Item 1.01. Entry into a Material Definitive Agreement.
General
On September 11, 2017, Boulevard Acquisition Corp. II (the "
Company
"), Estre
Ambiental S.A., a
sociedade anônima
organized under the laws of Brazil ("
Estre
"),
Boulevard Acquisition Corp II Cayman Holding Company, a Cayman Islands exempted company limited by shares ("
Newco
"), and BII Merger Sub Corp., a
Delaware corporation and a direct wholly-owned subsidiary of Newco ("
Merger Sub
"), entered into an Amended and Restated Business Combination Agreement
(the "
Business Combination Agreement
"), pursuant to which the Company agreed to combine with Estre (the "
Business
Combination
"). As a result of the Business Combination, the Company and Estre will become subsidiaries of Newco. The Business Combination Agreement amends and restates the
previously announced business combination agreement between the Company and Estre, dated August 15, 2017 (the "
Original Business Combination
Agreement
"). The amendments to the Original Business Combination Agreement, as reflected in the Business Combination Agreement, do not impact the relative economic rights of
the parties thereto. Newco and Merger Sub joined as parties to the Business Combination Agreement as they were not parties to the Original Business Combination Agreement.
Under
the Business Combination Agreement: (i) the holders of shares of the Company's Class A common stock, par value $0.0001 per share
("
Class A Common Stock
") will receive one ordinary share of Newco (the "
Newco Ordinary Shares
")
in exchange for each share of Class A Common Stock held by them (other than any shares canceled pursuant to the Business Combination Agreement or any shares of Class A Common Stock held
by the public stockholders who have validly elected to have such shares redeemed by the Company in connection with consummation of the Business Combination), (ii) the holders of the shares of
the Company's Class B common stock, par value $0.0001 per share ("
Class B Common Stock
") (the Class A Common Stock and the
Class B Common Stock, collectively, the "
Common Stock
"), will retain their shares of the Class B Common Stock and will also receive one
Class B Share, par value $0.0001 per share, of Newco (the "
Newco Class B Shares
"), for each share of Class B Common Stock held by
them, (iii) each of the Company's outstanding warrants will cease to represent a right to acquire shares of Class A Common Stock and will instead represent the right to acquire the same
number of Newco Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination (the "
Converted
Warrants
"), and (iv) the holders of shares of Estre's capital stock will convert their shares into 35,399,681 Newco Ordinary Shares (or 32,438,237 Newco Ordinary Shares
if Angra (as defined below) elects to not convert its Estre Current Shares (as defined below) into Newco Ordinary Shares prior to effecting the Merger (as defined below)). The Newco Class B
Shares will be voting shares only and have no economic rights. Following the first anniversary of the closing of the Business Combination, the holders of shares of Class B Common Stock will be
entitled to exchange their shares of Class B Common Stock for Ordinary Shares (on a share for share basis) and, upon such exchange, an equal number of Newco Class B Shares held by the
exchanging shareholder shall be automatically surrendered to Newco for no consideration and, accordingly, the exchanging shareholder shall cease to be a holder of the portion of such Newco
Class B Shares automatically surrendered.
In
connection with the Business Combination, the parties intend to apply to list the Newco Ordinary Shares on the Nasdaq Stock Market
("
NASDAQ
").
Estre
Estre is a Brazilian waste management company which provides services including urban waste collection, recycling, soil and water remediation,
hazardous industrial waste disposal, medical waste treatment, landfill operations and environmental consultancy. Estre was founded in 1999 and is based in São Paulo, Brazil.
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The Business Combination Agreement
Prior to the closing of the Business Combination, Estre and Newco will complete a restructuring (the "
Pre-Closing
Restructuring
") pursuant to which, immediately prior to effecting the Merger, the holders of shares of Estre's capital stock immediately prior to the Merger will convert their
Estre shares (the "
Estre Current Shares
") into 35,399,681 Newco Ordinary Shares, and Estre will, as a result, become a subsidiary of Newco; provided
that Angra Infra Multiestratégia Fundo de Investimento em Participações ("
Angra
") may elect to not convert
its Estre Current Shares into Newco Ordinary Shares prior to effecting the Merger and may continue to hold such Estre Current Shares in relation to Angra's put option right (the
"
Angra Put Option
"), in which case 32,438,237 Newco Ordinary Shares would be issued to the holders of Estre's capital stock immediately prior to the
Merger (other than Angra).
The
holders of Estre Current Shares have approved the Business Combination and the Pre-Closing Restructuring, including the exchange (subject to Angra in relation to the Angra Put
Option) of the Estre Current Shares for the Newco Ordinary Shares.
Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company (the
"
Merger
"), with the Company surviving the Merger as a subsidiary of Newco.
Each share of Class A Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than any shares
canceled pursuant to the Business Combination Agreement or any shares of Class A Common Stock held by holders who have validly elected to have their shares redeemed by the Company in connection
with consummation of the Business Combination), will be automatically converted into one Newco Ordinary Share.
Each
share of Class B Common Stock issued and outstanding immediately prior to the effective time of the Merger (following the forfeiture of the shares of Class B Common
Stock, if any, pursuant to the Forfeiture and Waiver Agreement described below) will remain outstanding as a Class B Common Stock, and, pursuant to the Merger, each holder of Class B
Common Stock will also receive one Newco Class B Share for each share of Class B Common Stock held by such stockholder. The Newco Class B Shares will be voting shares only and
have no economic rights. Following the first anniversary of the closing of the Business Combination, the holders of shares of Class B Common Stock will be entitled to exchange their shares of
Class B Common Stock for Ordinary Shares (on a share for share basis) and, upon such exchange, an equal number of Newco Class B Shares held by the exchanging shareholder shall be
automatically surrendered to Newco for no consideration and, accordingly, the exchanging shareholder shall cease to be a holder of the portion of such Newco Class B Shares automatically
surrendered.
In
connection with the execution of the Original Business Combination Agreement, the Company, Estre and Boulevard Acquisition Sponsor II, LLC (the
"
Sponsor
") entered into the Forfeiture and Waiver Agreement, dated August 15, 2017 (the "
Forfeiture and Waiver
Agreement
"), pursuant to which the Sponsor will immediately prior to the effective time of the Merger, in certain circumstances, forfeit and surrender to the Company, for no
consideration, the number of shares of Class B Common Stock set forth therein.
Each
of Boulevard's outstanding warrants will, as a result of the Business Combination, cease to represent a right to acquire shares of Boulevard Class A Common Stock and will
instead represent the
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right
to acquire the same number of Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Business Combination.
Each
of Ordinary Share certificate issued and outstanding immediately prior to the effective time of the Merger will be automatically deemed to be substituted by one Ordinary Share
certificate registered pursuant to an effective registration statement on Form F-4 of Newco filed with the U.S. Securities and Exchange Commission (the
"
SEC
").
The Business Combination Agreement provides that, upon the consummation of the Merger, Newco's board of directors will be comprised of no fewer
than 11 directors, at least a majority of whom will qualify as independent directors under the rules promulgated by NASDAQ and with a majority of such board of directors being comprised of non-U.S.
residents. The directors of Newco will be disclosed in an amendment to the Registration Statement (defined below) and will include Messrs. Sergio Pedreiro, Andreas Gruson and Stephen Trevor.
Seven independent directors will be comprised of Andreas Gruson and six individuals selected by mutual agreement of Boulevard and Estre.
A
copy of the Business Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing
description of the Business Combination Agreement is qualified in its entirety by reference thereto. The Business Combination Agreement contains representations, warranties and covenants that the
respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the
contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such contract. The representations, warranties
and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual
standard of materiality different from that generally applicable to stockholders and are used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not
believe that these schedules contain information that is material to an investment decision.