0001104659-17-075089.txt : 20171226 0001104659-17-075089.hdr.sgml : 20171225 20171226204146 ACCESSION NUMBER: 0001104659-17-075089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171221 FILED AS OF DATE: 20171226 DATE AS OF CHANGE: 20171226 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOULEVARD ACQUISITION SPONSOR II, LLC CENTRAL INDEX KEY: 0001653776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37561 FILM NUMBER: 171275141 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-878-3500 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ESTRE USA INC. CENTRAL INDEX KEY: 0001649173 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 474583763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-878-3500 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BOULEVARD ACQUISITION CORP. II DATE OF NAME CHANGE: 20150724 4 1 a4.xml 4 X0306 4 2017-12-21 1 0001649173 ESTRE USA INC. BLVD 0001653776 BOULEVARD ACQUISITION SPONSOR II, LLC C/O BOULEVARD ACQUISITION CORP. II 399 PARK AVENUE, 6TH FLOOR NEW YORK NY 10022 0 0 1 0 Private Placement Warrant 11.5 2017-12-21 4 D 0 3654885 0 D Class A Common Stock 3654885 5851365 D Class B Common Stock, par value $.0001 per share 2017-12-21 4 D 0 3598990 0 D Class A Common Stock 3598990 5327258 D Class B Common Stock, par value $.0001 per share 2017-12-21 4 S 0 300000 0.002 D Class A Common Stock 300000 5027258 D The warrants will become exercisable 30 days after the conssumation of the business combination which occured on December 21, 2017 (the "Transaction") pursuant to the Amended and Restated Business Combination Agreement, dated as of September 11, 2017, as amended, by and among the Boulevard Acquisition Corp. II ("Boulevard"), Estre Ambiental S.A. ("Estre"), Boulevard Acquisition Corp II Cayman Holding Company and BII Merger Sub Corp. The warrants expire five years after the completion of the Transaction or earlier upon redemption or liquidation. Disposed of pursuant to the Warrant Forfeiture Agreement, dated as of December 13, 2017, by and among Boulevard Acquisition Sponsor II, LLC (the "Sponsor"), Boulevard and Estre pursuant to which the Sponsor agreed to forfeit to Boulevard, for no consideration, 3,654,885 warrants to purchase shares of Boulevard Class A common stock $0.0001. The securities are held directly by the Sponsor and indirectly by Sonia E. Gardner, Marc Lasry and Stephen S. Trevor, who are the managing members of the Sponsor. Each of Mr. Lasry, Ms. Gardner and Mr. Trevor disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. The shares of the Company's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), were convertable into shares of Class A common stock at the time of the Transaction on a one-for-one basis. Disposed of pursuant to the Forfeiture and Waiver Agreement, dated August 15, 2017, as amended, by and among Boulevard, Estre and the Sponsor pursuant to which the Sponsor agreed to forfeit and surrender to Boulevard, for no consideration, 3,598,990 shares of the Class B Common Stock. Transferred pursuant to the Stock Purchase Agreement, dated as of April 7, 2017, by and among EcoPower Solutions, LLC and the Sponsor. /s/ Alan I. Annex, Attorney in Fact 2017-12-26