UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 9, 2015
Boulevard Acquisition Corp. II
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-37561 |
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46-4583763 |
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399 Park Avenue, 6th Floor |
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10022 |
(212) 878-3500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 8.01. Other Events.
On October 9, 2015, Boulevard Acquisition Corp. II (the “Company”) consummated the sale of an additional 2,000,000 units (the “Additional Units”) pursuant to the terms of the Underwriting Agreement, dated September 21, 2015, between the Company and Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule I thereto (the “Underwriters”), from the Underwriters partial exercise of their over-allotment option to purchase additional units of the Company. Each Additional Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), and one-half of one warrant (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share. The Additional Units were sold at an offering price of $10.00 per Additional Unit, generating gross proceeds to the Company of $20,000,000.
Simultaneously with the consummation of the sale of the Additional Units, the Company consummated the private sale of an additional 400,000 warrants (the “Additional Private Placement Warrants”), each exercisable to purchase one share of Common Stock for a price of $11.50 per share, to Boulevard Acquisition Sponsor II, LLC (the “Sponsor”) and an unaffiliated purchaser, at a price of $1.00 per Additional Private Placement Warrant, generating gross proceeds of $400,000. The Additional Private Placement Warrants are identical to the Warrants included in the Additional Units, except that the Additional Private Placement Warrants (i) will not be redeemable by the Company so long as they are held by their initial purchasers or their permitted transferees, and (ii) may not be transferred, assigned or sold, except to certain permitted transferees, until 30 days after the Company completes its initial business combination.
The Company previously announced the consummation of its initial public offering (the “Offering”) of 35,000,000 units (the “Units”) on September 25, 2015, which were sold at an offering price of $10.00 per Unit, and the private sale by the Company of an aggregate of 9,350,000 warrants (the “Private Placement Warrants”) to the Sponsor and an unaffiliated purchaser, at a price of $1.00 per Private Placement Warrant, generating total net proceeds of $350,000,000, excluding amounts not held in the trust account at JP Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).
A total of $20,000,000 of the net proceeds from the sale of the Additional Units and the Additional Private Placement Warrants were placed in the Trust Account. Except for the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in the Trust Account will be released until the earlier of the completion of the Company’s initial business combination or the redemption of 100% of the Common Stock issued by the Company in the Offering if the Company is unable to consummate an initial business combination within 24 months from the closing of the Offering, or 27 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the Offering.
On October 9, 2015, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the partial exercise of the Underwriters’ over-allotment option.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Exhibit |
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99.1 |
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Press Release of Boulevard Acquisition Corp. II, dated as of October 9, 2015. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: October 15, 2015
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Boulevard Acquisition Corp. II | |
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By: |
/s/ Stephen S. Trevor |
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Name: Stephen S. Trevor |
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Title: President, Chief Executive Officer and Secretary |
Exhibit 99.1
Boulevard Acquisition Corp. II Announces Closing of Over-Allotment Option
in Connection with Its Initial Public Offering, Raising Total Gross Proceeds of $370 Million
New York, NY, October 9, 2015 - Boulevard Acquisition Corp. II (the “Company”) (NASDAQ: BLVDU) announced today that the underwriters of its initial public offering of Class A common stock have partially exercised their over-allotment option to purchase an additional 2,000,000 units at $10.00 per unit, representing $20,000,000 in additional gross proceeds. As a result, an aggregate of 37,000,000 units have been issued by the Company bringing the total gross proceeds of the initial public offering to $370,000,000.
The Company is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business industry or sector.
The units are listed on The NASDAQ Capital Market under the symbol “BLVDU” and began trading on September 22, 2015. Each unit consists of one share of the Company’s Class A common stock and one-half of one warrant. Each whole warrant will entitle the holder thereof to purchase one share of the Company’s Class A common stock at a price of $11.50 per share and only whole warrants will be exercisable. Once the securities comprising the units begin separate trading, the Class A common stock and the warrants are expected to be listed on the NASDAQ Capital Market under the symbols “BLVD” and “BLVDW”, respectively.
The Company’s sponsor is Boulevard Acquisition Sponsor II, LLC, an affiliate of Avenue Capital Group, which is an established global alternative investment firm with approximately $13.2 billion in assets under management, as of September 30, 2015.
A registration statement relating to these units and the underlying securities was declared effective by the Securities and Exchange Commission on Monday, September 21, 2015. This offering is being made only by means of a prospectus, copies of which may be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; (Tel: 800-831-9146).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction.
Information Concerning Forward-Looking Statements:
This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Boulevard Acquisition Corp. II
expects or anticipates will or may occur in the future are forward-looking statements. These statements are subject to a number of risks and uncertainties, including, but not limited to the following: changes in general economic, market or business conditions; the opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulations; and other factors, many of which are beyond the control of Boulevard Acquisition Corp. II. Information concerning these and other factors can be found in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Boulevard Acquisition Corp. II disclaims any obligation to update or revise any forward-looking statements after the date of this release, except as may be required by law.
Contact on Behalf of Boulevard Acquisition Corp. II:
Todd Fogarty
Kekst and Company
212-521-4854
todd-fogarty@kekst.com
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