Subsequent Events	3 Months Ended
Mar. 31, 2015
Subsequent Events
Subsequent Events	9. Subsequent Events On April 30, 2015, the Company and The Dow Chemical Company, a Delaware corporation (“TDCC”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which, among other things, the Company agreed to purchase all of the issued and outstanding shares of capital stock of AgroFresh Inc. (“AgroFresh”), an indirect wholly-owned subsidiary of TDCC (the “Transaction”). The Transaction and Consideration Pursuant to the Stock Purchase Agreement, TDCC will cause to be sold to the Company, and the Company will purchase, all of the issued and outstanding shares of capital stock of AgroFresh. At the closing of the Transaction (the “Closing”), the Company will pay to TDCC $635,000,000 (the “Cash Consideration”) subject to adjustments, if applicable, and will issue to TDCC (i) one newly created share of Series A Preferred Stock and (ii) 17,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Boulevard Common Stock”); provided, that under certain circumstances and subject to limitations, TDCC may receive at Closing less than $635,000,000 in Cash Consideration and more than 17,500,000 shares of the Company’s Common Stock as stock consideration provided that the aggregate value of such Cash Consideration and stock consideration shall be unchanged, and (iii) the TDCC Warrants (as defined below) pursuant to the Warrant Purchase Agreement (as defined below), provided, that, in the event that the Company has not issued to TDCC an aggregate of 6,000,000 warrants on or prior to the date that is nine months after the Closing, (a) the Sponsor will transfer to the Company, at no cost to the Company, the Make-Up Warrant Amount (as defined below) and (b) the Company will issue such number of additional TDCC Warrants equal to the Make-Up Warrant Amount. After the Closing, AgroFresh will be owned by the Company. The Cash Consideration will be principally funded from the cash available to the Company from the Trust Account and debt financing of up to $425 million that Bank of Montreal and BMO Capital Markets Corp. have committed to fund at the Closing pursuant to a Debt Commitment Letter, dated April 30, 2015, by and among the Company, Bank of Montreal, and BMO Capital Markets Corp. (the “Debt Commitment Letter”). In addition to the Cash Consideration to be paid at Closing, TDCC will be entitled to receive (i) in 2018 an additional deferred payment from the Company of $50,000,000, subject to the achievement of a specified average EBITDA level over the two year period from January 1, 2016 to December 31, 2017 and (ii) pursuant to the Tax Receivables Agreement, 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that the Company and TDCC have agreed to make in connection with the proposed Transaction. Warrant Purchase Agreement In connection with, and as a condition to the consummation of, the Transaction, the Company, the Sponsor and TDCC propose to enter into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”). Pursuant to the Warrant Purchase Agreement, beginning on the date of Closing and ending on the date that is nine months after the Closing, the Company shall purchase in the open market warrants issued in connection with the Company’s initial public offering, in an aggregate amount of $10 million, at a purchase price per warrant of no more than $1.25. If the Company has not purchased in the aggregate $10 million of warrants before the date that is nine months after the Closing, Sponsor may sell to the Company private placement warrants it holds at $1.00 per private placement warrant to satisfy the obligation (such private placement warrants, together with all other warrants purchase under the Warrant Purchase Agreement, the “Purchased Warrants”). Pursuant to the Warrant Purchase Agreement, the Company shall issue to TDCC no later than the date that is nine months after the Closing warrants to purchase Boulevard Common Stock representing 66 2/3% of the Purchased Warrants at no cost to TDCC and on the same terms as the warrants issued in connection with the Company’s initial public offering (the “TDCC Warrants”). In the event that the Company has not issued to TDCC an aggregate of 6,000,000 TDCC Warrants on or prior to the date that is nine months after the Closing, (a) the Sponsor will transfer to the Company, at no cost to the Company, the number of warrants equal to one-half of the difference between (i) 6,000,000 and (ii) the number of TDCC Warrants issued by the Company to TDCC on or prior to such date (such difference between clauses (i) and (ii), the “Make-Up Warrant Amount”) and (b) the Company will issue such number of TDCC Warrants equal to the Make-Up Warrant Amount. Tax Receivables Agreement In connection with, and as a condition to the consummation of, the Transaction, TDCC, AgroFresh and the Company propose to enter into a Tax Receivables Agreement (the “Tax Receivables Agreement”). Pursuant to the Tax Receivables Agreement, the Company will pay annually to TDCC 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that the Company and TDCC have agreed to make in connection with the proposed Transaction. Conditions to Completion of the Transaction The consummation of the transactions contemplated by the Purchase Agreement is subject to a number of conditions set forth in the Purchase Agreement including, among others, receipt of the requisite approval of the stockholders of the Company.

9. Subsequent Events

On April 30, 2015, the Company and The Dow Chemical Company, a Delaware corporation (“TDCC”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which, among other things, the Company agreed to purchase all of the issued and outstanding shares of capital stock of AgroFresh Inc. (“AgroFresh”), an indirect wholly-owned subsidiary of TDCC (the “Transaction”).

The Transaction and Consideration

Pursuant to the Stock Purchase Agreement, TDCC will cause to be sold to the Company, and the Company will purchase, all of the issued and outstanding shares of capital stock of AgroFresh. At the closing of the Transaction (the “Closing”), the Company will pay to TDCC $635,000,000 (the “Cash Consideration”) subject to adjustments, if applicable, and will issue to TDCC (i) one newly created share of Series A Preferred Stock and (ii) 17,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Boulevard Common Stock”); provided, that under certain circumstances and subject to limitations, TDCC may receive at Closing less than $635,000,000 in Cash Consideration and more than 17,500,000 shares of the Company’s Common Stock as stock consideration provided that the aggregate value of such Cash Consideration and stock consideration shall be unchanged, and (iii) the TDCC Warrants (as defined below) pursuant to the Warrant Purchase Agreement (as defined below), provided, that, in the event that the Company has not issued to TDCC an aggregate of 6,000,000 warrants on or prior to the date that is nine months after the Closing, (a) the Sponsor will transfer to the Company, at no cost to the Company, the Make-Up Warrant Amount (as defined below) and (b) the Company will issue such number of additional TDCC Warrants equal to the Make-Up Warrant Amount. After the Closing, AgroFresh will be owned by the Company.

The Cash Consideration will be principally funded from the cash available to the Company from the Trust Account and debt financing of up to $425 million that Bank of Montreal and BMO Capital Markets Corp. have committed to fund at the Closing pursuant to a Debt Commitment Letter, dated April 30, 2015, by and among the Company, Bank of Montreal, and BMO Capital Markets Corp. (the “Debt Commitment Letter”).

In addition to the Cash Consideration to be paid at Closing, TDCC will be entitled to receive (i) in 2018 an additional deferred payment from the Company of $50,000,000, subject to the achievement of a specified average EBITDA level over the two year period from January 1, 2016 to December 31, 2017 and (ii) pursuant to the Tax Receivables Agreement, 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that the Company and TDCC have agreed to make in connection with the proposed Transaction.

Warrant Purchase Agreement

In connection with, and as a condition to the consummation of, the Transaction, the Company, the Sponsor and TDCC propose to enter into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”). Pursuant to the Warrant Purchase Agreement, beginning on the date of Closing and ending on the date that is nine months after the Closing, the Company shall purchase in the open market warrants issued in connection with the Company’s initial public offering, in an aggregate amount of $10 million, at a purchase price per warrant of no more than $1.25. If the Company has not purchased in the aggregate $10 million of warrants before the date that is nine months after the Closing, Sponsor may sell to the Company private placement warrants it holds at $1.00 per private placement warrant to satisfy the obligation (such private placement warrants, together with all other warrants purchase under the Warrant Purchase Agreement, the “Purchased Warrants”).

Pursuant to the Warrant Purchase Agreement, the Company shall issue to TDCC no later than the date that is nine months after the Closing warrants to purchase Boulevard Common Stock representing 66 2/3% of the Purchased Warrants at no cost to TDCC and on the same terms as the warrants issued in connection with the Company’s initial public offering (the “TDCC Warrants”).

In the event that the Company has not issued to TDCC an aggregate of 6,000,000 TDCC Warrants on or prior to the date that is nine months after the Closing, (a) the Sponsor will transfer to the Company, at no cost to the Company, the number of warrants equal to one-half of the difference between (i) 6,000,000 and (ii) the number of TDCC Warrants issued by the Company to TDCC on or prior to such date (such difference between clauses (i) and (ii), the “Make-Up Warrant Amount”) and (b) the Company will issue such number of TDCC Warrants equal to the Make-Up Warrant Amount.

Tax Receivables Agreement

In connection with, and as a condition to the consummation of, the Transaction, TDCC, AgroFresh and the Company propose to enter into a Tax Receivables Agreement (the “Tax Receivables Agreement”). Pursuant to the Tax Receivables Agreement, the Company will pay annually to TDCC 85% of the amount of any tax savings, if any, in U.S. Federal, state and local income tax or franchise tax that the Company actually realizes as a result of the increase in tax basis of the AgroFresh assets resulting from a section 338(h)(10) election that the Company and TDCC have agreed to make in connection with the proposed Transaction.

Conditions to Completion of the Transaction

The consummation of the transactions contemplated by the Purchase Agreement is subject to a number of conditions set forth in the Purchase Agreement including, among others, receipt of the requisite approval of the stockholders of the Company.