Boulevard Acquisi on Corp. II and Estre Ambiental S.A. Transac on Update

Transcription

1 Bulevard Acquisi n Crp. II and Estre Ambiental S.A. Transac n Update New Yrk and Sã Paul, December 13, 2017 Bulevard Acquisi n Crp II (NASDAQ: BLVD) ( Bulevard ) and Estre Ambiental S.A. ( Estre ) tday jintly annunced a number f develpments which, taken tgether, are expected t facilitate the clsing f the previusly annunced business cmbina n transac n between Bulevard and Estre (the Transac n ). The Transac n is expected t clse shrtly a r Bulevard s stckhlders mee ng t apprve the Transac n n December 21, The develpments annunced tday are in addi n t the amendment t the terms f the Transac n publicly disclsed n December 8, 2017, which reduced the number f rdinary shares ( Ordinary Shares ) f the public en ty ( New Estre ) that are issued t Estre s stckhlders in the Transac n frm 35.4 millin shares t 29.4 millin shares, thereby reducing the equity value being paid fr Estre in the Transac n by apprximately 17%. This amendment was a significant imprvement in the financial terms f the Transac n fr Bulevard s stckhlders. The develpments being annunced tday are cmprised f the fllwing: A number f unrelated ins tu nal investrs have agreed t purchase in a private placement, Ordinary Shares f New Estre fr an aggregate purchase price f apprximately US$130 millin, thereby bringing pten l grss prceeds t Estre f between $130 millin and $500 millin, depending n the level f redemp ns by exis ng Bulevard sharehlders. The Ordinary Shares t be purchased in the private placement will be iden cal t the Ordinary Shares t be issued t the exis ng stckhlders f Bulevard and Estre in the Transac n, which, fllwing the clse, are expected t trade n NASDAQ under the symbl ESTR. While the per share sale price f the Ordinary Shares in the private placement is $10.00 per share, the purchasers in the private placement will receive frm New Estre at clsing an addi nal tw Ordinary Shares fr each 10 shares purchased. Accrdingly, apprximately 15.6 millin Ordinary Shares will be issued in the private placement. The issuance f 2.6 millin incremental shares, in addi n t the 13 millin shares issued in respect f the investment f $130 millin, will be neutral t Bulevard s ther stckhlders in light f the previusly agreed frfeiture f shares by Bulevard s spnsr referred t belw. In addi n, 3,748,600 warrants t purchase Ordinary Shares at $11.50 per share will be issued as further cnsidera n t the largest private placement investr. The issuance f warrants is neutral t Bulevard s ther stckhlders due t a crrespnding agreement by Bulevard s spnsr t frfeit an equal number f warrants that it currently hlds. It is expected that a registra n statement with respect t the resale f all Ordinary Shares be issued in cnnec n with the private placement and filed with the U.S. Securi es and Exchange Cmmissin (the SEC ) within 15 business days fllwing the clsing f the Transac n. Page 1 f 5

2 The hlders f Estre s principal lng-term debt have agreed t a defined range fr the repayment f such debt in cnnectin with the Transactin frm a minimum f $100 millin t a maximum f $200 millin. All repayments within this range nw r in the future will be at the same discunt as had riginally been agreed t by the debt hlders in cnnectin with the Transactin. Fr the purpses f the required repayment t the debt hlders, the prceeds available t Estre as a result f the Transactin will cnsist f cash received frm the sale f Ordinary Shares in the private placements referred t abve, plus cash remaining in Bulevard after the making f all payments required t be made in respect f redeemed shares, and reduced by the amunt f fees and expenses payable in cnnectin with the Transactin. In light f the change in the minimum required repayment t the debt hlders described abve, and the ther develpments described abve, Estre and Bulevard have agreed t reduce the minimum cash amunt required t be available at clsing f the Transactin t $130 millin. Assuming satisfactin f all ther clsing cnditins, this change in the minimum cash cnditin assures clsure f the transactin, ntwithstanding the extent t which Bulevard s existing sharehlders chse t redeem their Bulevard shares. In a scenari with n redemptins, the full $370 millin will have remained in Bulevard s trust and at clsing Estre will realize $500 millin f ttal prceeds due t the private placement described abve. The incremental prceeds f $130 millin frm the private placement will be added t Estre s balance sheet, thereby further reducing net debt and prviding further capital t fund grwth. As annunced n December 8, 2017, Bulevard s spnsr has agreed t frfeit a ttal f 3.7 millin Bulevard shares it currently hlds. One effect f this frfeiture is t cause the issuance f 2.6 millin incremental shares in the private placement t be neutral fr Bulevard s ther sharehlders. In additin, since Estre entered int the Business Cmbinatin Agreement with Bulevard in August 2017, there have been several relevant updates frm the Cmpany, including the fllwing: Signed memranda f understanding t acquire three waste management cmpanies in Brazil. Received ISO certificatin, making it the first player in Brazil's waste industry t receive internatinal certificatin fr internal cntrls and integrity plicies. Hired a new chief financial fficer, Fabi D'Avila, wh has deep experience in financial strategy and planning, having previusly served as CFO f a leading public cmpany in Brazil. Frmed a majrity independent Bard cmprised f senir executives frm the waste management industry, including cmpanies such as Advanced Dispsal Services, Inc. (Richard Page 2 f 5

3 Burke); Waste Management, Inc. (Jhn Mrris); and Wheelabratr Technlgies (Rbert Bucher Jr.), and ther experts. "We are very pleased by the supprt the transactin is receiving and lk frward t a successful clsing next week, said Sergi Pedreir, the CEO f Estre. We believe that the transactin will prvide Estre with a sund platfrm fr grwth as Brazil s waste management sectr cntinues t cnslidate and institutinalize. Additinal Infrmatin In cnnectin with the prpsed Transactin, Bulevard has filed a definitive prxy statement with the Securities and Exchange Cmmissin (the SEC ) n December 8, 2017 (the Prxy Statement ) and, n December 8, 2017, cmmenced mailing the Prxy Statement and ther relevant dcuments t its stckhlders as f the Nvember 20, 2017 recrd date fr the special meeting. Bulevard s stckhlders are urged t read the Prxy Statement and ther relevant dcuments that have been r will be filed with the SEC in cnnectin with the Bulevard s slicitatin f prxies fr its stckhlders meeting t be held t apprve the prpsed Transactin because the Prxy Statement cntains imprtant infrmatin regarding Bulevard, Estre, New Estre, the Transactin, the agreements related theret and related matters. When available, yu will be able t btain cpies f all dcuments regarding the Transactin and ther dcuments filed by Bulevard r ESTR with the SEC, free f charge, at the SEC s website ( r by sending a request t Bulevard at 399 Park Avenue, 6th Flr, New Yrk, New Yrk 10022, r by calling Bulevard at (212) Participants in the Slicitatin Bulevard, Estre and New Estre and their respective directrs and certain f their respective executive fficers may be cnsidered participants in the slicitatin f prxies with respect t the prpsed Transactin under the rules f the SEC. Infrmatin abut the directrs and executive fficers f Bulevard is set frth in the Prxy Statement, which can be btained free f charge frm the surces indicated abve. Nn-Slicitatin This cmmunicatin shall nt cnstitute an ffer t sell r the slicitatin f an ffer t buy any securities, nr shall there be any sale f securities in any jurisdictin in which the ffer, slicitatin r sale wuld be unlawful prir t the registratin r qualificatin under the securities laws f any such jurisdictin. Frward-lking Statements This cmmunicatin includes certain statements that are nt histrical facts but are frward-lking statements fr purpses f the safe harbr prvisins under the United States Private Securities Litigatin Refrm Act f Frward-lking statements generally are accmpanied by wrds such as believe, may, will, estimate, cntinue, anticipate, intend, expect, shuld, wuld, plan, predict, ptential, seem, seek, future, utlk, and similar expressins that predict r indicate future events r trends r that are nt statements f histrical matters. These frward-lking statements include, but are nt limited t, statements regarding frecasts f financial and perfrmance metrics, prjectins f market pprtunity, macrecnmic utlk and the expected benefits f the prpsed Transactin. These statements are based n varius assumptins and n the current expectatins f Page 3 f 5

4 Bulevard and Estre management and are nt predictins f actual perfrmance. These frward-lking statements are subject t a number f risks and uncertainties, including general ecnmic, plitical and business cnditins in Brazil; ptential gvernment interventins resulting in changes t the Brazilian ecnmy, applicable taxes and tariffs, inflatin, exchange rates, interest rates and the regulatry envirnment; changes in the financial cnditin f Estre s clients affecting their ability t pay fr its services; the results f cmpetitive bidding prcesses, which culd lead t the lss f material cntracts r curtail Estre s expansin effrts; Estre s histry f lsses; the utcme f judicial and administrative prceedings t which Estre is r may becme a party r gvernmental investigatins t which Estre may becme subject that culd interrupt r limit Estre s peratins, result in adverse judgments, settlements r fines and create negative publicity; changes in Estre s clients preferences, prspects and the cmpetitive cnditins prevailing in the Brazilian waste management; the inability f the parties t successfully r timely cnsummate the prpsed Transactin, including the risk that any required regulatry apprvals are nt btained, are delayed r are subject t unanticipated cnditins that culd adversely affect New Estre r the expected benefits f the prpsed Transactin r that the apprval f the stckhlders f Bulevard and/r the sharehlders f Estre fr the prpsed Transactin is nt btained; failure t realize the anticipated benefits f the prpsed Transactin, including as a result f a delay in cnsummating the prpsed Transactin r a delay r difficulty in integrating the businesses f Bulevard and Estre; the amunt f redemptin requests made by Bulevard s stckhlders; the ability f Bulevard r New Estre t issue equity r equity-linked securities in cnnectin with the prpsed Transactin r in the future, including, withut limitatin, pursuant t a private investment in public equity, r PIPE, r ther ffering f equity securities, which culd dilute the interests f Bulevard s stckhlders; thse factrs discussed in Bulevard s Prxy Statement under the heading Risk Factrs, and ther dcuments f Bulevard filed, r t be filed, with the SEC. These statements speak nly as f the date they are made and nne f Bulevard, Estre r New Estre undertakes any bligatin t update any frward-lking statements cntained herein t reflect events r circumstances which arise after the date f this cmmunicatin. Cntacts Fr Bulevard: Tdd Fgarty / Aduke Thelwell Kekst tdd.fgarty@kekst.cm r aduke.thelwell@kekst.cm + 1 (212) Fr Estre: Juliana Gili Giusti Cmmunicatin Juliana.gili@giusticm.cm.br Page 4 f 5

5 Citigrup Glbal Markets Inc.: Neil Shah +1 (212) Page 5 f 5