Pursuant to Rule 13d-2 promulgated under the Act, this
Schedule 13D/A (this “Amendment No. 3”) amends the Schedule 13D filed on January 2, 2018, as amended on February 27, 2018 and June 15, 2018 (as amended, the “Schedule 13D”) relating to the ordinary shares, $0.0001 par value per share (the “Ordinary
Shares”) of Estre Ambiental, Inc. (the “Issuer”) as specifically set forth herein.
Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Schedule 13D.
Item 4.
Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby amended to add the following information
On May 31, 2019, (i) Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior, (ii)
BTG Pactual Principal Investments Fundo de Investimento em Participações and (iii) Banco BTG Pactual S.A. (the “Sellers”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Energy Sustainable, a company organized and
validly existing under the laws of the Cayman Islands (the “Buyer”), and Hamilton Liborio Agle, a Brazilian citizen, as consenting party, pursuant to which the Sellers sold to the Buyer 20,062,197 Shares of the Issuer (the “Sold Shares”). The Sold
Shares were transferred on May 31, 2019 and as a result of such sale the Reporting Persons no longer own any Shares of the Issuer. The Sold Shares constituted approximately 39% of the Outstanding Shares of the Issuer.
The purchase price for the Sold Shares was 1,000 Brazilian Reais (which is equivalent to approximately US$250) in
cash. In addition, in the event that:
(A) the Buyer subsequently sells, assigns or otherwise transfers any of the Sold Shares to a
third party, the Buyer is required to pay to the Sellers an amount equal to the lower of (i) the amount received as cash consideration for the transfer of the Sold Shares to a third party, or, in the event the Sold Shares are transferred in a
transaction that does not involve cash consideration, the full amount attributed to the Sold Shares in such transaction; and (ii) 60,000,000 Brazilian Reais (which is equivalent to approximately US$15,075,000); or
(B) the Issuer or any of its affiliates subsequently issues equity or any type of debt or
securities which are convertible into equity to, or in favor of, a third party, the Buyer is required to pay to the Sellers ten per cent (10%) of the total amount of such issuance, provided that if the amount of the issuance is equal to or higher
than 200,000,000 Brazilian Reais (which is equivalent to approximately US$50,250,000), the Buyer is required to pay the amount of 60,000,000 Brazilian Reais (which is equivalent to approximately US$15,075,000) to the Sellers.
The Sellers and the Buyer entered into the Share Purchase Agreement taking into account that Alberta Investment
Management Corporation (“AIMCo”), a Canadian pension fund, is analyzing an investment opportunity with respect to the Issuer. In a letter delivered concurrently with the execution of the Share Purchase Agreement, AIMCO has stated that it is fully
aware of the terms and conditions agreed between the Buyer and the Sellers. AIMCO has further confirmed that it would honor the economic terms agreed upon between the Sellers and the Buyer in the event it makes an investment in the Issuer.
The foregoing summary of the Share Purchase Agreement is qualified in its entirety by reference to the terms of
the
Share Purchase Agreement. A copy of the Share Purchase Agreement is filed as Exhibit 6 to this Amendment No. 3.
Transfer Among Reporting Persons
As previously disclosed, on February 26, 2018, Banco BTG Pactual S.A. transferred direct ownership of 9,875,718
Ordinary Shares to Fundo de Investimento Multimercado Crédito Privado LS Investimento no Exterior (“FIM Crédito Privado”). FIM Crédito Privado is managed by Banco BTG Pactual S.A. Prior to the execution of the Share Purchase Agreement, FIM Crédito
Privado transferred direct ownership of 9,875,718 Ordinary Shares to Banco BTG Pactual S.A. BTG Pactual G7 Holding S.A. is the indirect controller of both Banco BTG Pactual S.A. and FIM Crédito Privado.
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Item 5.
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Interests of Securities of the Issuer.
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Items 5 of the
Schedule 13D is hereby amended and restated to read in full as follows:
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(a)
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The Reporting Persons no longer beneficially own any Ordinary Shares.
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(b)
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The Reporting Persons no longer beneficially own any Ordinary Shares.
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(c)
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Except for the transactions described in Item 4 above, the Reporting Persons have not effected any transactions in the
Ordinary
Shares during the past sixty days prior to the date hereof.
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(e)
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On May 31, 2019,
the
Reporting Persons ceased to be the beneficial
owners of more than 5% of the Issuer's Shares.
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Item 6.
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Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
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The information contained in Item 4 of this Amendment No. 3 is incorporated by reference herein.
By execution of this Amendment No. 3, the Reporting Persons have terminated the Joint Filing Agreement among
them, dated as of June 15, 2018, effective immediately.
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Item 7.
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Material to Be Filed as Exhibits
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The following documents are filed as exhibits to this Statement:
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Exhibit Number
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Description
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