0001104659-18-000190.txt : 20180102 0001104659-18-000190.hdr.sgml : 20180102 20180102152119 ACCESSION NUMBER: 0001104659-18-000190 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20180102 DATE AS OF CHANGE: 20180102 GROUP MEMBERS: BANCO BTG PACTUAL S.A. GROUP MEMBERS: BTG PACTUAL GESTORA DE RECURSOS LTDA GROUP MEMBERS: BTG PACTUAL HOLDING S.A. GROUP MEMBERS: BTG PACTUAL PRINCIPAL INVESTMENTS FUNDO DE INVESTIMENTO EM PARTICIPACOES GROUP MEMBERS: FUNDO DE INVESTIMENTO EM PARTICIPACOES TURQUESA MULTIESTRATEGIA INVESTIMENTO NO EXTERIOR GROUP MEMBERS: IRON FUNDO DE INVESTIMENTOS EM PARTICIPACOES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ESTRE AMBIENTAL, INC. CENTRAL INDEX KEY: 0001716586 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90227 FILM NUMBER: 18501517 BUSINESS ADDRESS: STREET 1: 1830, PRESIDENTE JUSCELINO KUBITSCHEK STREET 2: AVENUE, TOWER I, 3RD FLOOR ITAIM BIBI CITY: SAO PAULO STATE: D5 ZIP: 04543-900 BUSINESS PHONE: 55 11 3709 2300 MAIL ADDRESS: STREET 1: 1830, PRESIDENTE JUSCELINO KUBITSCHEK STREET 2: AVENUE, TOWER I, 3RD FLOOR ITAIM BIBI CITY: SAO PAULO STATE: D5 ZIP: 04543-900 FORMER COMPANY: FORMER CONFORMED NAME: BOULEVARD ACQUISITION CORP II CAYMAN HOLDING Co DATE OF NAME CHANGE: 20170908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BTG Pactual G7 Holding S.A. CENTRAL INDEX KEY: 0001726702 IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PRAIA DE BOTAFOGO, 501, 5TH FLOOR CITY: RIO DE JANEIRO STATE: D5 ZIP: 22250-040 BUSINESS PHONE: 55 11 3383 2335 MAIL ADDRESS: STREET 1: PRAIA DE BOTAFOGO, 501, 5TH FLOOR CITY: RIO DE JANEIRO STATE: D5 ZIP: 22250-040 SC 13D 1 a17-29013_2sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934*

 

Estre Ambiental, Inc.

(Name of Issuer)

 

Ordinary Shares, $0.0001 par value per share

(Title of Class of Securities)

 

G3206V100

(CUSIP Number)

 

BTG Pactual G7 Holding S.A.
Praia de Botafogo, 501
5th Floor
Rio de Janeiro
22250-040 RJ
Brazil
Tel: (11) 3383-2000)

 

Copy to:

J. Mathias von Bernuth, Esq.
Michael A. Civale, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP
Avenida Brigadeiro Faria Lima, 3311, 7th Floor
São Paulo, Brazil 04538-133
Tel: 55-11-3708-1820
Fax: 55-11-3708-1845

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 21, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   G3206V100

 

 

1

Names of Reporting Persons.
BTG Pactual G7 Holding S.A.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Brazil

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,259,638 shares (1)

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,259,638 shares (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,259,638 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
39.6% (2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)

 

BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia (“BTG Pactual FIP”) owns 9,097,026 Ordinary Shares of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (“Ordinary Shares”). BTG Pactual FIP is managed by BTG Pactual Gestora de Recursos Ltda. (the “BTG Manager”). BTG Manager is a direct or indirect wholly-owned subsidiary of Banco BTG Pactual S.A. Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”) owns 1,089,453 Ordinary Shares. FIP Turquesa is managed by BTG Manager. Iron Fundo de Investimento em Participações — Multiestratégia Investimento no Exterior (“FIP Iron”) owns 197,441 Ordinary Shares. FIP Iron is managed by BTG Manager. Banco BTG Pactual S.A. owns 9,875,718 Ordinary Shares. Banco BTG Pactual S.A. is directly controlled by BTG Pactual Holding S.A. (“Holding”) which in turn is directly controlled by G7. As a consequence, G7 is the indirect controller of Banco BTG Pactual S.A. Accordingly, the foregoing entities may be deemed to share voting and dispositive power over 20,259,638 Ordinary Shares.

 

 

 

(2)

 

Based on 45,636,732 Ordinary Shares outstanding as of December 21, 2017 as disclosed in the Issuer’s Form 6-K filed on December 28, 2017 with the Securities and Exchange Commission.

 

2



 

CUSIP No.   G3206V100

 

 

1

Names of Reporting Persons.
BTG Pactual Holding S.A.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Brazil

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,259,638 shares (1)

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,259,638 shares (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,259,638 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
39.6% (2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)

 

BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia (“BTG Pactual FIP”) owns 9,097,026 Ordinary Shares of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (“Ordinary Shares”). BTG Pactual FIP is managed by BTG Pactual Gestora de Recursos Ltda. (the “BTG Manager”). BTG Manager is a direct or indirect wholly-owned subsidiary of Banco BTG Pactual S.A. Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”) owns 1,089,453 Ordinary Shares. FIP Turquesa is managed by BTG Manager. Iron Fundo de Investimento em Participações — Multiestratégia Investimento no Exterior (“FIP Iron”) owns 197,441 Ordinary Shares. FIP Iron is managed by BTG Manager. Banco BTG Pactual S.A. owns 9,875,718 Ordinary Shares. Banco BTG Pactual S.A. is directly controlled by BTG Pactual Holding S.A. (“Holding”) which in turn is directly controlled by G7. As a consequence, G7 is the indirect controller of Banco BTG Pactual S.A. Accordingly, the foregoing entities may be deemed to share voting and dispositive power over 20,259,638 Ordinary Shares.

 

 

 

(2)

 

Based on 45,636,732 Ordinary Shares outstanding as of December 21, 2017 as disclosed in the Issuer’s Form 6-K filed on December 28, 2017 with the Securities and Exchange Commission.

 

3



 

CUSIP No.   G3206V100

 

 

1

Names of Reporting Persons.
Banco BTG Pactual S.A.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Brazil

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,259,638 shares (1)

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,259,638 shares (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,259,638 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
39.6% (2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)

 

BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia (“BTG Pactual FIP”) owns 9,097,026 Ordinary Shares of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (“Ordinary Shares”). BTG Pactual FIP is managed by BTG Pactual Gestora de Recursos Ltda. (the “BTG Manager”). BTG Manager is a direct or indirect wholly-owned subsidiary of Banco BTG Pactual S.A. Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”) owns 1,089,453 Ordinary Shares. FIP Turquesa is managed by BTG Manager. Iron Fundo de Investimento em Participações — Multiestratégia Investimento no Exterior (“FIP Iron”) owns 197,441 Ordinary Shares. FIP Iron is managed by BTG Manager. Banco BTG Pactual S.A. owns 9,875,718 Ordinary Shares. Banco BTG Pactual S.A. is directly controlled by BTG Pactual Holding S.A. (“Holding”) which in turn is directly controlled by G7. As a consequence, G7 is the indirect controller of Banco BTG Pactual S.A. Accordingly, the foregoing entities may be deemed to share voting and dispositive power over 20,259,638 Ordinary Shares.

 

 

 

(2)

 

Based on 45,636,732 Ordinary Shares outstanding as of December 21, 2017 as disclosed in the Issuer’s Form 6-K filed on December 28, 2017 with the Securities and Exchange Commission.

 

4



 

CUSIP No.   G3206V100

 

 

1

Names of Reporting Persons.
BTG Pactual Gestora de Recursos Ltda.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Brazil

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,259,638 shares (1)

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,259,638 shares (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,259,638 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
39.6% (2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)

 

BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia (“BTG Pactual FIP”) owns 9,097,026 Ordinary Shares of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (“Ordinary Shares”). BTG Pactual FIP is managed by BTG Pactual Gestora de Recursos Ltda. (the “BTG Manager”). BTG Manager is a direct or indirect wholly-owned subsidiary of Banco BTG Pactual S.A. Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”) owns 1,089,453 Ordinary Shares. FIP Turquesa is managed by BTG Manager. Iron Fundo de Investimento em Participações — Multiestratégia Investimento no Exterior (“FIP Iron”) owns 197,441 Ordinary Shares. FIP Iron is managed by BTG Manager. Banco BTG Pactual S.A. owns 9,875,718 Ordinary Shares. Banco BTG Pactual S.A. is directly controlled by BTG Pactual Holding S.A. (“Holding”) which in turn is directly controlled by G7. As a consequence, G7 is the indirect controller of Banco BTG Pactual S.A. Accordingly, the foregoing entities may be deemed to share voting and dispositive power over 20,259,638 Ordinary Shares.

 

 

 

(2)

 

Based on 45,636,732 Ordinary Shares outstanding as of December 21, 2017 as disclosed in the Issuer’s Form 6-K filed on December 28, 2017 with the Securities and Exchange Commission.

 

5



 

CUSIP No.   G3206V100

 

 

1

Names of Reporting Persons.
BTG Pactual Principal Investments Fundo de Investimento em Participações

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Brazil

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,259,638 shares (1)

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,259,638 shares (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,259,638 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
39.6% (2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)

 

BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia (“BTG Pactual FIP”) owns 9,097,026 Ordinary Shares of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (“Ordinary Shares”). BTG Pactual FIP is managed by BTG Pactual Gestora de Recursos Ltda. (the “BTG Manager”). BTG Manager is a direct or indirect wholly-owned subsidiary of Banco BTG Pactual S.A. Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”) owns 1,089,453 Ordinary Shares. FIP Turquesa is managed by BTG Manager. Iron Fundo de Investimento em Participações — Multiestratégia Investimento no Exterior (“FIP Iron”) owns 197,441 Ordinary Shares. FIP Iron is managed by BTG Manager. Banco BTG Pactual S.A. owns 9,875,718 Ordinary Shares. Banco BTG Pactual S.A. is directly controlled by BTG Pactual Holding S.A. (“Holding”) which in turn is directly controlled by G7. As a consequence, G7 is the indirect controller of Banco BTG Pactual S.A. Accordingly, the foregoing entities may be deemed to share voting and dispositive power over 20,259,638 Ordinary Shares.

 

 

 

(2)

 

Based on 45,636,732 Ordinary Shares outstanding as of December 21, 2017 as disclosed in the Issuer’s Form 6-K filed on December 28, 2017 with the Securities and Exchange Commission.

 

6



 

CUSIP No.   G3206V100

 

 

1

Names of Reporting Persons.
Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Brazil

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,259,638 shares (1)

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,259,638 shares (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,259,638 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
39.6% (2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)

 

BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia (“BTG Pactual FIP”) owns 9,097,026 Ordinary Shares of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (“Ordinary Shares”). BTG Pactual FIP is managed by BTG Pactual Gestora de Recursos Ltda. (the “BTG Manager”). BTG Manager is a direct or indirect wholly-owned subsidiary of Banco BTG Pactual S.A. Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”) owns 1,089,453 Ordinary Shares. FIP Turquesa is managed by BTG Manager. Iron Fundo de Investimento em Participações — Multiestratégia Investimento no Exterior (“FIP Iron”) owns 197,441 Ordinary Shares. FIP Iron is managed by BTG Manager. Banco BTG Pactual S.A. owns 9,875,718 Ordinary Shares. Banco BTG Pactual S.A. is directly controlled by BTG Pactual Holding S.A. (“Holding”) which in turn is directly controlled by G7. As a consequence, G7 is the indirect controller of Banco BTG Pactual S.A. Accordingly, the foregoing entities may be deemed to share voting and dispositive power over 20,259,638 Ordinary Shares.

 

 

 

(2)

 

Based on 45,636,732 Ordinary Shares outstanding as of December 21, 2017 as disclosed in the Issuer’s Form 6-K filed on December 28, 2017 with the Securities and Exchange Commission.

 

7



 

CUSIP No.   G3206V100

 

 

1

Names of Reporting Persons.
Iron Fundo de Investimentos em Participações

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Brazil

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
None

 

8

Shared Voting Power
20,259,638 shares (1)

 

9

Sole Dispositive Power
None

 

10

Shared Dispositive Power
20,259,638 shares (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
20,259,638 shares

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
39.6% (2)

 

 

14

Type of Reporting Person (See Instructions)
OO

 


(1)

 

BTG Pactual Principal Investments Fundo de Investimento em Participações Multiestratégia (“BTG Pactual FIP”) owns 9,097,026 Ordinary Shares of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (“Ordinary Shares”). BTG Pactual FIP is managed by BTG Pactual Gestora de Recursos Ltda. (the “BTG Manager”). BTG Manager is a direct or indirect wholly-owned subsidiary of Banco BTG Pactual S.A. Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”) owns 1,089,453 Ordinary Shares. FIP Turquesa is managed by BTG Manager. Iron Fundo de Investimento em Participações — Multiestratégia Investimento no Exterior (“FIP Iron”) owns 197,441 Ordinary Shares. FIP Iron is managed by BTG Manager. Banco BTG Pactual S.A. owns 9,875,718 Ordinary Shares. Banco BTG Pactual S.A. is directly controlled by BTG Pactual Holding S.A. (“Holding”) which in turn is directly controlled by G7. As a consequence, G7 is the indirect controller of Banco BTG Pactual S.A. Accordingly, the foregoing entities may be deemed to share voting and dispositive power over 20,259,638 Ordinary Shares.

 

 

 

(2)

 

Based on 45,636,732 Ordinary Shares outstanding as of December 21, 2017 as disclosed in the Issuer’s Form 6-K filed on December 28, 2017 with the Securities and Exchange Commission.

 

8



 

Item 1.         Security and Issuer.

 

The class of equity securities to which this Schedule 13D (this “Statement”) relates is the ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of Estre Ambiental, Inc., a Cayman Islands exempted company limited by shares (the “Issuer”). The principal executive offices of the Issuer are located at Presidente Juscelino Kubitschek, 1830, Tower I, 3rd Floor, Itaim Bibi, São Paulo, São Paulo, 04543-900, Brazil.

 

Item 2.         Identity and Background.

 

(a)              Name of Person filing this Statement:

 

The name of the persons (collectively, the “Reporting Persons”) filing this Statement:

 

(i)                                     BTG Pactual G7 Holding S.A.;

 

(ii)                                  BTG Pactual Holding S.A.;

 

(iii)                               Banco BTG Pactual S.A.;

 

(iv)                              BTG Pactual Gestora de Recursos Ltda.;

 

(v)                                 BTG Pactual Principal Investments Fundo de Investimento em Participações (“BTG Pactual FIP”);

 

(vi)                              Fundo de Investimento em Participações Turquesa —Multiestratégia Investimento no Exterior (“FIP Turquesa”); and

 

(vii)                           Iron Fundo de Investimentos em Participações (“FIP Iron”).

 

(b)              Residence or Business Address:

 

The principal business address of the Reporting Persons is:

 

(i)                                     BTG Pactual G7 Holding S.A.: Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil;

 

(ii)                                  BTG Pactual Holding S.A.: Av. Brigadeiro Faria Lima, 3477, 14th Floor, Itaim Bibi, City and State of São Paulo, 04538-133, Brazil;

 

(iii)                               Banco BTG Pactual S.A.: Praia de Botafogo, 501, 5th Floor, 22250-040, City and State of Rio de Janeiro, Brazil;

 

(iv)                              BTG Pactual Gestora de Recursos Ltda.: Av. Brigadeiro Faria Lima, 3477, 14th Floor, Itaim Bibi, City and State of São Paulo, 04538-133, Brazil;

 

(v)                                 BTG Pactual FIP: Av. Brigadeiro Faria Lima, 3477, 14th Floor, Itaim Bibi, City and State of São Paulo, 04538-133, Brazil;

 

(vi)                              FIP Turquesa: Av. Brigadeiro Faria Lima, 3477, 14th Floor, Itaim Bibi, City and State of São Paulo, 04538-133, Brazil; and

 

(vii)                           FIP Iron: Av. Brigadeiro Faria Lima, 3477, 14th Floor, Itaim Bibi, City and State of São Paulo, 04538-133, Brazil.

 

(c)               Present Principal Occupation and Employment:

 

9



 

(i)                                     BTG Pactual G7 Holding S.A.: A holding company that holds certain of the voting shares of BTG Pactual Holding S.A.;

 

(ii)                                  BTG Pactual Holding S.A.: A holding company through which the partners of the BTG Pactual Group hold their partnership equity and the entity that directly owns a majority of Banco BTG Pactual S.A.’s common shares;

 

(iii)                               Banco BTG Pactual S.A.: A Latin American multi-service investment bank, asset manager and wealth manager;

 

(iv)                              BTG Pactual Gestora de Recursos Ltda.: An asset manager managing the portfolio of third party and proprietary funds on a discretionary basis;

 

(v)                                 BTG Pactual FIP: An investment fund organized in Brazil;

 

(vi)                              FIP Turquesa: An investment fund organized in Brazil; and

 

(vii)                           FIP Iron: An investment fund organized in Brazil.

 

(d)              Criminal Convictions:

 

None of the Reporting Person has been charged or convicted in a criminal proceeding during the last five years.

 

(e)               Civil Proceedings:

 

None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years where, as a result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law.

 

(f)                Citizenship:

 

Each of the Reporting Persons is incorporated in Brazil.

 

Item 3.         Source and Amount of Funds or Other Consideration.

 

In October 2011, BTG Pactual, indirectly through its vehicle BPMB Digama Participações S.A., converted all the convertible debentures (the “Convertible Debentures”) issued by Estre Ambiental S.A. (“Estre”) then held by BTG Pactual into 16,818,904 of Estre’s common shares, then representing 20.9% of Estre’s capital stock. This was the first equity interest in Estre that any BTG Pactual entities beneficially owned. The Convertible Debentures were issued by Estre in August 2011. Subsequent to the acquisition of Estre’s common shares by BPMB Digama Participações S.A., BTG Pactual completed a number of internal reorganizations and additional capital investments in Estre which resulted in relevant BTG Pactual entities referred to below holding Estre’s common shares.

 

On December 21, 2017, the consummation of a business combination transaction (the “Transaction”) took place pursuant to the Amended and Restated Business Combination Agreement, dated as of September 11, 2017, as amended on December 7, 2017 and December 13, 2017 (the “Transaction Agreement”), by and among Boulevard Acquisition Corp. II (“Boulevard”), Estre, the Issuer (formerly named Boulevard Acquisition Corp II Cayman Holding Company) and BII Merger Sub Corp (“Merger Sub”).

 

Upon consummation of the Transaction, among other things, the former shareholders of Estre immediately prior to consummation of the Transaction received Ordinary Shares in exchange for the shares that such shareholders held in Estre. Accordingly, pursuant to the Transaction Agreement, BTG Pactual FIP received 9,097,026 Ordinary Shares, FIP Turquesa received 1,089,453 Ordinary Shares and FIP Iron received 197,441 Ordinary Shares.

 

10



 

References to and the description of the Transaction Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of the Transaction Agreement (including Amendment No. 1 and Amendment No. 2 thereto), which are filed as exhibits hereto and are incorporated by reference herein.

 

In addition, pursuant to a Private Agreement for Payment in Kind and Other Agreements entered into between Banco BTG Pactual S.A., Mr. Wilson Quintella Filho and Cygnus Asset Holding Ltd. (an entity beneficially owned by Mr. Quintella) on December 21, 2017 (the “Payment in Kind Agreement”), Cygnus Asset Holding Ltd. transferred to Banco BTG Pactual S.A. on December 22, 2017 a total of 9,875,718 Ordinary Shares, such transfer of Ordinary Shares being made in payment in kind of R$325 million of debt that was originally owed personally by Mr. Quintella and transferred to Cygnus Asset Holding Ltd. before the Payment in Kind. The number of Ordinary Shares transferred was equal to R$325 million divided by the product of $10.00 per Ordinary Share and the exchange rate from Brazilian Reais to US Dollars on the business day immediately before the closing date of the Transaction.

 

The foregoing is a summary of the material terms of the Payment in Kind Agreement, and is qualified in its entirety by reference to the full text of the Payment in Kind Agreement, a copy of which is attached hereto as Exhibit 4 and incorporated herein by reference.

 

Item 4.         Purpose of Transaction.

 

The information set forth in Items 3 this Statement is incorporated by reference herein, as applicable.

 

All shares of the Issuer’s Ordinary Shares are held by the Reporting Persons for investment purposes. The Reporting Persons may, subject to the continuing evaluation of the factors discussed herein, acquire from time to time additional securities of the Issuer in the open market or in privately negotiated transactions. The Reporting Persons may, from time to time, retain or sell all or a portion of their Ordinary Shares in the open market or in privately negotiated transactions. Any actions that the Reporting Persons might undertake will depend upon their review of numerous factors, including, among other things, the availability of Ordinary Shares for purchase and the price levels of such shares, general market and economic conditions, ongoing evaluation of the Issuer’s business operations and prospects, the relative attractiveness of alternative business and investment opportunities, the actions of the management and the board of directors of the Issuer, financial planning, and other future developments

 

Other than in connection with the Business Combination that was consummated on December 21, 2017, the Reporting Persons do not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time and from time to time, review or reconsider their position with respect to the Issuer and reserve the right to change, formulate and/or develop such plans or proposals.

 

Item 5.         Interests of Securities of the Issuer.

 

(a)              The information contained on the cover pages to this Statement is incorporated herein by reference.

 

(b)              The information contained on the cover pages to this Statement is incorporated herein by reference.

 

(c)               The information contained on the cover pages and Item 3 of this Statement is incorporated herein by reference.

 

(d)              None.

 

(e)               Not applicable.

 

Item 6.         Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Items 3 and 5 of this Statement is incorporated by reference herein, as applicable.

 

11



 

Upon the closing of the Transaction, the Company, certain persons and entities which hold the Ordinary Shares (including certain of the Reporting Persons) and Boulevard Acquisition Sponsor II, LLC holding certain of the warrants, issued by the Company (collectively, the “Investors”) entered into the Registration Rights and Lock-Up Agreement, dated as of December 21, 2017 (the “Registration Rights and Lock-Up Agreement”). Pursuant to the terms of the Registration Rights and Lock-Up Agreement, the Company is obligated to file, after it becomes eligible to use Form F-3 or its successor form, a shelf registration statement to register the resale by the Investors of the Ordinary Shares issuable in connection with the Transaction. The Registration Rights and Lock-Up Agreement also provides the Investors with demand, “piggy-back” and Form F-3 registration rights, subject to certain minimum requirements and customary conditions. The Registration Rights and Lock-Up Agreement also provides that certain Investors are restricted from selling their Ordinary Shares for a period of one year following the closing of the Transaction, subject to certain exceptions.

 

The foregoing is a summary of the material terms of the Registration Rights and Lock-Up Agreement, and is qualified in its entirety by reference to the full text of the Registration Rights and Lock-Up Agreement, a copy of which is incorporated by reference into Exhibit 5 hereto and incorporated herein by reference.

 

Item 7.         Material to Be Filed as Exhibits

 

The following documents are filed as exhibits to this Statement:

 

Exhibit
Number

 

Description

1.

 

Amended and Restated Business Combination Agreement, dated September 11, 2017, by and between Boulevard, Estre, the Issuer and Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Boulevard with the Securities and Exchange Commission on September 12, 2017).

 

 

 

2.

 

Amendment No. 1 to the Amended and Restated Business Combination Agreement, dated December 7, 2017, by and among Boulevard, Estre, the Issuer and Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Boulevard with the Securities and Exchange Commission on December 8, 2017).

 

 

 

3.

 

Amendment No. 2 to the Amended and Restated Business Combination Agreement, dated December 13, 2017, by and among Boulevard, Estre, the Issuer and Merger Sub (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Boulevard with the Securities and Exchange Commission on December 18, 2017).

 

 

 

4.

 

Private Agreement for Payment in Kind and Other Agreements (English language translation from original Portuguese language document).

 

 

 

5.

 

Registration Rights and Lock-Up Agreement, dated December 21, 2017, by and among the Company, Boulevard Acquisition Sponsor II, LLC and certain other persons (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Estre USA Inc. (a subsidiary of the Company) with the Securities and Exchange Commission on December 26, 2017).

 

 

 

99.1

 

Joint Filing Agreement dated January 2, 2018

 

12



 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: January 2, 2018

 

 

 

 

 

 

BTG PACTUAL G7 HOLDING S.A.

 

 

 

By:

/s/ Marcelo Kalim

 

 

Name: Marcelo Kalim

 

 

Title:   Authorized Signatory

 

 

 

 

By:

/s/ Roberto Sallouti

 

 

Name: Robert Sallouti

 

 

Title:   Authorized Signatory

 

 

 

 

BTG PACTUAL HOLDING S.A.

 

 

 

 

By:

/s/ Marcelo Kalim

 

 

Name: Marcelo Kalim

 

 

Title:   Authorized Signatory

 

 

 

 

By:

/s/ Roberto Sallouti

 

 

Name: Robert Sallouti

 

 

Title:   Authorized Signatory

 

 

 

 

BANCO BTG PACTUAL S.A.

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:   Authorized Signatory

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name: Carolina Cury

 

 

Title:   Authorized Signatory

 

 

 

 

BTG PACTUAL GESTORA DE RECURSOS LTDA.

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:   Authorized Signatory

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name: Carolina Cury

 

 

Title:   Authorized Signatory

 



 

 

BTG PACTUAL PRINCIPAL INVESTMENTS FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:   Authorized Signatory

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name: Carolina Cury

 

 

Title:   Authorized Signatory

 

 

 

 

FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES TURQUESA —MULTIESTRATÉGIA INVESTIMENTO NO EXTERIOR

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:   Authorized Signatory

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name: Carolina Cury

 

 

Title:   Authorized Signatory

 

 

 

 

IRON FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:   Authorized Signatory

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name: Carolina Cury

 

 

Title:   Authorized Signatory

 


EX-4 2 a17-29013_2ex4.htm EX-4

Exhibit 4

 

PRIVATE INSTRUMENT OF ACCORD AND SATISFACTION

AND OTHER COVENANTS

 

By this private instrument, the parties, namely,

 

(a)                                WILSON QUINTELLA FILHO, Brazilian, married, economist, bearer of Identity Card RG 6.894149 (SSP/SP), enrolled in the National Register of Legal Entities of the Ministry of Finance (“CNPJ/MF”) under No. 006.561.978-11, resident and domiciled in the City of São Paulo, State of São Paulo, at Rua Jesuíno Arruda, 797, apt. 32, 3rd floor (“WQF”);

 

(b)                                CYGNUS ASSET HOLDING LTD., a company incorporated under the laws of the British Virgin Islands, enrolled in the CNPJ/MF under No. 29.238.162/0001-44, headquartered at Kingston Chamber, P.O. Box 173, Road Town, British Virgin Islands, herein represented pursuant to its articles of incorporation (“BVI Holding”); and

 

(c)                                 BANCO BTG PACTUAL S.A., a corporation duly incorporated and existing in accordance with the Laws of the Federative Republic of Brazil, headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia do Botafogo, 501, 5th floor, Brazil, enrolled in the CNPJ/MF under No. 30.306.294/0001-45, herein represented pursuant to its bylaws (“BTG Pactual”, and jointly with WQF and BVI Holding, the “Parties”).

 

WHEREAS:

 

(a)                                On August 15, 2012, WQF issued in favor of BTG Pactual the Bank Credit Note 061/12, as amended, in the historic amount of R$ 127,379,653.98 (“CCB 061/12”), and on the same date, WQF and BTG Pactual entered into a Private Instrument of Fiduciary Sale (Chattel Mortgage) of Shares No. 059/12, as amended (“AF 059/12”), in order to secure the obligations assumed by WQF under CCB 061/12;

 

(b)                                On December 27, 2012, WQF issued in favor of BTG Pactual the Bank Credit Note No. 105/12, as amended, in the historic amount of R$ 103,991,310.02 (“CCB 105/12”), and on the same date, WQF and BTG Pactual entered into a Private Instrument of Fiduciary Sale (Chattel Mortgage) of Shares No. 124/12, as amended

 

1



 

(“AF 124/12”), in order to secure the obligations assumed by WQF under CCB 105/12;

 

(c)                                 On November 4, 2013, WQF issued in favor of BTG Pactual the Bank Credit Note 117/13, as amended, in the historic amount of R$ 10,191,328.58 (“CCB 117/13”, and jointly with CCB 061/12 and CCB 105/12, the “CCBs”), and on the same date, WQF and BTG Pactual entered into a Private Instrument of Fiduciary Sale (Chattel Mortgage) of Shares No. 087/13 as amended (“AF 087/13”, and jointly with AF 059/12 and AF 124/12, the “Chattel Mortgages”), in order to secure the obligations assumed by WQF under CCB 117/13;

 

(d)                                On August 15, 2017, WGF, Hulshof Participações Ltda., Gisele Mara de Moraes, Wilson de Lara, BTGI A.Z.A.S.P.E Empreendimentos e Participações S.A., Principal Digama Participações S.A., BTG Pactual Principal Investments Fundo de Investimentos em Participações Multiestratégia, Fundo de Investimento em Participações Turquesa — Multiestratégia Investimento no Exterior, IRON Fundo de Investimento em Participações Multiestratégia Investimento no Exterior and Angra Infra Multiestratégia Fundo e Investimento em Participações, as parties and the Company and Boulevard Acquisition Corp. II, as intervening parties, entered into a Cooperation Agreement, as amended on September 11, 2017, and on December 7, 2017 (the “CA”);

 

(e)                                 In its Section 4.2, the CA provides for the possibility of WQF paying its outstanding debt related to the CCBs through delivery under accord and satisfaction of shares issued by Estre Ambiental S.A. owned by WQF;

 

(f)                                  In addition, on August 15, 2017, BTG Pactual and WQF entered into a memorandum of understanding, which provides, inter alia, for: (i) the assignment of CCB 061/12 and CCB 117/13 by WQF to BVI Holding; (ii) the full payment of the outstanding debt under CCB 061/12 and CCB 117/13, in the aggregate and updated amount of R$ 279,501,984.99 (the “Debt”), through delivery under accord and satisfaction of shares issued by Newco (defined below); and (iii) the cancellation of CCB 105/12, in the updated amount of R$ 204,452,038.85  (“Debt 105/12”);

 

(g)                                 WQF will assign to BVI Holding all of its rights and obligations under CCB 061/12, CCB 117/13, AF 059/12, and AF 124/12; and

 

2



 

(h)                                In its Section 1.4(iii), the CA determines, among other covenants, that BVI Holding shall become the legitimate holder and owner of the Newco Shares (as defined below) on the Closing date (as defined in the CA);

 

NOW, THEREFORE, the Parties have decided to enter into this Private Instrument of Accord and Satisfaction and Other Covenants (this “Instrument”), which shall be governed by the following terms and conditions:

 

SECTION 1 — ACCORD AND SATISFACTION AND DISCHARGE

 

1.1.                           BVI Holding undertakes to assign and transfer irrevocably and irreversibly to BTG Pactual, within a period of up to two (2) business days from the Closing date, a number of shares issued by Boulevard Acquisition Corp. II Cayman Holding Company, a company duly incorporated and existing under the laws of the Cayman Islands, with headquarters at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“Newco”), owned by BVI Holding, free and clear of any and all encumbrances (except for the one described in Exhibit I to this Instrument) (the “Newco Shares”), in accord and satisfaction of the full payment of the Debt (“Accord and Satisfaction”).

 

1.1.1.                 The number of Newco Shares under Accord and Satisfaction shall be calculated pursuant to the following formula:

 

Number of shares = R$ 325,000,000.00 / (US$ 10.00 x PTAX Rate)

 

Where the applicable PTAX Rate shall be the selling PTAX Rate published on the business day immediately prior to the Closing date.

 

1.1.2.                 The period of two (2) days provided for in Section 1.1 above shall be automatically extended if the Accord and Satisfaction cannot be made within such a term exclusively due to operational matters that are not under the control of the Parties.

 

1.2.                           BTG Pactual undertakes to receive the Newco Shares in accord and satisfaction of the full amount of the Debt and, upon receipt of the ownership of the Newco Shares, automatically grant BVI Holding broad, general, irrevocable, and irreversible release and discharge regarding the payment of the Debt to which it

 

3



 

was entitled under the terms of CCB 061/12 and CCB 117/13, having no further claim whether as principal, interest, charge or otherwise, at any time, in or out of court, in respect of Debt.

 

1.3.                           Simultaneously and subject to the completion of the Accord and Satisfaction, BTG Pactual shall grant WQF broad, general, irrevocable, and irreversible release and discharge in respect of the payment of Debt 105/12, to which it was entitled under CCB 105/12, having no further claim against WQF, whether as principal, interest, charge or otherwise, at any time, in or out of court, in respect of Debt 105/12 (“Debt Discharge 105/12”).

 

1.4.                           Upon completion of the Accord and Satisfaction and Debt Discharge 105/12, BVI Holding and WQF hereby automatically grant broad, general, irrevocable and irreversible discharge in respect of the CCBs, in such a manner that BTG Pactual shall no longer owe anything to BVI Holding and WQF in this regard.

 

SECTION 2 - RELEASE OF GUARANTEES

 

2.1.                           In view of the provisions set forth in Section 1 above, BTG Pactual, BVI Holding and WQF hereby automatically authorize, irrevocably and irreversibly, upon and subject to the conclusion of the Closing acts (defined below), the release of the guarantees created under the terms of the Chattel Mortgages, thereby rendering the encumbered shares free and clear of any liens and encumbrances created under the Chattel Mortgages, and cancelling the Chattel Mortgages.

 

SECTION 3 — REPRESENTATIONS AND WARRANTIES

 

3.1.                           BVI Holding and WQF hereby represent and warrant jointly and severally to BTG Pactual as follows, such representations and warranties being valid and true as of this date and on the Closing Date:

 

(a)                                WQF is a natural person, competent and with legal authority and capacity to enter into this Instrument, to fulfill its obligations, and to complete the transactions contemplated hereby;

 

(b)                                BVI Holding is a company duly organized and existing in accordance with the laws of the British Virgin Islands;

 

4



 

(c)                                 this Instrument is executed by WQF and BVI Holding and constitutes a valid, binding, and enforceable obligation of WQF and BVI Holding. Each of the other documents to be executed prior to and/or on the Closing Date constitutes and shall constitute a valid and enforceable obligation of WQF and BVI Holding, in accordance with their respective terms;

 

(d)                                the execution and fulfillment of this Instrument by WQF and BVI Holding: (i) do not violate any law applicable to WQF and BVI Holding; (ii) do not infringe upon, contradict, or imply any breach, default, early maturity, noncompliance, or termination of any contract, instrument, obligation, deed or agreement of any nature whatsoever to which WQF and/or BVI Holding are parties or to which they are subject, or by which their respective assets are bound; and (iii) do not require any consent, approval or authorization from any person or governmental authority;

 

(e)                                 on the Closing Date, BVI Holding shall be the sole and legitimate owner and holder of all the Newco Shares, including everything they represent, such as rights to profits, bonuses and any rights granted thereto, being all Newco Shares validly issued and fully paid in;

 

(f)                                  except as described in Exhibit I to this Instrument, the Newco Shares are free and clear, and there are neither encumbrances thereon nor any subscription, option or other rights to acquire any portion of the Newco Shares;

 

(g)                                 upon transfer of the Newco Shares to BTG Pactual, BTG Pactual shall have valid and effective title to all Newco Shares, free and clear of any encumbrances (except as described in Exhibit I to this Instrument), and all political and property rights inherent thereto may be fully exercised; and

 

(h)                                there is neither any dispute, action, proceeding, claim, summons, arbitration, mediation or other type of action or judicial, administrative or arbitral proceedings, whether of an individual or collective nature, nor, to the knowledge of WQF and/or BVI Holding, any threat of claims against WQF, BVI Holding and/or Newco, which affect or may affect, challenge, or impose limitations of any kind on the ownership of the Newco Shares, or any of BVI Holding’s rights thereto, or which prohibit, challenge or restrict the

 

5



 

completion of the transactions described herein in and in other applicable instruments as provided for in this Instrument;

 

3.2.                           BTG Pactual hereby represents and warrants to WQF and BVI Holding as follows, such representations and warranties being valid and true on this date and on the Closing Date:

 

(a)                                BTG Pactual is a company duly organized and validly existing and in good standing in accordance with the laws of the Federative Republic of Brazil;

 

(b)                                BTG Pactual is duly represented for the purposes of execution of this Instrument, pursuant to its bylaws, and this Instrument constitutes a valid, binding and enforceable obligation of BTG Pactual. Each of the other documents to be executed prior to and/or on the Closing Date constitutes and shall constitute a valid and enforceable obligation of BTG Pactual in accordance with their respective terms;

 

(c)                                 BTG Pactual has taken all corporate measures and has obtained all the authorizations required for the execution of this Instrument and the fulfillment of the obligations set forth herein;

 

(d)                                the execution of this Instrument and the fulfillment of the obligations undertaken herein by BTG Pactual: (i) do not violate any law applicable to BTG Pactual; (ii) do not infringe upon, contradict or imply breach, default, early maturity, noncompliance or termination of any contract, instrument, obligation, deed or agreement of any nature whatsoever to which BTG Pactual is a party or to which it is subject, or by which its respective assets are bound; and (iii) do not require any consent, approval or authorization from any person or governmental authority; and

 

(e)                                 there is neither any dispute, action, proceeding, claim, summons, arbitration, mediation or other type of action or judicial, administrative or arbitral proceedings, whether of an individual or collective nature, nor, to the knowledge of BTG Pactual any threat of claims against BTG Pactual, which affect or may affect, challenge, or impose limitations of any kind on the receipt by BTG Pactual of the Newco Shares in full payment of the Debt, or on the discharge of Debt 015/12, or which prohibit, challenge or restrict the

 

6



 

completion of the transactions described herein and in other applicable instruments as provided for in this Instrument.

 

3.3.                           WQF and BVI Holding are jointly and severally liable to indemnify, defend, and hold BTG Pactual and any of its affiliates, directors, officers, and shareholders harmless in respect of any disbursements for losses actually incurred and borne directly and exclusively by either Party and/or their respective indemnifiable parties, arising from:

 

(a)                                any breach or misrepresentation regarding any representations or warranties made by WQF and/or BVI Holding in this Instrument, in accordance with Section 3.1 above; and

 

(b)                                any breach of, or noncompliance with, any obligations of WQF and/or BVI Holding contained in this Instrument, which has not been remedied (if at all possible) within ten (10) business days of the receipt of a notification of its occurrence, sent by BTG Pactual.

 

3.3.                           BTG Pactual undertakes to indemnify, defend and hold WQF and BVI Holding, and any of its affiliates, directors, officers, and shareholders harmless in respect of any disbursements for losses actually incurred and borne directly and exclusively by either Party and/or their respective indemnifiable parties, arising from:

 

(a)                                any breach or misrepresentation regarding any representations or warranties made by BTG Pactual in this Instrument, in accordance with Section 3.2 above; and

 

(b)                                any breach of, or noncompliance with, any obligations of BTG Pactual contained in this Instrument, which has not been remedied (if at all possible) within ten (10) business days of the receipt of a notification of its occurrence, sent by WQF and/or BVI Holding.

 

3.4.                           WQF hereby irrevocably and irreversibly (i) undertakes to take all necessary measures to cause BVI Holding to fulfill its obligations under this Instrument, (ii) assumes joint and several liability for the fulfillment of such obligations of BVI Holding.

 

7



 

SECTION 4 - CLOSING

 

4.1.                           The effective transfer and delivery of the Newco Shares in Accord and Satisfaction (“Closing”) shall occur at a date and time to be defined by the Parties, within a maximum period of two (2) business days from the date of the Closing (“Closing Date”), at the offices of Machado, Meyer, Sendacz and Opice, located at Avenida Brigadeiro Faria Lima, 3144, 11th floor, in the City of São Paulo, State of São Paulo, or at any other place mutually agreed upon by the Parties. The Parties shall take all measures and perform all transactions on the Closing Date as necessary to effect the transfer and delivery of the Newco Shares in Accord and Satisfaction, pursuant to the applicable laws.

 

4.2.                           All Closing acts, as well as all documents executed at Closing, shall be considered for all purposes as performed and executed simultaneously. No act and/or obligation shall be deemed to have been effectively performed or fulfilled until all other Closing acts and/or obligations provided for in Section 4.1 above have been performed or fulfilled, unless the Parties agree otherwise in writing.

 

SECTION 5 - CONFIDENTIALITY

 

5.1.                           For a period of two (2) years from the date of execution of this Instrument, the Parties undertake to maintain the confidentiality and not to disclose, and to cause their respective shareholders, employees, consultants or affiliated companies to maintain the confidentiality and not to disclose, publicly or privately, the existence of this Instrument, as well as its terms and conditions, except as otherwise required by law or by a competent authority (“Confidential Information”).

 

5.2.                           The disclosure of the Confidential Information by the Parties to their directors, officers, employees, legal and financial advisors who need to know such Confidential Information for the purpose of analyzing the transaction contemplated hereby shall be authorized, provided that such persons are informed of the confidential nature of such Confidential Information prior to receiving it and shall be obliged to maintain the corresponding confidentiality.

 

SECTION 6 - GENERAL PROVISIONS

 

6.1.                           Assignment. This Instrument binds the Parties and their successors and permitted assigns on any account. The obligations and rights contained in this

 

8



 

Instrument may not be assigned or transferred in whole or in part, except with the consent of the other Party.

 

6.2.                           Specific Performance. The obligations resulting from this Instrument are subject to specific performance, under the terms of the Brazilian Code of Civil Procedure. However, the specific performance does not exclude the liability of the defaulting Party for the losses and damages caused to the other Parties.

 

6.3.                           Notifications. Any notice, notification, request or communication relating to this Instrument, as well as any communication involving the Parties, including to provide or receive information, must be sent by letter, fax, or email, with proof of receipt (in the latter two cases such communications to be confirmed upon delivery of the original to the address of the Parties, as soon as possible), to the respective representatives, located at the addresses indicated below:

 

(a)                                If to WQF:

Attn. to Mr. Wilson Quintella Filho

Av. Juscelino Kubitschek, 1830, Torre I - 3rd floor

CEP 04543-900

São Paulo - SP

Phone: (55 11) 3709-2300

Fax: (55 11) 3078-3355

E-mail: wilson@estre.com.br

 

(b)                                If to BVI Holding:

Attn. to Mr. Wilson Quintella Filho

Av. Juscelino Kubitschek, 1830, Torre I - 3rd floor

CEP 04543-900

São Paulo - SP

Phone: (55 11) 3709-2300

E-mail: wilson@estre.com.br

 

(c)                                 If for BTG Pactual:

Attn. to Messrs. Gabriel Barreti, João Sá, and Rogério Stallone

Av. Brigadeiro Faria Lima, 3477, 14th floor

CEP 04538-133

São Paulo - SP

Phone: (55 11) 3383-2000

 

9



 

E-mail: ol-apoio-ao-credito@btgpactual.com;
gabriel.barretti@btgpactual.com; joao.sa@btgpactual.com;
rogerio.stallone@btgpactual.com

 

6.4.                           Entire Agreement. This Instrument constitutes the entire agreement of the Parties with respect to its object and supersedes all previous agreements, understandings, representations or warranties, negotiations and discussions, whether oral or in writing, among the Parties with respect to the matters contained herein.

 

6.5.                           Amendments. This Instrument is entered into by the Parties on an irrevocable and irreversible basis. Any and all amendments to this Instrument shall only be valid if made in writing and executed by all the Parties.

 

6.6.                           Waiver. No waiver by either Party regarding any term or provision of this Instrument or any breach of this Instrument shall affect the right of such Party to subsequently require the fulfillment of such term or provision or to exercise any right or remedy in the event of any other breach, whether or not similar.

 

6.7.                           Severability. Any term or provision of this Instrument that is declared to be null, voidable, invalid, or unenforceable in any jurisdiction shall be held, with respect to such jurisdiction, ineffective only to the extent of such nullity, voidability, invalidity, or unenforceability, without rendering the remaining terms and provisions of this Instrument null, voidable, invalid, or unenforceable.

 

6.8.                           Applicable Law. This Instrument shall be governed by, and construed in accordance with, the laws of the Federative Republic of Brazil.

 

6.9.                           Dispute Resolution. Any disputes arising out of, or relating to, this Instrument shall be informed by a Party to the other Parties. The Parties hereby undertake to use their best efforts to resolve such disputes amicably, through direct and bona fide negotiations, within thirty (30) consecutive days from the date on which the notification of the dispute is received.

 

6.9.1.                 If the Parties have not reached an amicable solution, the dispute shall be submitted to arbitration pursuant to Law No. 9,307, of September 23, 1996, as amended, and it shall be definitively settled in accordance with the Rules of the

 

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Center for Mediation and Arbitration of the Brazil-Canada Chamber of Commerce (the “CCBC”).

 

6.9.2.                 The arbitration tribunal shall consist of 3 arbitrators to be appointed by the Parties in accordance with the CCBC Arbitration Rules and in accordance with the following rules: (i) one arbitrator shall be appointed by WQF and BVI Holding jointly; (ii) one arbitrator shall be appointed by BTG Pactual; and (iii) the third arbitrator shall be appointed jointly by the two arbitrators previously appointed by the Parties.

 

6.9.3.                 The arbitration procedure will take place in the City of São Paulo, State of São Paulo, Brazil, at CCBC’s headquarters and shall be conducted in Portuguese language, in a confidential manner.

 

6.9.4.                 If CCBC claims lack of jurisdiction or if for any other reason it refuses to address the matter submitted to its review, in accordance with this Section, the Parties agree that the resolution of the dispute through arbitration shall be managed by the Arbitration Chamber of the Center of Industries of the State of São Paulo and, in the case of a claim of lack of jurisdiction on the part of the latter, by the Arbitration Chamber of BM&FBOVESPA.

 

6.9.5.                 Solely for the purposes of execution or precautionary measures of a preventive, provisional or permanent nature, which are necessary to preserve and ensure the effectiveness of the arbitration award and the object of the dispute under discussion, the Parties hereto elect the Courts of the Judicial District of São Paulo, State of São Paulo, to the exclusion of any other courts, no matter how privileged they may be.

 

6.9.6.                 The provisions of this Section shall remain in force until all legal matters or proceedings that may result from, or refer to, this Instrument have been finalized.

 

6.9.7.                 Except for the fees of their respective attorneys, which shall be borne by the Parties individually, all other expenses and costs of the arbitration shall be borne by one or more Parties under the Arbitration Rules or according to a specific determination issued by the arbitral tribunal.

 

IN WITNESS WHEREOF, the Parties and the intervening parties execute this Instrument on this date, in three (3) original copies of equal form and content,

 

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together with the two (2) undersigned witnesses.

 

São Paulo, December 21, 2017

 

12



 

[Signature Page 1 of 2 to the Private Instrument of Accord and Satisfaction and Other Covenants, entered into by and among Wilson Quintella Filho, Cygnus Asset Holding Ltd., and Banco BTG Pactual S.A., on December 21, 2017]

 

 

/s/ Wilson Quintella Filho

 

 

WILSON QUINTELLA FILHO

 

 

 

 

 

/s/ Wilson Quintella Filho

 

 

CYGNUS ASSET HOLDING LTD.

 

 

13



 

[Signature Page 2 of 2 to the Private Instrument of Accord and Satisfaction and Other Covenants, entered into by and among Wilson Quintella Filho, Cygnus Asset Holding Ltd., and Banco BTG Pactual S.A., on December 21, 2017]

 

BANCO BTG PACTUAL S.A.

 

/s/ Gabriel Fernando Barretti

 

/s/ Andrea Di Sarno Neto

Name: Gabriel Fernando Barretti

 

Name: Andrea Di Sarno Neto

Title:

Attorney In Fact

 

Title: Attorney In Fact

 

 

Testemunhas:

 

/s/ Domênica Maria S. P. Oliveira

 

/s/ Adelita Candido de Almeida

Name: Domênica Maria S. P. Oliveira

 

Name: Adelita Candido de Almeida

ID: [REDACTED]

 

ID: [REDACTED]

 

14



 

EXHIBIT I

ENCUMBRANCES ON NEWCO SHARES

 

1.                                     Private Instrument of Financial Offset Commitment, entered into on December 19, 2017, by Banco BTG Pactual S.A., Itaú Unibanco S.A., Banco Santander (Brasil) S.A., and the shareholders of Estre Participações S.A. (except for Angra Infra Multiestratégia Fundo de Investimento em Participações); and

 

2.                                     Form of Registration Rights and Lock-Up Agreement, entered into on December 21, 2017, by Boulevard Acquisition Corp II Cayman Holding Company and Cygnus Asset Holding Ltd., BTG Pactual Principal Investments Fundo de Investimento em Participações, Lyra Asset Holding Ltd., GMI — Global Markets Investments Limited, Fundo de Investimento em Participações Turquesa and Iron Fundo de Investimento em Participações].

 

15


EX-99.1 3 a17-29013_2ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Nothing herein shall be deemed to be an admission that the parties hereto, or any of them, are members of a “group” (within the meaning of Section 13(d) of the Act and the rules promulgated thereunder) with respect to any securities of Estre Ambiental, Inc.

 

Date: January 2, 2018

 

 

 

 

BTG PACTUAL G7 HOLDING S.A.

 

 

 

 

By:

/s/ Marcelo Kalim

 

 

Name:

Marcelo Kalim

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Roberto Sallouti

 

 

Name:

Robert Sallouti

 

 

Title:

Authorized Signatory

 

 

 

 

 

BTG PACTUAL HOLDING S.A.

 

 

 

 

By:

/s/ Marcelo Kalim

 

 

Name:

Marcelo Kalim

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Roberto Sallouti

 

 

Name:

Robert Sallouti

 

 

Title:

Authorized Signatory

 

 

 

 

 

BANCO BTG PACTUAL S.A.

 

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name:

Gabriel Barretti

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name:

Carolina Cury

 

 

Title:

Authorized Signatory

 

 

 

 

 

BTG PACTUAL GESTORA DE RECURSOS LTDA.

 

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name:

Gabriel Barretti

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name:

Carolina Cury

 

 

Title:

Authorized Signatory

 



 

 

BTG PACTUAL PRINCIPAL INVESTMENTS FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name:

Carolina Cury

 

 

Title:

Authorized Signatory

 

 

 

 

 

FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES TURQUESA —MULTIESTRATÉGIA INVESTIMENTO NO EXTERIOR

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name:

Carolina Cury

 

 

Title:

Authorized Signatory

 

 

 

 

 

IRON FUNDO DE INVESTIMENTOS EM PARTICIPAÇÕES

 

 

 

 

By:

/s/ Gabriel Barretti

 

 

Name: Gabriel Barretti

 

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Carolina Cury

 

 

Name:

Carolina Cury

 

 

Title:

Authorized Signatory