Culligan International Company entered into a definitive agreement to acquire AquaVenture Holdings Limited (NYSE:WAAS) for approximately $880 million on December 23, 2019. Under the terms of the transaction, Culligan will acquire AquaVenture for $27.1 per share in an all-cash transaction. Culligan has obtained equity and debt financing commitments for the transaction contemplated by the merger agreement, the aggregate proceeds of which will be used to pay the aggregate consideration. Investors affiliated with Culligan have committed, pursuant to an equity commitment letter with an aggregate equity contribution in an amount of $656.8 million. Morgan Stanley Senior Funding, Inc., Ares Capital Management, LLC, PSP Investment Credits USA LLC, Royal Bank of Canada, RBC Capital Markets, Bank of America, N.A. Credit Suisse AG and Credit Suisse Loan Funding LLC have committed to provide $500 million in debt financing comprised of a senior secured cash flow revolver, a senior secured term loan facility and/or senior unsecured notes. 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. In case of termination, Culligan may be required to pay a break-up fee of $54.61 million to AquaVenture, while AquaVenture may be required to pay Culligan a break-up fee in the amount of $34.13 million. In case the transaction is not consummated on or before June 23, 2020, the parties may terminate the merger agreement by mutual written consent. The merger agreement contains a customary “no-shop” provision, subject to certain exceptions. The transaction is subject to customary closing conditions, including AquaVenture shareholder approval, regulatory approvals and the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) and other customary closing conditions. The 30-day waiting period for the expiration of the HSR Act is expected to expire on February 14, 2020 unless the FTC and the Antitrust Division earlier terminate the waiting period or issue a second request. In connection with the agreement, certain shareholders of AquaVenture have entered into voting agreements, pursuant to which such individuals have agreed, among other things, to vote their respective shares for the approval and adoption of the agreement. The shareholders signing voting agreements currently own an aggregate of 35.5% of the outstanding shares. The transaction has been unanimously approved by AquaVenture’s Board of Directors. On January 28, 2020, the U.S. Federal Trade Commission notified the transaction for early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. As of March 16, 2020, shareholders of AquaVenture Holdings Limited approved the transaction. The transaction is expected to close in early April 2020. The transaction is expected to completed by the end of March 2020. Mark H. Burnett, Blake Liggio and James A. Matarese of Goodwin Procter LLP is serving as legal advisors to AquaVenture, and Ramona Y. Nee and James R. Griffin, Allison Liff, Heather Emmel, Jonathan Macke, Amy Rubin, Karen Ballack, Nicholas Pappas, John Loughlin, Vadim Brusser of Weil, Gotshal & Manges LLP is serving as legal advisors to Culligan. Philip Richter of Fried Frank acted as counsel to Citi as a financial advisor to AquaVenture. UBS Securities LLC served as financial advisor for AquaVenture and received a fee of approximately $5.3 million for its services. Citigroup Global Markets Inc. gave a fairness opinion to the special committee of AquaVenture and served as financial advisor to AquaVenture. Innisfree M&A Inc. acted as the information agent to AquaVenture. Culligan International Company completed the acquisition of AquaVenture Holdings Limited (NYSE:WAAS) on March 30, 2020. The transaction will result in AquaVenture joining Culligan’s leading consumer water service and solutions platform as a privately held company.