SÃO PAULO and NEW YORK,
Oct. 23, 2017 /PRNewswire/ -- Estre
Ambiental S.A. ("Estre"), the largest waste management company
in Brazil and Latin America, today announced that it
has entered into three independent memoranda of understanding to
acquire three waste management companies in Brazil. All three transactions are expected to
be completed in early 2018. As announced on August 16, 2017, Estre has entered into a
definitive agreement to combine with Boulevard Acquisition Corp. II
(NASDAQ: BLVD) ("Boulevard") in a transaction that will result in a
new-publicly listed combined company Estre Ambiental, Inc.
("ESI").
In aggregate, the three companies expected to be acquired
operate 229 collection vehicles and one landfill asset, servicing
97 clients. With expected combined annual revenues of R$213 million and Adjusted EBITDA of R$43 million in 2017, the three companies
collectively are expected to contribute an incremental R$30 million (US$9.5
million, assuming a USD/BRL exchange rate of US$1.00 to R$3.19) to ESI's projected 2018
Adjusted EBITDA. Estre believes that the average purchase multiple
of approximately 3.5x Adjusted EBITDA (pre-synergies) further
validates the contemplated acquisitions and Estre's inorganic
growth thesis.
Estre believes that the acquisitions will position the company
to expand in three distinct, strategically-important geographic
areas. The three transactions are independent of each other, are
with unrelated sellers and are not conditioned on each other in any
way.
Estre chief executive officer Sérgio Pedreiro commented,
"As the leading waste management company in Brazil and Latin
America, our goal is to continue capturing growth and
investing in attractive acquisition opportunities. We are pleased
to have reached agreements with three strong local players that
will contribute new customer contracts, additional operating assets
and increased landfill capacity. Beyond these proposed
transactions, we have a robust pipeline of additional acquisitions
which we also intend to aggressively pursue."
Estre provides a full range of waste-related and environmental
services to a public of more than 31 million people daily in seven
Brazilian states where approximately 50% of Brazil's population is concentrated. The
company focuses on collection, treatment and disposal of
non-hazardous and hazardous waste to municipal, industrial and
commercial customers. Showing consistently high-single-digit
revenue growth (excluding divested operations) in an expanding
market, Estre is favorably positioned to lead in a fragmented
industry with increasing regulatory requirements for
environmentally-sound waste disposal.
About Estre Ambiental S.A.
Estre is the largest waste management company in Brazil and Latin
America, as measured by disposal capacity, collection volume
and market share. The company 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's
landfill operations, which are currently focused around 13
strategically located landfills, dispose of approximately 6.0
million tons of waste annually. The company 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 is 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
completed its initial public offering in September 2015, raising US$370 million in cash proceeds.
Boulevard's officers and certain of its directors are affiliated
with Avenue Capital Group. Avenue is an established global
alternative investment firm founded in 1995. Avenue's primary focus
is investing in credit and other special situation investments in
the United States, Europe and Asia. Avenue has approximately US$10 billion in assets under management as of
July 31, 2017. Additional information
about Boulevard is available at www.boulevardacq.com.
Participants in the Solicitation
Boulevard, Estre and ESI 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 described in this press release under
the rules of the Securities and Exchange Commission (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.
Information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of the
stockholders in connection with the proposed business combination
will be set forth in the definitive proxy statement/prospectus when
it is filed with the SEC on Form F-4. These documents can be
obtained free of charge from the sources indicated above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Boulevard, ESI or Estre, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
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 adjusted
EBITDA projections and forecasts of other 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 ESI 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 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 ESI 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; failure to complete the
acquisition of the three waste management companies in early 2018
or at all; failure of the acquired companies to contribute expected
amounts to ESI's 2018 Adjusted EBITDA; 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 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
For Boulevard:
Todd Fogarty / Aduke Thelwell
Kekst
todd.fogarty@kekst.com or aduke.thelwell@kekst.com
+ 1 (212) 521-4800
For Estre:
Juliana Gilio
Giusti Comunication
Juliana.gilio@giusticom.com.br
+55 11 5502-5460
Citigroup Global Markets Inc.:
Neil Shah
neil.shah@citi.com
+1 (212) 723-3264
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SOURCE Boulevard Acquisition Corp. II