NEW YORK and SAO PAULO, Nov. 15,
2017 /PRNewswire/ -- In connection with their
previously announced business combination, Boulevard Acquisition
Corp. II (NASDAQ: BLVD) ("Boulevard") and Estre Ambiental S.A.
("Estre") today announced the appointment of Fabio D'Ávila Carvalho
as Estre's Chief Financial Officer, effective December 1. Mr. Carvalho will bring to his new
role deep experience in financial strategy and planning, having
previously served as the CFO of a leading public company in
Brazil.
Mr. Carvalho most recently served as the CFO of the Brazilian
television network Sistema Brasileiro de Televisão, where he was
instrumental in leading initiatives to improve cash flow and reduce
operational costs. Prior to SBT, he served as Chief Executive
Officer and Investor Relations Officer for logistics, distribution
and transportation services provider Tegma Gestão Logística S.A.,
following his promotion from CFO. Previously, Mr. Carvalho was a
senior executive at Latin
America's largest publishing and printing company Abril
S.A., serving in positions of
increasing responsibility, including as the CFO, Chief Information
Officer and Investor Relations Officer of Abril Educação and as CFO
of Abril Media. His previous experiences include leadership roles
at Banco Fibra S.A., Banco BVA S.A., ABN Amro Bank Inc., and Banco
Pactual S.A. Mr. Carvalho is a graduate of the University of Chicago Booth School of Business and
of Instituto Tecnológico de Aeronáutica.
Mr. Carvalho succeeds Roberto
Nakagome, who is leaving Estre to pursue other opportunities after having made significant
contributions to Estre as CFO since early 2014. Mr. Nakagome will
continue with Estre until December
31, working closely with Mr. Carvalho to ensure a seamless
transition.
Estre Chief Executive Officer Sérgio Pedreiro commented: "We are
delighted that Fabio D'Ávila Carvalho will be Estre's next CFO.
With deep experience as a public company CFO and demonstrated
leadership skills, Fabio is the ideal person to lead our efforts to
implement our growth strategy, strengthen our balance sheet and
create long-term value for shareholders. His financial acumen and
familiarity with best practice financial governance and controls
equip him to be an invaluable
leader of our financial organization.
"As we welcome Fabio, I would also like to thank Roberto Nakagome for his substantial
contributions to the business. We wish him all the best in his
future endeavors."
As announced on August 16, 2017,
Boulevard and Estre have entered into a definitive agreement under
which the two companies will combine under a new holding company
("ESI"), which will be publicly listed.
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. Estre
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. 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's
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 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 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 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 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 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; 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 Communication
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