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EX-1.1 - EX-1.1 - AquaVenture Holdings Ltdwaas-20171117ex112d2bae1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):    November 17, 2017

AquaVenture Holdings Limited
(Exact name of registrant as specified in Charter)

 

 

 

 

British Virgin Islands

001-37903

98-1312953

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation or organization)

File No.)

Identification No.)

 

 

 

 

c/o Conyers Corporate Services (B.V.I.) Limited

Commerce House, Wickhams Cay 1

P.O. Box 3140 Road Town

British Virgin Islands VG1111

(Address of principal executive office)

 

 

 

 

 

(813) 855-8636

(Registrant’s telephone number, including area code)

 

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☒

 

 


 

 

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement.

 

On November 17, 2017,  AquaVenture Holdings Limited (the “Company”), AquaVenture Holdings Peru S.A.C., an indirect wholly-owned subsidiary of the Company, and Quench USA, Inc., a wholly-owned subsidiary of the Company, (collectively the “Borrowers”) entered into a First Amendment to the existing $150.0 million senior secured credit agreement dated August 4, 2017 (as amended to date, the “Amended Credit Agreement”), with Deutsche Bank AG, London Branch as arranger and lender (the “Lender”) and Wells Fargo Bank, N.A., as administrative agent for the Lender (the “Administrative Agent”). Pursuant to the Amended Credit Agreement, the Borrowers converted the interest rate applicable to 50% of the outstanding principal balance, or $75.0 million, from a variable interest rate of LIBOR plus 6.00% with a LIBOR floor of 1% to a fixed rate of 8.167%. The remaining 50% of the outstanding principal balance, of $75.0 million, will continue to bear interest at LIBOR plus 6.00% with a LIBOR floor of 1%. All other material terms under the Amended Credit Agreement, including those for the amortization of the principal balance, the timing of interest only payments and the maturity date remained unchanged.

 

The foregoing summary of the terms of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Credit Agreement, a copy of which is filed with this Report on Form 8-K hereto as Exhibit 1.1 and is incorporated by reference herein.

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits

 

The following materials are attached as exhibits to this Current Report on Form 8-K:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

Date: November 21, 2017

 

AquaVenture Holdings Limited

 

 

 

 

 

 

 

 

By:

 

/s/ Lee S. Muller

 

 

 

 

Lee S. Muller

 

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

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