Boulevard’s $1.1 Billion Combination with Estre

Greenberg Traurig LLP and Demarest Advogados acted as counsel to Boulevard. Skadden, Arps, Slate, Meagher & Flom LLP and Machado, Meyer, Sendacz e Opice Advogados acted as counsel to Estre

Boulevard Acquisition Corp. II (NASDAQ: BLVD) (“Boulevard”), a blank check company sponsored by an affiliate of Avenue Capital Group, and Estre Ambiental S.A. (“Estre”), the largest waste management company in Brazil and Latin America, jointly announced today that they have entered into a definitive agreement pursuant to which Boulevard will combine with Estre. As a result of the transaction, Estre will become a publicly listed company with an anticipated initial enterprise value of approximately US$1.1 billion, implying a 7.7x multiple of its projected 2018 Adjusted EBITDA.

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, which is expected to generate revenues of approximately US$466 million and adjusted EBITDA of approximately US$132 million in 2017 (considering a USD/BRL exchange rate of US$1.00 to R$3.19), 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 in an expanding market, Estre is favorably positioned to lead in a fragmented industry with increasing regulatory support for environmentally-sound waste disposal.

Today, Estre operates as an environmentally progressive, transparent and compliance-focused company. Estre’s landfill operations, which are currently focused around 13 strategically located landfills, dispose of approximately 6 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, with the potential to generate more than 80 MW, as well as three hazardous and medical waste facilities.

Estre’s management team, led by chief executive officer Sérgio Pedreiro, will continue to lead the company following the completion of the transaction. It is anticipated that the board of directors of the company will be comprised of nine members, including five independent directors with strong environmental services and compliance backgrounds.

The Skadden team includes: M&A partner Michael Civale (Picture); Corporate partner Mathias von Bernuth (São Paulo); and Tax partner Victor Hollender.

 

Involved fees earner: Michael Civale – Skadden Arps Slate Meager & Flom; Mathias von Bernuth – Skadden Arps Slate Meager & Flom; Victor Hollender – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Estre Ambiental S.A.;

 

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Author: Ambrogio Visconti.