Culligan will acquire AquaVenture for $27.10 per share in an all-cash transaction valued at approximately $1.1 billion, including AquaVenture’s net debt.
AquaVenture has grown to become one of the leading WAAS solution providers in North America, the Caribbean and Latin America. 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 transaction will result in AquaVenture joining Culligan’s leading consumer water service and solutions platform as a privately held company. Under Culligan’s ownership, AquaVenture will continue its focus on providing world-class service and innovative water treatment solutions for its customers.
“AquaVenture is a leading player in water purification solutions with a strong record of innovation,” said Scott Clawson, CEO of Culligan. “We are excited to work with the AquaVenture team and look forward to the many opportunities ahead.”
According to a related 8-K filing, Morgan Stanley Senior Funding, Ares Capital Management, PSP Investment Credits USA, Royal Bank of Canada, RBC Capital Markets, Bank of America, Credit Suisse and Credit Suisse Loan Funding have committed to provide $500 million in debt financing for the merger. The financing, which may be comprised of a senior secured cash flow revolver, a senior secured term loan facility and/or senior unsecured notes, on the terms and subject to the conditions set forth in a debt commitment letter, dated December 23, 2019 and delivered to AquaVenture in advance of execution of the merger agreement.
The obligations of the lenders to provide the debt financing under the debt commitment letter are subject to a number of conditions, including the receipt of executed loan documentation, accuracy of representations and warranties, consummation of the transactions contemplated in the merger agreement and contribution of the equity contemplated by the equity commitment letter.
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Under the terms of the agreement, AquaVenture shareholders will receive $27.10 in cash for each ordinary share of AquaVenture they own. 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. There are no financing contingencies contemplated under the terms of the merger agreement.
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.
Citi and UBS are serving as financial advisors to AquaVenture. Goodwin Procter is serving as legal advisor to AquaVenture, and Weil, Gotshal & Manges is serving as legal advisor to Culligan.
Founded in 1936 by Emmett Culligan, Culligan offers some of the most technologically advanced, state-of-the-art water filtration and treatment products.
