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 15, 2017 (December 13, 2017)
Boulevard Acquisition Corp. II
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
|
001-37561 |
|
46-4583763 |
|
(State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer |
|
of incorporation) |
|
|
|
Identification Number) |
|
399 Park Avenue, 6th Floor |
|
|
|
New York, NY |
|
10022 |
|
(Address of principal executive offices) |
|
(Zip code) |
(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. 2 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 (as amended, the “Business Combination Agreement”), pursuant to which Boulevard and Estre will become subsidiaries of ESTR (the “Business Combination”), which was amended on December 7, 2017, pursuant to Amendment No. 1 to the Business Combination Agreement.
On December 13, 2017, Boulevard, Estre, ESTR and Merger Sub entered into Amendment No. 2 to the Business Combination Agreement (“Amendment No. 2”), pursuant to which the minimum cash amount required to be available at the closing of the Transaction was reduced to $130 million.
A copy of Amendment No. 2 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 Amendment No. 2 is qualified in its entirety by reference thereto.
Warrant Forfeiture Agreement
On December 13, 2017, Boulevard, Estre and Boulevard Acquisition Sponsor II, LLC (the “Sponsor”) entered into a Warrant Forfeiture Agreement pursuant to which the Sponsor agreed to forfeit to Boulevard, for no consideration, 3,748,600 warrants to purchase shares of Boulevard Class A common stock (with each warrant exercisable for one share of Boulevard Class A common stock).
A copy of the Warrant Forfeiture Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Warrant Forfeiture 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. 2 to the Amended and Restated Business Combination Agreement, dated December 13, 2017, by and among Boulevard, Estre, ESTR and Merger Sub. |
|
|
|
|
|
10.1 |
|
Warrant Forfeiture Agreement, dated December 13, 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 Transaction, Boulevard has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on December 8, 2017 (the “Proxy Statement”) and, on December 8, 2017, commenced mailing the Proxy Statement and other relevant documents to its stockholders as of the November 20, 2017 record date for the special meeting. Boulevard’s stockholders are urged to read the Proxy Statement and other relevant documents that have been or will be filed with the SEC in connection with the Boulevard’s solicitation of proxies for its stockholders’ meeting to be held to approve the proposed Transaction because the Proxy Statement contains important information regarding Boulevard, Estre, ESTR, Merger Sub, the Transaction, the agreements related thereto and related matters. When available, you will be able to obtain copies of all documents regarding the Transaction 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 Transaction under the rules of the SEC. Information about the directors and executive officers of Boulevard is set forth in the Proxy Statement, which 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 Transaction. 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 Transaction, 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 Transaction or that the approval of the stockholders of Boulevard and/or the shareholders of Estre for the proposed Transaction is not obtained; failure to realize the anticipated benefits of the proposed Transaction, including as a result of a delay in consummating the proposed Transaction 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 Transaction 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 Proxy Statement 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* |
|
|
|
|
|
|
|
10.1 |
|
* 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 15, 2017
|
|
Boulevard Acquisition Corp. II | |
|
|
| |
|
|
By: |
/s/ Thomas Larkin |
|
|
|
Name: Thomas Larkin |
|
|
|
Title: Chief Financial Officer |
AMENDMENT NO. 2 TO AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT
This Amendment No. 2, dated as of December 13, 2017 (this “Amendment”), to the Amended and Restated Business Combination Agreement (the “BCA”), dated as of September 11, 2017 and amended on December 7, 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, pursuant to Section 13.10 of BCA, the parties desire to amend the BCA prior to the Effective Time 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 BCA, unless the context indicates otherwise.
2. Amendments to the BCA.
a. Section 11.1(h) of the Agreement is hereby amended, restated and replaced to read in its entirety as follows:
(h) After giving effect to (i) the exercise of redemption rights by any Redeeming Stockholders (and all payments made or to be made in respect of all Redemption Shares of the Redeeming Stockholders), and (ii) the sale and issuance by Boulevard of Boulevard Common Stock or by Newco of Newco Shares (the proceeds of which shall be deemed to be cash of Boulevard for purposes of this Section 11.1(h)) between the date of this Agreement and the Closing, in each case, in accordance with Section 9.1(c), Boulevard shall have, as of immediately prior to the Closing, an amount of cash, whether held in the Trust Account or on an unrestricted basis outside of the Trust Account, equal to or greater than the sum of $100,000,000 plus the amount of Estimated Closing Transaction Expenses and Deferred Underwriting Commissions.
b. Exhibit G 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. The BCA (together with the Schedules and Exhibits thereto), as amended by this amendment, the Confidentiality Agreement and the other agreements specifically contemplated by or referred to in the BCA 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 Messias Pedreiro |
|
|
|
Name: Sergio Messias Pedreiro |
|
|
|
Title: CEO |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Fabio Murilo Costa D’Avila Carvalho |
|
|
|
Name: Fabio Murilo Costa D’Avila Carvalho |
|
|
|
Title: CFO |
|
|
|
|
|
|
| |
|
|
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. 2 to Business Combination Agreement]
Execution Version
WARRANT FORFEITURE AGREEMENT
|
Boulevard Acquisition Corp. II |
December 13, 2017 |
399 Park Avenue
6th Floor
New York, NY 10022
Re: Warrant Forfeiture
Ladies and Gentlemen:
This letter (this “Letter Agreement”) is being delivered to you in connection with the private placement of ordinary shares of Boulevard Acquisition Corp II Cayman Holding Company (whose name is expected to change to Estre Ambiental, Inc. upon closing of the Transaction), an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Newco”), relating to the proposed business combination between Boulevard Acquisition Corp. II, a Delaware corporation (“Boulevard”) and Estre Ambiental S.A., a sociedade anônima (“Estre”) contemplated by that certain Amended and Restated Business Combination Agreement, dated as of September 11, 2017 (as amended, the “Business Combination Agreement”), by and among Boulevard, Estre, Newco and BII Merger Sub Corp., a Delaware corporation. Unless otherwise defined herein, capitalized terms are used herein as defined in the Business Combination Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), hereby agrees with Boulevard and Estre 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, 3,748,600 Boulevard Warrants.
(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.
2. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.
3. This Letter Agreement shall automatically terminate and be of no force and effect upon the termination of the Business Combination Agreement for any reason.
4. No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties, except as provided above. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor and its successors and permitted assigns. Any transfer made in contravention of this Letter Agreement shall be null and void.
5. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the Court of
Chancery of the State of Delaware in and for New Castle County, Delaware, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.
6. This Letter Agreement may be executed and delivered (including by facsimile transmission or by electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
[Signature Pages Follow]
|
|
BOULEVARD ACQUISITION SPONSOR II, LLC | |
|
|
| |
|
|
By: |
/s/ Sonia Gardner |
|
|
|
Name: Sonia Gardner |
|
|
|
Title: Member |
|
Acknowledged and Agreed: |
| ||
|
|
| ||
|
BOULEVARD ACQUISITION CORP. II |
| ||
|
|
|
| |
|
|
|
| |
|
By: |
/s/ Stephen Trevor |
| |
|
|
Name: |
Stephen Trevor |
|
|
|
Title: |
Chief Executive Officer |
|
|
|
|
| |
|
|
|
| |
|
ESTRE AMBIENTAL S.A. |
| ||
|
|
|
| |
|
|
|
| |
|
By: |
/s/ Sergio Pedreiro |
| |
|
|
Name: Sergio Pedreiro |
| |
|
|
Title: Presidente |
| |
|
|
|
| |
|
|
|
| |
|
By: |
/s/ Fabio d’Avila Carvalho |
| |
|
|
Name: Fabio d’Avila Carvalho |
| |
|
|
Title: Director Financeiro |
| |
[Signature Page to Warrant Forfeiture Agreement]