Estre Ambiental S.A. (‘Estre’) entered into a definitive agreement to acquire Boulevard Acquisition Corp. II (NasdaqCM:BLVD) (‘Boulevard’) in a reverse merger transaction on August 15, 2017. Under the terms of the transaction, Estre will not receive any cash consideration and will receive shares of the newly public traded holding company which will be named Estre Ambiental, Inc. Estre will become a publicly listed company as a result of the transaction. Estre shareholders will hold approximately 43% of the shares of the combined public company, while existing Boulevard stockholders will hold the remaining shares. Estre will be the acquirer for accounting and financial reporting purposes. Following completion, the board of directors will be comprised of no fewer than 11 directors, at least seven of whom will qualify as independent directors and with a majority of such board of directors being comprised of non-U.S. residents. The Board of Directors will include Sergio Pedreiro, Andreas Gruson and Stephen Trevor. Seven independent directors will be comprised of Andreas Gruson and six individuals selected by mutual agreement of Boulevard and Estre. Estre’s management team, led by Chief Executive Officer Sérgio Pedreiro, will continue to lead the company following completion of the transaction. On September 20, 2017, three independent members of the board of the combined publicly traded combined company were named as Richard Burke, Klaus Pohle and Robert C. “Bob” Boucher Jr. The deal is subject to approval of a majority of the shares of Boulevard common stock, registration statement having been declared effective by the SEC, the listing on NASDAQ of Newco's ordinary shares to be issued in the business combination, subject to official notice of issuance, the warrant agreement having been amended to provide for the terms of the converted warrants, the exchange and support agreement having been executed and delivered by all parties, pre-closing restructuring having been completed, delivery by Estre of a copy of the resolutions of Estre's board of directors authorizing the execution of the business combination agreement and the consummation of the transactions contemplated thereby, delivery by Boulevard of a copy of the resolutions of Boulevard's board of directors authorizing the execution of the business combination agreement and the consummation of the transactions contemplated thereby, the restructuring of Estre's outstanding first and second issuances of debentures having been completed, delivery by Boulevard of executed counterparts of the registration rights and lock-up agreement duly executed by the sponsor and the other public stockholders party thereto various transaction agreements to which it or Boulevard's stockholders are a party, delivery by Estre of executed counterparts of the registration rights and lock-up agreement duly executed by the shareholders of Newco, Boulevard's officers and directors having executed written resignations and releases. The transaction has been approved by the Boards of Directors of Boulevard and Estre. As of December 21, 2017, Boulevard Acquisition shareholders approved the transaction. On September 11, 2017, Estre and Boulevard entered into an amended agreement regarding the transaction. The deal is expected to complete by early December 2017. Alan Annex, Joseph A. Herz of Greenberg Traurig, LLP and Demarest Advogados acted as legal advisor, Citigroup Global Markets Inc. acted as financial advisor, Morrow Sodali Global LLC acted as proxy solicitor and Continental Stock Transfer & Trust Company, Inc. acted as registrar to Boulevard. Michael A. Civale, J. Mathias von Bernuth, Jason Simon and Victor Hollender of Skadden, Arps, Slate, Meagher & Flom LLP and Machado, Meyer, Sendacz e Opice acted as legal advisors for Estre. Todd Fogarty and Aduke Thelwell from Kekst acted as PR advisors for Boulevard Acquisition Corp. II. Juliana Gilio from Giusti Comunication acted as PR advisor for Estre Ambiental S.A. Upon consummation of the transaction, Citigroup and the other underwriters of the IPO of Boulevard' are entitled to $12.9 million of deferred underwriting commission. Citigroup is not entitled to receive any additional fees for serving as Boulevard's capital markets advisor to assist with the business combination. Estre Ambiental S.A. (‘Estre’) completed the acquisition of Boulevard Acquisition Corp. II (NasdaqCM:BLVD) (‘Boulevard’) in a reverse merger transaction on December 21, 2017.