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 21, 2017
Estre USA Inc.
(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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1830, Presidente Juscelino Kubitschek Avenue, |
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Tower I, 3rd Floor |
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Itaim Bibi |
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São Paulo |
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Brazil |
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04543-900 |
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(Address of principal executive offices) |
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(Zip code) |
+55 11 3709-2300
(Registrant’s telephone number, including area code)
Boulevard Acquisition Corp. II
399 Park Avenue, 6th Floor
New York, NY
(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
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 5.07. Submission of Matters to a Vote of Security Holders.
On December 21, 2017, Estre USA Inc., formerly known as Boulevard Acquisition Corp. II (the “Company”), held a special meeting of stockholders (the “Meeting”). At the Meeting, the stockholders approved the following items: (i) a proposal to approve the adoption of the Amended and Restated Business Combination Agreement, dated as of September 11, 2017, as amended(the “Transaction Agreement”), by and among the Company, Estre Ambiental, S.A., Boulevard Acquisition Corp II Cayman Holding Company (“ESTR”) (whose name changed to Estre Ambiental, Inc. upon closing of the transaction) and BII Merger Sub Corp. (“Merger Sub”) and the merger of Merger Sub with and into the Company described therein (collectively, the “Transaction Proposal”) and (ii) a proposal to approve the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the special meeting, there were not sufficient votes to approve the Transaction Proposal or the holders of shares of Boulevard Class A common stock (the “Public Shares”) have elected to redeem an amount of Public Shares such that the minimum available cash condition to the obligation to closing of the transaction would not be satisfied (the “Adjournment Proposal”). The affirmative vote of a majority of the Public Shares and the Boulevard Class B common stock (collectively, “Boulevard Common Stock”) outstanding as of the record date, voting together as a single class, was required to approve each of the Transaction Proposal and the Adjournment Proposal.
Set forth below are the final voting results for each of the proposals:
Transaction Proposal
The Transaction Proposal was approved. The voting results of the Boulevard Common Stock were as follows:
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For |
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Against |
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Abstentions |
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33,457,117 |
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2,791,169 |
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0 |
Adjournment Proposal
The Adjournment Proposal was approved. The voting results of the shares of the Boulevard Common Stock were as follows:
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For |
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Against |
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Abstentions |
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32,460,943 |
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3,787,343 |
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0 |
Item 8.01. Other Events.
On December 22, 2017, the Company and ESTR issued a press release announcing the closing of the transactions pursuant to the Transaction Agreement. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release, dated December 22, 2017 |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Boulevard Acquisition Corp. II and Estre Ambiental S.A. Complete Business Combination
Combined Company Trading on NASDAQ under ticker ESTR
Completed Transaction Will Enhance Market Leadership of
the Largest Waste Management Company in Latin America
New York and São Paulo, December 22, 2017 — Boulevard Acquisition Corp. II (NASDAQ: BLVD) (“Boulevard”) and Estre Ambiental S.A. today jointly announced that their previously announced business combination has closed following the receipt of Boulevard stockholder approval. The newly combined company, named Estre Ambiental, Inc. (“Estre”), will begin trading its ordinary shares and warrants today on the NASDAQ under the symbols “ESTR” and “ESTRW,” respectively.
Sérgio Pedreiro, Chief Executive Officer of Estre, said, “We are excited to have completed our combination with Boulevard and look forward to continuing our strategy of pursuing organic and acquisition growth opportunities. We will continue to work hard to distinguish Estre as the leading waste management enterprise in Latin America and maximize the abundant opportunities ahead.”
As previously announced, Estre’s management team, led by Chief Executive Officer Sérgio Pedreiro, will continue to lead the company.
About Estre
Estre is the largest waste management company in Brazil and Latin America, as measured by disposal capacity, collection volume and market share. Estre provides collection, transfer, recycling and disposal services to more than 31 million people in seven Brazilian states where approximately 50% of Brazil’s population is concentrated. Estre landfill operations, which are currently focused around 13 strategically located landfills, dispose of approximately 6.0 million tons of waste annually. Estre also expects to add five additional landfills to its operations over the next several years. Estre’s waste management infrastructure also includes two landfill gas-to-energy facilities with an installed capacity of approximately 14 MW, as well as three hazardous and medical waste facilities. Additional information on Estre is available at http://www.estre.com.br/en/.
About Boulevard Acquisition Corp. II
Boulevard was a public investment vehicle formed by Avenue Capital Group for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Boulevard’s former officers and certain of its directors are affiliated with Avenue Capital Group. Avenue is an established global alternative investment firm founded in 1995 with approximately US$10 billion in assets under management. Avenue’s primary focus is investing in credit and other special situation investments in the United States, Europe
and Asia.
Forward-Looking Statements
This press release 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 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; 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; those factors discussed in Estre’s prospectus, dated December 8, 2017, under the heading “Risk Factors,” and other documents of Estre filed, or to be filed, with the SEC. These statements speak only as of the date they are made and neither Boulevard nor Estre undertakes any obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this press release.
Contacts
Fabio D’Avila
Estre
ir@estre.com.br
+55 11-3709-2358
Todd Fogarty / Aduke Thelwell
Kekst
todd.fogarty@kekst.com or aduke.thelwell@kekst.com
+ 1 212-521-4800