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Goodwin Procter LLP |
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Counsellors at Law |
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100 Northern Avenue |
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Boston, MA 02110 |
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T: 617.570.1000 |
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F: 617.523.1231 |
September 22, 2016
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 |
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Registration Statement on Form S-1 |
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CIK No. 0001422841 |
Dear Ms. Kohl:
This letter is being supplementally furnished on behalf of AquaVenture Holdings Limited (the Company) with respect to the Companys 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 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 Companys initial public offering have communicated to the Company that they expect the proposed price range for the Companys ordinary shares to be $17 to $21 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 $495 million. The proposed price range for the Companys ordinary shares noted above implies a pre-offering equity valuation range of approximately $322 million to $398 million.
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If you should have any questions concerning the enclosed matters, please contact the undersigned at (617) 570-1021.
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Sincerely, |
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/s/ Michael J. Minahan |
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Michael J. Minahan |
Enclosures
cc: |
Douglas R. Brown, AquaVenture Holdings Limited |
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Anthony Ibarguen, AquaVenture Holdings Limited |
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Lee Muller, AquaVenture Holdings Limited |
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Mark H. Burnett, Goodwin Procter LLP |
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Gregg L. Katz, Goodwin Procter LLP |