Confidential Treatment Requested
by AquaVenture Holdings Limited
AVH-0001
| Goodwin Procter LLP |
| Counsellors at Law |
| 100 Northern Avenue |
| Boston, MA 02110 |
| T: 617.570.1000 |
| F: 617.523.1231 |
September 19, 2016
FOIA Confidential Treatment Request
The entity requesting confidential treatment is
AquaVenture Holdings Limited
14400 Carlson Circle
Tampa, FL 33626
Attn: Douglas R. Brown, Chief Executive Officer
Telephone: (813) 855-8636
CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”
VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lisa M. Kohl
Re: | AquaVenture Holdings Limited |
| Registration Statement on Form S-1 |
| CIK No. 0001422841 |
Dear Ms. Kohl:
Rule 83 Confidential Treatment Request by AquaVenture Holdings Limited
This letter is being supplementally furnished on behalf of AquaVenture Holdings Limited (the “Company”) with respect to the Company’s Registration Statement on Form S-1 (File No. 333-207142) (the “Registration Statement”) that was first filed with the Securities and Exchange Commission (the “Commission”) on September 25, 2015. To assist the staff of the
Confidential Treatment Requested
by AquaVenture Holdings Limited
AVH-0002
Division of Corporation Finance (the “Staff”) in its evaluation of share compensation expense and certain other matters, the Company supplementally advises the Staff that the managing underwriters in the Company’s initial public offering have communicated to the Company that they expect the proposed price range for the Company’s ordinary shares to be $[***] to $[***] per share. The Company expects that it will narrow the above range to a $2 range that would be reflected in the preliminary prospectus prior to the commencement of the roadshow.
The Company notes that the only equity-based compensatory grants it has made within the two-year period of the date of this letter were (i) grants between November 2014 and August 2015 of Class B Profits Interests of AquaVenture Holdings LLC and Options to Purchase Class B Shares of AquaVenture Holdings LLC, and (ii) grants made in November 2014 of Options to Purchase Ordinary Shares of Quench USA Holdings LLC. Each of these grants was issued with a hurdle price or exercise price, as applicable, that implied an equity valuation of the consolidated company of approximately $[***]. The proposed price range for the Company’s ordinary shares noted above implies a pre-offering equity valuation range of approximately $[***] to $[***].
The Company advises the Staff that, given the volatility of the public trading market and the uncertainty of the timing of the offering, the Company and the underwriters have not yet finally agreed to a price range for the offering. Accordingly, the information in this letter that the Company is supplementally providing to the Staff is for illustrative purposes only and may differ in the actual preliminary prospectus for the offering. We confirm on behalf of the Company that, prior to circulating copies of the preliminary prospectus in connection with the offering, the Company will file a pre-effective amendment to the Registration Statement that will include all information other than information that may be excluded in reliance upon Rule 430A of Regulation C, including the information set forth in this letter, and the actual price range to be included in such amendment which will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.
The Company respectfully requests that the information contained in the paragraph above be treated as confidential information and that the Commission provide timely notice to Douglas R. Brown, Chief Executive Officer, AquaVenture Holdings Limited, 14400 Carlson Circle, Tampa, FL 33626, before it permits any disclosure of the bracketed information in this letter.
Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. Pursuant to Rule 418 under the Securities Act of 1933, as amended (the “Securities Act”), the information contained in this letter is being provided to the Commission on a confidential supplemental basis only and is not to be filed with or deemed part of the Registration Statement. The Company respectfully
Confidential Treatment Requested
by AquaVenture Holdings Limited
AVH-0003
requests that the Staff return this letter to us pursuant to Rule 418 of the Securities Act of 1933, once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. Kindly acknowledge receipt of this letter by stamping the enclosed copy of this letter and returning it in the envelope provided.
*******
Confidential Treatment Requested
by AquaVenture Holdings Limited
AVH-0004
If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1021.
| Sincerely, | |
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| /s/ Michael J. Minahan. | |
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| Michael J. Minahan | |
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Enclosures |
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cc: | Douglas R. Brown, AquaVenture Holdings Limited | |
| Anthony Ibarguen, AquaVenture Holdings Limited | |
| Lee Muller, AquaVenture Holdings Limited | |
| Mark H. Burnett, Goodwin Procter LLP | |
| Gregg L. Katz, Goodwin Procter LLP | |
