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): December 7, 2017
Boulevard Acquisition Corp. II
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
|
001-37561 |
|
46-4583763 |
|
399 Park Avenue, 6th Floor |
|
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:
x 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
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 1 to the Amended and Restated Business Combination Agreement
As previously disclosed, on September 11, 2017, Boulevard Acquisition Corp. II (“Boulevard”), 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 (“ESTR”), and BII Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of ESTR (“Merger Sub”), entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), pursuant to which Boulevard and Estre will become subsidiaries of ESTR (the “Business Combination”).
On December 7, 2017, Boulevard, Estre, ESTR and Merger Sub entered into Amendment No. 1 to the Business Combination Agreement (the “Amendment”), pursuant to which the ordinary shares, par value $0.0001 per share, of ESTR (the “Ordinary Shares”) that will be issued to Estre’s existing shareholders was reduced from an aggregate of 35,399,681 Ordinary Shares to an aggregate of 29,384,854 Ordinary Shares (or an aggregate of 32,438,237 Ordinary Shares to an aggregate of 27,001,886 Ordinary Shares if Angra Infra Multiestratégia Fundo de Investimento em Participações elects not to convert its shares of Estre capital stock into Ordinary Shares of ESTR prior to the consummation of the Business Combination).
A copy of the Amendment 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.
Amendment No. 1 to the Forfeiture and Waiver Agreement
As previously disclosed, on August 15, 2017, in connection with the execution of the original Business Combination Agreement between Boulevard and Estre, Boulevard entered into the Forfeiture and Waiver Agreement with Estre and Boulevard Acquisition Sponsor II, LLC (the “Sponsor”).
On December 7, 2017, Boulevard, Estre and the Sponsor entered into Amendment No. 1 to the Forfeiture and Waiver Agreement (the “Amended Forfeiture and Waiver Agreement”), pursuant to which the Sponsor agreed to cause the forfeiture and surrender to Boulevard, for no consideration, 3,700,000 shares of Boulevard Class B common stock.
A copy of the Amended Forfeiture and Waiver Agreement is filed with this Current Report on Form 8-K as Exhibit 2.2 and is incorporated herein by reference, and the foregoing description of the Amended Forfeiture and Waiver Agreement is qualified in its entirety by reference thereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Exhibit |
|
2.1* |
|
Amendment No. 1 to the Amended and Restated Business Combination Agreement, dated December 7, 2017, by and among Boulevard, Estre, ESTR and Merger Sub. |
|
|
|
|
|
2.2 |
|
Amendment No. 1 to the Forfeiture and Waiver Agreement, dated December 7, 2017, by and among Boulevard, Estre and the Sponsor. |
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
Additional Information
In connection with the proposed Business Combination, a Registration Statement on Form F-4 was filed with the SEC that includes a preliminary proxy statement/prospectus that is both the proxy statement to be distributed to holders of Boulevard’s common stock in connection with the solicitation by Boulevard of proxies for the vote by the stockholders on the Business Combination as well as the prospectus covering the registration of the Ordinary Shares issued in connection with the Business Combination. Boulevard will mail the definitive proxy statement/prospectus to its stockholders. Boulevard’s stockholders are urged to read the definitive proxy statement/prospectus regarding the Business Combination when it becomes available because it will contain important information regarding Boulevard, Estre, ESTR, Merger Sub, the Business Combination, the agreements related thereto and related matters. When available, you will be able to obtain copies of all documents regarding the Business Combination and other documents filed by Boulevard or ESTR with the SEC, free of charge, at the SEC’s website (www.sec.gov) or by sending a request to Boulevard at 399 Park Avenue, 6th Floor, New York, New York 10022, or by calling Boulevard at (212) 878-3500.
Participants in the Solicitation
Boulevard, Estre and ESTR and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed Business Combination under the rules of the SEC. Information about the directors and executive officers of Boulevard is set forth in its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on February 21, 2017. Additional information regarding interests of such participants will be contained in the definitive proxy statement/prospectus when available. These documents can be obtained free of charge from the sources indicated above.
Non-Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Forward-looking Statements
This communication includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding forecasts of financial and performance metrics, projections of market opportunity, macroeconomic outlook and the expected benefits of the proposed Business Combination. These statements are based on various assumptions and on the current expectations of Boulevard and Estre management and are not predictions of actual performance. These forward-looking statements are subject to a number of risks and uncertainties, including general economic, political and business conditions in Brazil; potential government interventions resulting in changes to the Brazilian economy, applicable taxes and tariffs, inflation, exchange rates, interest rates and the regulatory environment; changes in the financial condition of Estre’s clients affecting their ability to pay for its services; the results of competitive bidding processes, which could lead to the loss of material contracts or curtail Estre’s expansion efforts; Estre’s history of losses; the outcome of judicial and administrative proceedings to which Estre is or may become a party or governmental investigations to which Estre may become subject that could interrupt or limit Estre’s operations, result in adverse judgments, settlements or fines and create negative publicity; changes in Estre’s clients’ preferences, prospects and the competitive conditions prevailing in the Brazilian waste management; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect ESTR or the expected benefits of the proposed Business Combination or that the approval of the stockholders of Boulevard and/or the shareholders of Estre for the proposed Business Combination is not obtained; failure to realize the anticipated benefits of the proposed Business Combination, including as a result of a delay in consummating the proposed Business Combination or a delay or difficulty in integrating the businesses of Boulevard
and Estre; the amount of redemption requests made by Boulevard’s stockholders; the ability of Boulevard or ESTR to issue equity or equity-linked securities in connection with the proposed Business Combination or in the future, including, without limitation, pursuant to a private investment in public equity, or PIPE, or other offering of equity securities, which could dilute the interests of Boulevard’s stockholders; those factors discussed in Boulevard’s Annual Report on Form 10-K for the year ended December 31, 2016 under the heading “Risk Factors,” and other documents of Boulevard filed, or to be filed, with the SEC. These statements speak only as of the date they are made and none of Boulevard, Estre or ESTR undertakes any obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this communication.
EXHIBIT INDEX
|
Exhibit No. |
|
Exhibit |
|
2.1* |
|
|
|
2.2 |
|
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
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: December 8, 2017 |
| |
|
|
| |
|
|
Boulevard Acquisition Corp. II | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Thomas Larkin |
|
|
|
Name: Thomas Larkin |
|
|
|
Title: Chief Financial Officer |
AMENDMENT NO. 1 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT
This Amendment No. 1, dated as of December 7, 2017 (this “Amendment”), to the Amended and Restated Business Combination Agreement (the “BCA”), dated as of September 11, 2017, by and among Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), Boulevard Acquisition Corp II Cayman Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Newco”), BII Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Newco (“Merger Sub”), and Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”).
WHEREAS, the Company, Newco, Merger Sub and Boulevard have previously entered into the BCA pursuant to which, among other things, the Company and Newco will complete a restructuring pursuant to, and substantially in accordance with, the steps set forth on Exhibit C to the BCA;
WHEREAS, pursuant to Section 7.5 of BCA, the parties desire to amend the BCA prior to the Effective Time.
NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Amendment, and other good and valuable consideration, the adequacy and receipt of which hereby are acknowledged, the parties hereby agree as follows:
1. Defined Terms. All capitalized terms used herein shall have the meanings set forth in the Merger Agreement, unless the context indicates otherwise.
2. Amendments to the BCA.
a. In the seventh “WHEREAS” clause of the BCA, the text “35,399,681” is hereby deleted and replaced with “29,384,854”;
b. In Section 5.6(c) of the BCA, the text “35,399,681” is hereby deleted and replaced with “29,384,854” and the text “32,438,237” is hereby deleted and replaced with “27,001,886”;
c. In Section 6.7(d) of the BCA, the text “35,399,681” is hereby deleted and replaced with “29,384,854” and the text “32,438,237” is hereby deleted and replaced with “27,001,886”; and
d. Exhibit C to the BCA is hereby amended by deleting the current text therein and inserting in lieu thereof the text set forth in Schedule A.
3. Entire Agreement. This Amendment, the BCA (together with the Schedules and Exhibits thereto) and the Confidentiality Agreement constitute the entire agreement among the parties
relating to the transactions contemplated by the BCA and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties to the BCA or any of their respective Subsidiaries relating to the transactions contemplated by the BCA, including the Original BCA. No representations, warranties, covenants, understandings, agreements, oral or otherwise, relating to the transactions contemplated by this Agreement exist between the parties except as expressly set forth in this Amendment, the BCA and the Confidentiality Agreement.
4. Counterparts. This Amendment may be executed in any number of separate counterparts (including by means of facsimile or portable document format (.pdf)), each of which is an original but all of which taken together shall constitute one and the same instrument.
5. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would lead to the application of the laws of any other jurisdiction.
6. Miscellaneous.
a. Any conflict arising between this Amendment and the BCA shall be resolved in favor of the terms and intent of this Amendment.
b. Except as otherwise provided herein, the BCA shall remain unchanged and in full force and effect.
c. From and after the execution of this Amendment by the parties hereto, any reference to the BCA shall be deemed to be a reference to the BCA as amended by this Amendment.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
|
|
COMPANY: | |
|
|
| |
|
|
ESTRE AMBIENTAL S.A. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Sergio Pedreiro |
|
|
|
Name: Sergio Pedreiro |
|
|
|
Title: Presidente |
|
|
|
|
|
|
| |
|
|
By: |
/s/ Roberto Nakagome |
|
|
|
Name: Roberto Nakagome |
|
|
|
Title: Director Financeiro |
|
|
|
|
|
|
| |
|
|
NEWCO: | |
|
|
| |
|
|
BOULEVARD ACQUISITION CORP II CAYMAN HOLDING COMPANY | |
|
|
| |
|
|
| |
|
|
By: |
/s/ David Phillips |
|
|
|
Name: David Phillips |
|
|
|
Title: Chief Executive Officer, Chief Financial Officer and Director |
|
|
|
|
|
|
| |
|
|
MERGER SUB: | |
|
|
| |
|
|
BII MERGER SUB CORP. | |
|
|
| |
|
|
| |
|
|
By: |
/s/ David Phillips |
|
|
|
Name: David Phillips |
|
|
|
Title: Sole Director, Chairman, President, Treasurer and Secretary |
|
|
|
|
|
|
| |
|
|
BOULEVARD: | |
|
|
| |
|
|
BOULEVARD ACQUISITION CORP. II | |
|
|
| |
|
|
| |
|
|
By: |
/s/ Stephen Trevor |
|
|
|
Name: Stephen Trevor |
|
|
|
Title: Chief Executive Officer |
[Signature Page to Amendment No. 1 to Business Combination Agreement]
AMENDMENT TO FORFEITURE AND WAIVER AGREEMENT
Amendment, dated as of December 7, 2017 (this “Amendment”), to the Forfeiture and Waiver Agreement (the “Agreement”), dated as of August 15, 2017, by and among Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil (the “Company”), Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”) and Boulevard Acquisition Sponsor II, LLC a Delaware limited liability company (“Sponsor”).
WHEREAS, the Company, Boulevard and Sponsor have previously entered into the Agreement pursuant to which, among other things, Sponsor agreed to forfeit or cause the forfeiture to Boulevard of certain shares of Boulevard Class B Common Stock, effective as of immediately prior to the Effective Time, under certain circumstances; and
WHEREAS, the parties desire to amend the Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth in this Amendment, and other good and valuable consideration, the adequacy and receipt of which hereby are acknowledged, the parties hereby agree as follows:
1. Defined Terms. All capitalized terms used herein shall have the meanings set forth in the Agreement, unless otherwise defined herein.
2. Amendments to the Agreement. Section 1 of the Agreement is hereby amended, restated and replaced to read in its entirety as follows:
1. (a) Substantially simultaneously with, but immediately prior to, the Effective Time, the Sponsor shall forfeit and surrender and/or cause the forfeiture and surrender to Boulevard, for no consideration, 3,700,000 shares of Boulevard Class B Common Stock.
(b) The Sponsor hereby agrees to take, and authorizes Boulevard to take, such other actions as shall be necessary to evidence such surrender and forfeiture as of immediately prior to the Effective Time.
3. Entire Agreement. The Agreement, as amended by this Amendment, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.
4. Counterparts. This Amendment may be executed in any number of separate counterparts (including by means of facsimile or portable document format (.pdf)), each of which is an original but all of which taken together shall constitute one and the same instrument.
5. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would lead to the application of the laws of any other jurisdiction.
6. Miscellaneous.
a. Any conflict arising between this Amendment and the Agreement shall be resolved in favor of the terms and intent of this Amendment.
b. Except as otherwise provided herein, the Agreement shall remain unchanged and in full force and effect.
c. From and after the execution of this Amendment by the parties hereto, any reference to the Agreement shall be deemed to be a reference to the Agreement as amended by this Amendment.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
|
|
COMPANY: | |
|
|
| |
|
|
ESTRE AMBIENTAL S.A. | |
|
|
| |
|
|
|
|
|
|
By: |
/s/ Sergio Pedreiro |
|
|
|
Name: Sergio Pedreiro |
|
|
|
Title: Presidente |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Roberto Nakagome |
|
|
|
Name: Roberto Nakagome |
|
|
|
Title: Director Financeiro |
|
|
|
|
|
|
|
|
|
|
BOULEVARD: | |
|
|
|
|
|
|
BOULEVARD ACQUISITION CORP. II | |
|
|
| |
|
|
|
|
|
|
By: |
Stephen Trevor |
|
|
|
Name: Stephen Trevor |
|
|
|
Title: Chief Executive Officer |
|
|
|
|
|
|
| |
|
|
SPONSOR: | |
|
|
|
|
|
|
BOULEVARD ACQUISITION SPONSOR II, LLC | |
|
|
| |
|
|
|
|
|
|
By: |
/s/ Sonia Gardner |
|
|
|
Name: Sonia Gardner |
|
|
|
Title: Member |
[Signature Page to Amendment to Forfeiture and Waiver Agreement]