0001193125-18-039541.txt : 20180212 0001193125-18-039541.hdr.sgml : 20180212 20180212120802 ACCESSION NUMBER: 0001193125-18-039541 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180212 DATE AS OF CHANGE: 20180212 GROUP MEMBERS: FULLERTON FUND INVESTMENTS PTE LTD GROUP MEMBERS: HAVELOCK FUND INVESTMENTS PTE LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Evoqua Water Technologies Corp. CENTRAL INDEX KEY: 0001604643 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90315 FILM NUMBER: 18595105 BUSINESS ADDRESS: STREET 1: 210 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 BUSINESS PHONE: 724-772-0044 MAIL ADDRESS: STREET 1: 210 SIXTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15222 FORMER COMPANY: FORMER CONFORMED NAME: EWT Holdings I Corp. DATE OF NAME CHANGE: 20140403 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 TOWER 2 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G 1 d540259dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Evoqua Water Technologies Corp.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

30057T105

(CUSIP Number)

December 31, 2017

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Page 2 of 9

CUSIP No.    30057T105

 

  1       

NAMES OF REPORTING PERSONS

 

Temasek Holdings (Private) Limited

  2      

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

8,087,290*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

8,087,290*

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,087,290*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.1%**

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

*   See Item 4 of this Schedule.

** Based on 113,264,493 Shares (as defined herein) outstanding as of February 1, 2018, as reported by the Issuer (as defined herein) in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on February 7, 2018.

Page 3 of 9

CUSIP No.    30057T105

 

  1       

NAMES OF REPORTING PERSONS

 

Fullerton Fund Investments Pte Ltd

  2      

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

8,087,290*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

8,087,290*

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,087,290*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.1%**

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

HC

*   See Item 4 of this Schedule.

** Based on 113,264, 493 Shares outstanding as of February 1, 2018, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on February 7, 2018.

Page 4 of 9

CUSIP No.    30057T105

 

  1       

NAMES OF REPORTING PERSONS

 

Havelock Fund Investments Pte Ltd

  2      

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

    5    

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

8,087,290*

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

8,087,290*

  9      

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,087,290*

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

7.1%**

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

*   See Item 4 of this Schedule.

** Based on 113,264,493 Shares outstanding as of February 1, 2018, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on February 7, 2018.

CUSIP No. 30057T105   Page 5 of 9

 

Item 1(a). Name of Issuer:

Evoqua Water Technologies Corp. (the “Issuer”)

 

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

210 Sixth Avenue

Pittsburgh, Pennsylvania 15222

 

 

Item 2(a). Name of Person Filing:

 

  (i) Temasek Holdings (Private) Limited (“Temasek Holdings”).
  (ii) Fullerton Fund Investments Pte Ltd (“FFIP”), a wholly-owned subsidiary of Temasek Holdings.
  (iii) Havelock Fund Investments Pte Ltd (“Havelock”), a wholly-owned subsidiary of FFIP.

 

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

  (i) 60B Orchard Road
    #06-18 Tower 2, The Atrium@Orchard
    Singapore 238891

 

  (ii) 60B Orchard Road
    #06-18 Tower 2, The Atrium@Orchard
    Singapore 238891

 

  (iii) 60B Orchard Road
    #06-18 Tower 2, The Atrium@Orchard
    Singapore 238891

 

 

Item 2(c). Citizenship:

 

  (i) Republic of Singapore
  (ii) Republic of Singapore
  (iii) Republic of Singapore

 

 

Item 2(d). Title of Class of Securities:

Common stock, par value $0.01 per share (“Shares”).

 

 

Item 2(e). CUSIP Number:

30057T105

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Page 6 of 9

CUSIP No.    30057T105

 

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:

 

    As of December 31, 2017, Havelock directly owned 8,087,290 Shares. Havelock is wholly-owned by FFIP, which in turn is wholly-owned by Temasek Holdings. Accordingly, as of December 31, 2017, each of Temasek Holdings and FFIP may be deemed to have beneficially owned the 8,087,290 Shares owned directly by Havelock.

 

  (b) Percent of class:

 

    As of December 31, 2017, the Shares that may be deemed to have been beneficially owned by Temasek Holdings and FFIP, and directly and beneficially owned by Havelock, constituted approximately 7.1% of the Shares outstanding.

 

    All percentage calculations in this Schedule are based on 113,264,493 Shares outstanding as of February 1, 2018, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on February 7, 2018.

 

  (c) Number of shares as to which the person has:

 

    With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

 

    As of December 31, 2017:

 

  (i) Sole power to vote or to direct the vote:

0.

 

  (ii) Shared power to vote or to direct the vote:

Temasek Holdings: 8,087,290

FFIP: 8,087,290

Havelock: 8,087,290

 

  (iii) Sole power to dispose or to direct the disposition of:

0.

 

  (iv) Shared power to dispose or to direct the disposition of:

Temasek Holdings: 8,087,290

Temasek Capital: 8,087,290

Havelock: 8,087,290

 

 

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

 

 

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

 

 

Item 9. Notice of Dissolution of Group.

Not Applicable

 

 

Item 10. Certification.

Not applicable.

 

 

Page 7 of 9

CUSIP No.    30057T105

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 12, 2018       TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Choo Soo Shen Christina

      Name: Choo Soo Shen Christina
      Title: Authorized Signatory
Dated: February 12, 2018       FULLERTON FUND INVESTMENTS PTE LTD
    By:  

/s/ Cheong Kok Tim

      Name: Cheong Kok Tim
      Title: Director
Dated: February 12, 2018       HAVELOCK FUND INVESTMENTS PTE LTD
    By:  

/s/ Lim Siew Lee Sherlyn

      Name: Lim Siew Lee Sherlyn
      Title: Director

Exhibit Index

 

Exhibit 99.1    Joint Filing Agreement, dated February 12, 2018, among Temasek Holdings (Private) Limited, Fullerton Fund Investments Pte Ltd and Havelock Fund Investments Pte Ltd.
 EX-99.1 2 d540259dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

We, the signatories of this Statement on Schedule 13G to which this Agreement is attached, hereby agree that such Statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us..

 

Dated: February 12, 2018       TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Choo Soo Shen Christina

      Name: Choo Soo Shen Christina
      Title: Authorized Signatory
Dated: February 12, 2018       FULLERTON FUND INVESTMENTS PTE LTD
    By:  

/s/ Cheong Kok Tim

      Name: Cheong Kok Tim
      Title: Director
Dated: February 12, 2018       HAVELOCK FUND INVESTMENTS PTE LTD
    By:  

/s/ Lim Siew Lee Sherlyn

      Name: Lim Siew Lee Sherlyn
      Title: Director