be Acquired by Culligan for $1.1 Billion

The M&A team advised AquaVenture Holdings Limited (NYSE: WAAS) on its definitive agreement to be acquired by Culligan for $27.10 per share in an all-cash transaction valued at approximately $1.1 billion, including AquaVenture’s net debt. The all-cash purchase price represents a premium of approximately 25% to AquaVenture’s closing share price on December 20, 2019, and a premium of approximately 33% to AquaVenture’s 90-day volume weighted average share price. Culligan has fully committed debt financing to support the transaction, along with equity financing provided by investment funds affiliated with Advent International.

The transaction has been unanimously approved by AquaVenture’s Board of Directors and is expected to close in early April 2020, subject to AquaVenture shareholder approval, regulatory approvals and the satisfaction of other customary closing conditions. Upon the completion of the transaction, AquaVenture will become a privately held company, and shares of its common stock will no longer be listed on any public market.

AquaVenture Holdings is a multinational provider of WAAS (Water-as-a-Service) solutions that provide customers a reliable and cost-effective source of clean drinking and processed water primarily under long-term contracts that minimize capital investment by the customer. The company offers point-of-use filtered water systems and related services to more than 55,000 institutional and commercial customers across the U.S. and Canada, and desalination and wastewater treatment solutions to governmental, municipal, industrial and hospitality customers throughout the Americas.

The Goodwin team was led by partners Mark Burnett, James Matarese and Blake Liggio and associates Caitlin Tompkins, Kristen Armstrong and Kvehl McDermott and included Milena Tantcheva, Mohammed Alvi, John Ilardo and Wiechi Liu (Debt), Dan Karelitz and Benjamin Gossels (Tax), Christopher Stamos and Jacqueline Klosek (Intellectual Property/Privacy), Sarah Bock, James Devendorf and Tony Guan (ERISA), Robert Hale and Christina Bitter (Employment), Jennifer Burns Luz (Litigation), Richard Matheny (CFIUS), Nathan Brodeur (Environmental), Cecilia Lockner (Risk/Insurance), Paul Jin, Kara Kuritz and Matthew Wheatley (Antitrust) and Andre Garron and Jessica Craig (Corporate Matters).

For additional details on the acquisition, please read the press release.