Boulevard Acquisition Corp II (NASDAQ: BLVD) and Estre Ambiental S.A.  today jointly announced a number of developments which, taken together, are expected to facilitate the closing of the previously announced business combination transaction between Boulevard and Estre (the "Transaction"). The Transaction is expected to close shortly after Boulevard's stockholders meeting to approve the Transaction on December 21, 2017.

The developments announced today are in addition to the amendment to the terms of the Transaction publicly disclosed on December 8, 2017, which reduced the number of ordinary shares ("Ordinary Shares") of the public entity ("New Estre") that are issued to Estre's stockholders in the Transaction from 35.4 million shares to 29.4 million shares, thereby reducing the equity value being paid for Estre in the Transaction by approximately 17%. This amendment was a significant improvement in the financial terms of the Transaction for Boulevard's stockholders.

The developments being announced today are comprised of the following:

• A number of unrelated institutional investors have agreed to purchase in a private placement, Ordinary Shares of New Estre for an aggregate purchase price of approximately US$130 million, thereby bringing potential gross proceeds to Estre of between $130 million and $500 million, depending on the level of redemptions by existing Boulevard shareholders.
  • The Ordinary Shares to be purchased in the private placement will be identical to the Ordinary Shares to be issued to the existing stockholders of Boulevard and Estre in the Transaction, which, following the close, are expected to trade on NASDAQ under the symbol "ESTR."
  • While the per share sale price of the Ordinary Shares in the private placement is $10.00 per share, the purchasers in the private placement will receive from New Estre at closing an additional two Ordinary Shares for each 10 shares purchased. Accordingly, approximately 15.6 million Ordinary Shares will be issued in the private placement. The issuance of 2.6 million incremental shares, in addition to the 13 million shares issued in respect of the investment of $130 million, will be neutral to Boulevard's other stockholders in light of the previously agreed forfeiture of shares by Boulevard's sponsor referred to below.
  • In addition, 3,748,600 warrants to purchase Ordinary Shares at $11.50 per share will be issued as further consideration to the largest private placement investor. The issuance of warrants is neutral to Boulevard's other stockholders due to a corresponding agreement by Boulevard's sponsor to forfeit an equal number of warrants that it currently holds.
  • It is expected that a registration statement with respect to the resale of all Ordinary Shares be issued in connection with the private placement and filed with the U.S. Securities and Exchange Commission (the "SEC") within 15 business days following the closing of the Transaction.
• The holders of Estre's principal long-term debt have agreed to a defined range for the repayment of such debt in connection with the Transaction from a minimum of $100 million to a maximum of $200 million.
  • All repayments within this range now or in the future will be at the same discount as had originally been agreed to by the debt holders in connection with the Transaction.
  • For the purposes of the required repayment to the debt holders, the proceeds available to Estre as a result of the Transaction will consist of cash received from the sale of Ordinary Shares in the private placements referred to above, plus cash remaining in Boulevard after the making of all payments required to be made in respect of redeemed shares, and reduced by the amount of fees and expenses payable in connection with the Transaction.
• In light of the change in the minimum required repayment to the debt holders described above, and the other developments described above, Estre and Boulevard have agreed to reduce the minimum cash amount required to be available at closing of the Transaction to $130 million. Assuming satisfaction of all other closing conditions, this change in the minimum cash condition assures closure of the transaction, notwithstanding the extent to which Boulevard's existing shareholders choose to redeem their Boulevard shares.
• In a scenario with no redemptions, the full $370 million will have remained in Boulevard's trust and at closing Estre will realize $500 million of total proceeds due to the private placement described above. The incremental proceeds of $130 million from the private placement will be added to Estre's balance sheet, thereby further reducing net debt and providing further capital to fund growth.

As announced on December 8, 2017, Boulevard's sponsor has agreed to forfeit a total of 3.7 million Boulevard shares it currently holds. One effect of this forfeiture is to cause the issuance of 2.6 million incremental shares in the private placement to be neutral for Boulevard's other shareholders.

In addition, since Estre entered into the Business Combination Agreement with Boulevard in August 2017, there have been several relevant updates from the Company, including the following:

• Signed memoranda of understanding to acquire three waste management companies in Brazil.
• Received ISO 37001 certification, making it the first player in Brazil's waste industry to receive international certification for internal controls and integrity policies.
• Hired a new chief financial officer, Fabio D'Avila, who has deep experience in financial strategy and planning, having previously served as CFO of a leading public company in Brazil.
• Formed a majority independent Board comprised of senior executives from the waste management industry, including companies such as Advanced Disposal Services, Inc. (Richard Burke); Waste Management, Inc. (John Morris); and Wheelabrator Technologies (Robert Boucher Jr.), and other experts.

"We are very pleased by the support the transaction is receiving and look forward to a successful closing next week," said Sergio Pedreiro, the CEO of Estre. "We believe that the transaction will provide Estre with a sound platform for growth as Brazil's waste management sector continues to consolidate and institutionalize."

Additional Information

In connection with the proposed Transaction, Boulevard has filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on December 8, 2017 (the "Proxy Statement") and, on December 8, 2017, commenced mailing the Proxy Statement and other relevant documents to its stockholders as of the November 20, 2017 record date for the special meeting. Boulevard's stockholders are urged to read the Proxy Statement and other relevant documents that have been or will be filed with the SEC in connection with the Boulevard's solicitation of proxies for its stockholders' meeting to be held to approve the proposed Transaction because the Proxy Statement contains important information regarding Boulevard, Estre, New Estre, the Transaction, the agreements related thereto and related matters. When available, you will be able to obtain copies of all documents regarding the Transaction and other documents filed by Boulevard or ESTR with the SEC, free of charge, at the SEC's website (www.sec.gov) or by sending a request to Boulevard at 399 Park Avenue, 6th Floor, New York, New York 10022, or by calling Boulevard at (212) 878-3500.