UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 30, 2015
Boulevard Acquisition Corp.
(Exact Name of Registrant as Specified in Charter)
Delaware |
001-36316 |
46-4007249 |
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
of incorporation) |
|
Identification Number) |
399 Park Avenue, 6th Floor |
|
New York, NY |
10022 |
(Address of principal executive offices) |
(Zip code) |
(212) 878-3500
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 7.01. Regulation FD Disclosure.
On April 30, 2015, Boulevard Acquisition Corp, a Delaware corporation (Boulevard), issued a press release announcing the execution of a Stock Purchase Agreement between The Dow Chemical Company, a Delaware corporation (TDCC), and Boulevard (the Stock Purchase Agreement), pursuant to which Boulevard 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), and announcing that Boulevard will hold a conference call on April 30, 2015 at 11:00 a.m. Eastern Daylight Time (the Conference Call). A copy of the press release, which includes information regarding participation in the Conference Call, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be used by Boulevard in presentations for certain of Boulevards stockholders and other persons. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
The statements in this Current Report on Form 8-K that are not historical facts are forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as anticipate, believe, expect, estimate, project, budget, forecast, intend, plan, may, will, could, should, predicts, potential, continue, and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which AgroFresh operates, AgroFresh managements beliefs and assumptions made by its management and are not predictions or guarantees of actual performance. Accordingly, actual results and performance may materially differ from results or performance expressed or implied by the forward-looking statements. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any forward-looking or other information contained herein. Factors that could cause future results and performance to differ from the forward-looking statements include: the inherent uncertainty associated with financial projections; local, regional, national and international economic and business climates; risks of doing business internationally, including currency risks; changes in applicable laws or regulations; weather and natural disasters; outcomes of government reviews, inquiries and investigations and any related litigation; continued compliance with government regulations; legislation or regulatory environments, requirements or changes affecting AgroFresh or its operations; fluctuations in customer demand; the possibility that AgroFresh may be adversely affected by other economic, business, geopolitical, regulatory and/or competitive factors; the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction; the inability to complete the Transaction due to the failure to obtain approval of
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the stockholders of Boulevard or other conditions to the closing of the transaction; the risk that the Transaction disrupts current plans and operations of AgroFresh as a result of the announcement and consummation of the Transaction; costs related to the proposed business combination. Boulevard cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Boulevards most recent filings with the Securities and Exchange Commission. All subsequent written and oral forward looking statements concerning Boulevard, the Transaction, related transactions, or other matters and attributable to Boulevard or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Boulevard cautions readers not to place undue reliance upon forward looking statements, which speak only as of the date made. Neither Boulevard nor AgroFresh undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Additional Information
Boulevard intends to file with the SEC a preliminary proxy statement relating to the Transaction. Boulevard will mail a definitive proxy statement and other relevant documents to the stockholders of Boulevard. Stockholders of Boulevard and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and definitive proxy statement in connection with Boulevards solicitation of proxies for the special meeting to be held to approve the Transaction because these proxy statements will contain important information about Boulevard, AgroFresh, and the Transaction. The definitive proxy statement will be mailed to stockholders of Boulevard as of a record date to be established for voting on the Transaction. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SECs Internet site at http://www.sec.gov or by directing a request to: Boulevard Acquisition Corp., 399 Park Avenue, 6th Floor, New York, NY 10022.
Participants in the Transaction
Boulevard and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Boulevard in connection with the proposed Transaction. Information regarding the officers and directors of Boulevard is available in Boulevards annual report on Form 10-K for the year ended December 31, 2014, which has been filed with the SEC. Additional information regarding the interests of such potential participants will also be included in the proxy statement for the Transaction when available and the other relevant documents filed with the SEC.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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Item 9.01 Exhibits
(d) Exhibits.
Exhibit Number |
|
Exhibit |
|
|
|
99.1* |
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Press release issued by Boulevard on April 30, 2015. |
99.2** |
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Form of Presentation. |
_______________
* Filed herewith.
** Furnished herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: April 30, 2015
|
BOULEVARD ACQUISITION CORP. |
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|
|
By: |
/s/ Thomas Larkin |
|
|
Name: Thomas Larkin |
|
|
Title: Chief Financial Officer |
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EXHIBIT INDEX
Exhibit Number |
|
Exhibit |
|
|
|
99.1* |
|
Press release issued by Boulevard on April 30, 2015. |
99.2** |
|
Form of Presentation. |
_______________
* Filed herewith.
** Furnished herewith.
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Exhibit 99.1
BOULEVARD ACQUISTION CORP. TO ACQUIRE AGROFRESH BUSINESS FROM
THE DOW CHEMICAL COMPANY
New York April 30, 2015 Boulevard Acquisition Corp. (NASDAQ: BLVD, BLVDU, BLVDW), an entity sponsored by an affiliate of Avenue Capital Group, announced today that it has entered into a definitive agreement with The Dow Chemical Company (NYSE: DOW) under which Boulevard will acquire AgroFresh, Dows post-harvest specialty chemical business, in a transaction that will result in AgroFresh becoming a publicly traded company with an anticipated initial enterprise value of $879 million, or 8.7x its estimated 2015 EBITDA.
AgroFresh is a global industry leader in providing innovative data-driven specialty chemical solutions aimed at enabling growers and packers of fresh produce to preserve and enhance the freshness, quality and value of fresh produce and to maximize the percentage of produce supplied to the market relative to the amount of produce grown. Its flagship product is the SmartFreshSM Quality System, a freshness protection technology proven to maintain firmness, texture and appearance of fruits during storage and transport. SmartFresh is currently commercialized in 45 countries worldwide.
Marc Lasry, Chairman of Boulevard Acquisition Corp., said, We are pleased to work with Dow and the AgroFresh management team to introduce the company to the public markets. After reviewing a significant number of potential acquisitions, we believe that AgroFresh is well positioned to generate strong risk-adjusted returns for our shareholders. It is the leading post-harvest specialty chemical business, with multiple paths for continued profitable growth ahead of it.
Upon completion of the transaction, AgroFresh will become a stand-alone public company listed on NASDAQ. Dow will retain a non-consolidated minority ownership position in the company, and will be represented on the Board of AgroFresh. It is intended that Thomas Macphee, currently vice president and corporate director for Dow, who had formally been responsible for AgroFresh in the companys early development, will be named Chief Executive Officer of AgroFresh upon completion of the transaction. I am excited by the opportunity to lead this impressive global specialty chemicals business, Mr. Macphee added.
Stephen Trevor, President and Chief Executive Officer of Boulevard Acquisition Corp., said, AgroFresh is the leading agricultural solutions provider in a strong macro environment driven by global food demand growth. We look forward to partnering with the AgroFresh team as it benefits from these dynamics and continues to execute its growth strategy.
Key Transaction Terms
Under the terms of the definitive agreements for the transaction, at closing, Boulevard will purchase AgroFresh in exchange for 18.4 million shares of Boulevard Common Stock and $626 million in cash, for a total of $810 million assuming a valuation of the Boulevard shares at $10 per share.
Dow will initially hold approximately 40% of the shares of AgroFresh while the stockholders of Boulevard will initially hold approximately 60%.
The transaction has been unanimously approved by the Boards of Directors of Boulevard and Dow, and is expected to close in the third quarter of 2015. Closing is subject to approval by Boulevards shareholders, the completion of customary regulatory filings, and other customary closing conditions.
A full description of the transaction terms will be provided in the proxy statement that Boulevard intends to file with the Securities and Exchange Commission (SEC) to be used at its special meeting of stockholders in lieu of an annual meeting to approve the proposed transaction with Dow. Stockholders are advised to read, when available, Boulevards preliminary proxy statement and definitive proxy statement in connection with the solicitation of proxies for the special meeting because these statements will contain important information. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on the proposed business combination. Stockholders will also be able to obtain a copy of the proxy statement, without charge, by directing a request to: Boulevard Acquisition Corp., 399 Park Avenue, 6th Floor, New York, NY 10022. The preliminary proxy statement and definitive proxy statement, once available, can also be obtained, without charge, at the SECs internet site (http://www.sec.gov).
Investor Conference Call Scheduled
Boulevard will host an investor conference call to discuss the transaction on Thursday, April 30, 2015 at 11:00 a.m. EDT. Investors may listen to the conference call by dialing (855) 327-6837 toll free in the U.S. or (778) 327-3988 internationally. The presentation slides and a replay of the call will be available at the following web address beginning April 30 at 12:00p.m. EDT until 12:00 p.m. on May 7, 2015: https://viavid.webcasts.com/starthere.jsp?ei=1063040.
About Boulevard Acquisition Corp.
Boulevard Acquisition Corp. is a public investment vehicle formed by Avenue Capital Group for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Boulevard completed its initial public offering in February 2014, raising $220.5 million in cash proceeds.
Boulevards officers and certain of its directors are affiliated with Avenue Capital Group. Avenue is an established global alternative investment firm founded in 1995. Avenues primary focus is investing in credit and other special situation investments in the United States, Europe and Asia. Avenue has approximately $13.0 billion in assets under management as of March 31, 2015. Additional information about Boulevard is available at www.boulevardacq.com.
Forward-Looking Statements
This news release may include forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that Boulevard expects or anticipates will or may occur in the future are forward-looking statements and are identified with, but not limited to, words such as anticipate, believe, expect, estimate, plan, outlook, and project and other similar expressions. These statements are based on certain assumptions and analyses made by Boulevard in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual results may differ materially from those expressed herein due to many factors such as, but not limited to, the ability to satisfy closing conditions for the transaction, including stockholder and other approvals, the performances of Boulevard and AgroFresh, the ability of the combined company to meet the Nasdaq Capital Markets listing standards, including having the
requisite number of stockholders, and the risks identified in Boulevards prior and future filings with the SEC (available at www.sec.gov), including the proxy statement to be filed in connection with the proposed transaction and Boulevards Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These statements speak only as of the date they are made and Boulevard undertakes no obligation to update any forward-looking statements contained herein to reflect events or circumstances which arise after the date of this news release. Investors are cautioned that forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of AgroFresh, Boulevard and the combined group after completion of the proposed business combination are based on current expectations that are subject to risks and uncertainties.
Participants in the Business Combination
Boulevard and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Boulevard in connection with the transaction. Information regarding the officers and directors of Boulevard is available in Boulevards Annual Report on Form 10-K for the fiscal year ended December 31, 2014, which has been filed with the Securities and Exchange Commission. Additional information regarding the interests of such potential participants will also be included in the definitive proxy statement and other relevant documents filed or to be filed by Boulevard with the Securities and Exchange Commission regarding the transaction.
Disclaimer
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
###
Contacts
For Boulevard Acquisition Corp.
Todd Fogarty
Kekst and Company
+1 (212) 521-4854
todd-fogarty@kekst.com
Neil Shah
Citigroup Global Markets Inc.
+1 (212) 723-3264
neil.shah@citi.com
Exhibit 99.2
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Investor
Presentation April 2015 TM
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TM
This
presentation is for informational purposes only and does not constitute an
offer to sell, a solicitation of any offer to buy, or a recommendation to
purchase any securities of Boulevard Acquisition Corp. (Boulevard) or any
of its affiliates (as such term is defined under the U.S. federal securities
laws). Neither Boulevard nor AgroFresh Inc. (AgroFresh) or any of their
respective affiliates makes any representation or warranty as to the accuracy
or completeness of the information contained in the presentation. This
presentation has been prepared to assist interested parties in making their
own evaluation with respect to the proposed business combination of Boulevard
and AgroFresh (the Proposed Transaction) and for no other purpose. The data
contained herein is derived from various internal and external sources and is
not intended to be all-inclusive or to contain all of the information that a
person may desire in considering the Proposed Transaction discussed herein.
It is not intended to form the basis of any investment decision or any other
decision in respect of the Proposed Transaction. Neither Boulevard nor
AgroFresh assume any obligation to update the information in this presentation.
Until the date of the Proposed Transaction, AgroFresh has been, and will
continue to be, operated as an integrated business within The Dow Chemical
Company and its affiliates. As a result, certain historical information
concerning AgroFresh, particularly as it relates to expenses and liabilities
may not be reflective of the expenses and liabilities of the AgroFresh
business following the consummation of the Proposed Transaction.
Forward-Looking Statements The statements in this presentation that are not historical
facts are forward-looking statements within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of words such
as anticipate, believe, expect, estimate, project, budget,
forecast, intend, plan, may, will, could, should, predicts,
potential, continue, and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Such forward-looking statements are based on current expectations,
estimates and projections about the industry and markets in which AgroFresh
operates, AgroFreshs beliefs and assumptions are made by its management and
are not predictions or guarantees of actual performance. Accordingly, actual
results and performance may materially differ from results or performance
expressed or implied by the forward-looking statements. No representation is
made as to the reasonableness of the assumptions made within or the accuracy
or completeness of any forward-looking statements or other information
contained herein. Factors that could cause future results and performance to
differ from the forward-looking statements include: the inherent uncertainty
associated with financial projections; local, regional, national and
international economic and business climates; risks of doing business
internationally, including currency risks; changes in applicable laws or
regulations; weather and natural disasters; outcomes of government reviews,
inquiries and investigations and any related litigation; continued compliance
with government regulations; legislation or regulatory environments,
requirements or changes affecting AgroFresh or its operations; fluctuations
in customer demand; the possibility that AgroFresh may be adversely affected
by other economic, business, geopolitical, regulatory and/or competitive
factors; the occurrence of any event, change or other circumstance that could
give rise to the termination of the Proposed Transaction; the inability to
complete the Proposed Transaction due to the failure to obtain approval of
the stockholders of Boulevard or other conditions to the closing of the
transaction; the risk that the Proposed Transaction disrupts current plans
and operations of AgroFresh as a result of the announcement and consummation
of the Proposed Transaction; costs related to the proposed business
combination. Boulevard cautions that the foregoing list of factors is not
exclusive. Additional information concerning these and other risk factors is
contained in Boulevards most recent filings with the Securities and Exchange
Commission. All subsequent written and oral forward looking statements
concerning Boulevard, the Proposed Transaction, related transactions, or
other matters and attributable to Boulevard or any person acting on its
behalf, are expressly qualified in their entirety by the cautionary
statements above. Boulevard cautions readers not to place undue reliance upon
forward looking statements, which speak only as of the date made. Neither
Boulevard nor AgroFresh undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law. Non-GAAP Financial Measures
The financial information and data contained in this presentation is
unaudited and does not conform to the Securities and Exchange Commissions
Regulation S-X. Accordingly, such information and data may not be included
in, may be adjusted in or may be presented differently in, Boulevards proxy
statement to be filed by Boulevard with the Securities and Exchange
Commission. Some of the financial information and data contained in this
presentation, such as EDITDA and Pro Forma EBITDA, has not been prepared in
accordance with United States generally accepted accounting principles
(GAAP). In addition, certain historical financial information concerning
the results of operations of AgroFresh has been adjusted to assume market conditions,
such as currency exchange rates, as of December 31, 2014. A reconciliation of
each of these historical non-GAAP financial measures to their most comparable
GAAP measure is set forth in the Appendix to this presentation. These
non-GAAP financial measures provide useful information to AgroFresh
management and investors regarding certain financial and business trends
relating to AgroFreshs financial condition and results of operations.
AgroFreshs management uses these non-GAAP measures to compare periods for
trend analysis and for budgeting and planning purposes. These non-GAAP
measures provide a useful tool for investors to use in evaluating ongoing
operating results and trends. These non-GAAP measures should not be
considered in isolation or as an alternative to, or substitute for or
superior to, financial measures determined in accordance with GAAP. The
principal limitation of these non-GAAP financial measures is that they
exclude significant expenses that are required by GAAP to be recorded in AgroFreshs
financial statements. In addition, they are subject to inherent limitations
as they reflect the exercise of judgments by AgroFresh management about which
expenses and income are excluded or included in determining these non-GAAP
financial measures. In order to compensate for these limitations, the
non-GAAP financial measures are presented with the most comparable GAAP
results. You should review Boulevards audited financial statements, which
will by presented in Boulevards preliminary proxy statement to be filed with
the Securities and Exchange Commission, and not rely on any single financial
measure to evaluate AgroFreshs business. Additional Information This
document may be deemed to be solicitation material in respect of the Proposed
Transaction. This material is not a substitute for the definitive proxy
statement to be filed by Boulevard with the Securities and Exchange
Commission regarding the Proposed Transaction. Stockholders of Boulevard and
other interested persons are advised to read when available, Boulevards
preliminary proxy statement and definitive proxy statement in connection with
Boulevards solicitation of proxies for its special meeting of stockholders
to vote on the Proposed Transaction because these documents will contain important
information regarding the Proposed Transaction and related matters. Such
persons can also read Boulevards Annual Report on Form 10-K for the fiscal
year ended December 31, 2014, for a description of the security holdings of
the Boulevard officers and directors and their respective interest as
security holders, or otherwise, in the successful consummation of the
Proposed Transaction. The definitive proxy statement will be mailed to
Boulevards stockholders as of a record date to be established for voting on
the Proposed Transaction. Stockholders will also be able to obtain a copy of
such documents, without charge, by directing a request to Boulevard
Acquisition Corp., 399 Park Avenue, 6th Floor, New York, New York 10022.
These documents, once available, and Boulevards Annual Report on Form 10-K
for the fiscal year ended December 31, 2014 can be obtained, without charge,
at the Securities and Exchange Commissions internet site
(http://www.sec.gov). Participants in the Business Combination Boulevard and
its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Boulevard in connection with
the Proposed Transaction. Information regarding the officers and directors of
Boulevard is available in Boulevards Annual Report on Form 10-K for the
fiscal year ended December 31, 2014. Additional information regarding the
interests of such potential participants will also be included in the
definitive proxy statement and other relevant documents filed or to be filed
by Boulevard with the Securities and Exchange Commission regarding the
Proposed Transaction. References to Dow mean The Dow Chemical Company and
its consolidated affiliates, unless otherwise expressly noted; AgroFresh,
SmartFresh, RipeLock, AdvanStore and the Dow Diamond logo are trademarks of
Dow or an affiliated company of Dow.
Disclaimer
1
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TM Presenters
Stephen S. Trevor Chief Executive Officer President & Director Boulevard
Acquisition Corp Tom Macphee Chief Executive Officer AgroFresh Inc. 2 TM
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TM Investment
Thesis 1 2 3 5 6 Strong Macro Environment Driven by Global Food Demand Growth
Global Ag Innovator Providing Freshness Solutions for Fruits and Vegetables
Multiple Paths for Continued Profitable Growth Attractive Financial Profile
Unmatched Industry Credibility and Expertise Strong and Sustainable Industry
Position 4 3 TM
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TM $56 $77 $95
47% 52% 56% 2012 2013 2014 Business Overview Geographic Reach Robust
Financial Performance Service or Repacking Center Sales Office R&D Center
Global Headquarters Geographic Presence (1) EBITDA margin calculated as Pro
Forma EBITDA divided by Pro Forma net sales. Pro forma net sales and Pro
forma EBITDA are non-GAAP financial measures. See appendix for reconciliation
to US GAAP financial statements. (2) The translation impact of the EURO and
Australian Dollar for 2012, 2013 and 2014 have been adjusted to a constant
currency basis with the 2015 and 2016 forecasts. See appendix for more
information. Pro Forma EBITDA(1)(2) % Margin AgroFreshTM at a Glance 2014 Key
Statistics PF Net Sales of $169mm(1)(2) PF EBITDA of $95mm(1)(2) PF EBITDA
margin 56%(1)(2) CapEx ~1% of sales Global solutions provider focused on
freshness of produce Unique, sustainable business model High touch; asset
light Proven track record of innovation and growth Highly respected through
the value chain Strong position today; Well positioned for future growth ($ in millions) 4
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TM Fruits &
Vegetables 44% Roots & Tubers 20% Cereals 19% Milk 8% Meat 4% Oilseeds
& Pulses 3% Fish & Seafood 2% AgroFreshTM Mission Loss & Waste by
Weight(1) Total Waste 40% Total Waste 20% (1) Source: World Resources
Institute, June 2013. (2) Source: Tesco consumer survey, October 2013. Our
Mission: To improve the availability, quality and freshness of produce to all
consumers Loss & Waste by Category(2) 5
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TM Strong Macro
Trends Global Food Demand Growth World Population Growing (Population in
billions) Arable Land per Capita Decreasing (Land in hectares) Source: UNFAO,
OECD. 6 0 2 4 6 8 10 1965 1975 1985 1995 2005 2015 2025 2035 2045 Developed
Countries Developing Countries 0 0.1 0.2 0.3 0.4 0.5 1965 1975 1985 1995 2005
2015 2025 2035 2045 Waste reduction can contribute meaningfully to feeding
the worlds growing population Customer pays for peace of mind (quality,
efficacy, service)
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TM AgroFreshTM
Solutions Current AgroFresh Offerings Near-Term Offering Launches Innovative
solution to improve fruit shelf life and quality Integrated chemistry /
service offering Ethylene block technology Applied via proprietary technology
Strong safety profile, with no residue Pre-harvest tool that enhances the
size, color and taste of fruit Harvest management tool 100+ customers High
customer retention High demand Proprietary sensor technology Enhances customer
confidence Adjusts atmospheric conditions real-time through advanced data
monitoring Capitalizes on significant untapped growth opportunity Innovative
banana quality management system Ability to pace banana ripening Economic
benefits to brand owners, retailers and consumers Launch: 2002 2015E Sales:
$161mm Potential Growth: Medium Launch: 2013 2015E Sales: $15mm Potential
Growth: High Launch: 2016/2017 2015E Sales: N/A Potential Growth: High
Limited Launch: 2015 2015E Sales: $1mm Potential Growth: High 7
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TM AgroFreshTM
1-MCP: Freshness Solutions for Each Step of the Value Chain Preharvest
Storage Retail Consumer Increases size Improves color Manages harvest window
and labor Maintains firmness Marketing flexibility Better appearance Improves
pack-out Opens longerdistance markets Better appearance, improves buyer
experience Reduces shrinkage Increases marketability Better tasting Longer
lasting P Packing / Distribution 8
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TM 11% 50% 22%
35% Untreated SmartFresh Consumer Responses Proven Results with SmartFreshTM
0% 15% 30% 45% 60% 75% Quality / Freshness Prices Variety Promotions
Cleanliness % of Respondents Most Important To Customers Freshness of
Paramount Importance Source: Online survey conducted by Oliver Wyman and
Ipsos Interactive with 8,750 respondents. ACNielsen taste tests conducted
with Australian apples in four outlets of two major German retailers with
more than 400 consumers in April 2007. Note: ACNielsen in-store taste tests
have shown a clear consumer preference for crunchier apples. The test apples
were kept for ten days at room temperature after controlled atmosphere
storage. Not Firm Very Firm 9
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TM Sustainable
Competitive Advantage Extensive Technical Know-How Customer Retention
Originated product category in produce with 12 years of commercial experience
Exclusive database produce physiology and customer preferences Over 400
registrations globally Difficult and Costly to Replicate Compelling Value to
Cost Customer loyalty and rebate program Complementary suite of offerings (Harvista
and AdvanStore) Produce expertise Established global footprint Significant
investment in technology, registration, distribution, operations Uniquely
qualified R&D and management talent < ½ penny per apple secures
quality Extends season and creates export opportunities of mindservice) High
Customer Touch High customer trust in product efficacy Year round customer
interface Extensive customer-specific experience 10
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TM AgroFreshTM
Team Tom Macphee CEO 37 years of experience in the chemical industry Executive
oversight of AgroFresh business for 5 years Led corporate development for
Rohm & Haas, M&A for Dow for a combined 16 years Stan Howell
President Joined AgroFresh in 2014 39 years of industry experience Commercial
Leader for Dow AgroSciences North America region for 12 years Vast experience
in agricultural chemicals including specialty markets Mark Zettler Vice
President, R&D & Regulatory Affairs Joined AgroFresh in 2013 26 years
of industry experience Joined Dow in 1988 as a research scientist and has
held positions as Global R&D Leader in New Business and New Product
Development Peter Vriends Head of EMEA(1) & Asia Joined AgroFresh in 2003
28 years of industry experience Previously held positions at Suterra Europe,
International Employees One of the most talented teams in the industry
Includes 50 scientists (30 PhDs / M.S.) responsible for over 60 patents ~75%
of employees in touch with customers Scott Harker, Head of N. America,
Australia & New Zealand Joined AgroFresh in 2007 35 years of industry
experience 25 years working with current customer base Previously held
positions with Sinclair Systems International, Crown Label, Inc. (1) Europe,
Middle East and Africa 11 TM Eagles Flight Benelux, Ardo and Scotts
International
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TM AgroFreshTM
Growth Strategy and Philosophy Strengthen further existing franchise
Intellectual property, customer relationships, profitability, industry
awareness S Penetrate apple segment further Short term storage, regional
expansion P Extend to other fruits Bananas (RipeLock E Expand into other
offerings Pre-harvest including SmartFreshAdvanStore E Diversify via
acquisitions and alliances D 12 pears, plums, avocados, etc. (Harvista;
SmartFresh linkage); AdvanStore
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Harvista TM
-Harvest Management Offering Allows better control of harvest extend natural
ripening; labor management; increase color and size Expanded launch in 2014
in both the Northwest and Eastern US Significant commercial launch in Turkey
this year Highly complementary with SmartFresh Tree Treated with Untreated
Tree Source: Business management. Note: Orchard located in Ontario, Canada,
2013. 13
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AdvanStore TM a Controlled Atmosphere Storage Platform
Provides advanced monitoring of fresh fruit while in storage Taps into our
extensive database on ripening and physiology Further enhances existing
customer relationships from SmartFresh Overview Next Steps Development of
equipment to monitor carbon dioxide, oxygen and ethylene; dose and monitor
SmartFresh (1-MCP) Development of package of services with annual contract
Complete testing and launch 14
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RipeLock TM
Proprietary Solution for Bananas & Other Fruits Bananas Untreated Bananas
Banana Purchase Decision Drivers Ripeness 44% Color 35% Price 15% Brightness
4% Other 2% Extend optimal color stage Reduce split peel, a significant issue
SmartFreshTM technology + proprietary, patented bag Expandable to other
fruits (melons, papayas) 4 Days After Simulated Delivery to Retailer Source:
Tragon consumer study, March 2005. 15 yellow life
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Harvista TM
Multiple Paths for Continued Profitable Growth Organic Opportunities
Acquisitions and Alliances Further SmartFreshTM penetration Geographic
Existing produce New produce full commercialization New offerings
Complementary offering opportunities Potential M&A targets include Food,
Ag, service and other related opportunities Alliances as asset light route to
expanding service offering Capitalize on reputation as preferred channel to
market for post-harvest to expand offerings 16 TM
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Financial and
Transaction Overview TM
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TM $119 $147
$169 $177 $190 2012A 2013A 2014A 2015E 2016E $56 $77 $95 $100 $104 2012A
2013A 2014A 2015E 2016E (1) Pro forma net sales and Pro forma EBITDA are
non-GAAP financial measures. See appendix for reconciliation to US GAAP
financial statements. (2) The translation impact of the EURO and Australian
Dollar for 2012, 2013 and 2014 have been adjusted to a constant currency
basis to be consistent with the foreign exchange rate used in the 2015 and
2016 forecasts. See appendix for more information. (3) EBITDA forecasts for
2015 and 2016 exclude depreciation and amortization, certain tax related
items, acquisition-related costs for integration and transition, and R&D
spending for certain projects that are not expected to continue at current
levels. The 2015 EBITDA forecast reflects estimates for stand-alone costs
outside the Dow ownership structure as if the acquisition had occurred on Jan
1, 2015. (4) Cash Conversion defined as EBITDA less CapEx divided by EBITDA.
(5) See footnote 3 on page 19 for FCF calculation details. Highly Attractive
Financial Profile Pro Forma Net Sales(1)(2) ($ in millions) Pro Forma
EBITDA(1)(2)(3) ($ in millions) Key Metrics(1)(2)(3)(4)(5) 2012 - 2016E Sales
CAGR: 12% EBITDA CAGR: 17% 2015E EBITDA Margin: 57% Cash Conversion: 98% FCF
Yield: 10.6% 17
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TM AgroFreshTM
Sponsorship Best in class global investment manager with ~$13bn under
management Expertise in sourcing, developing, growing, financing and selling
businesses Proven track record of over 25 years Representative Chemical /
Industrial Transaction Experience(1) (1) There are material differences
between the Potential Transactions listed above and the transaction
contemplated by Boulevard, including without limitation: (i) some of the
investments did not result in control investments when control was acquired,
generally the owners did not seek to replace management or gain operational
control (ii) for most of the companies listed, acquisitions were made over
time in the fulcrum debt securities of the issuers that were equitized in
reorganizations. These transactions have aspects that are materially
different from the Potential Transaction contemplated by Boulevard. (2)
Excludes Corporate of ~1%. Premiere global chemical company Sales of $58bn in
2014 Sales in ~180 countries Performance Plastics 38% Performance Materials
& Chemicals 26% Infrastructure Solutions 14% Agricultural Sciences 13%
Consumer Solutions 8% 2014 Sales by Segment(2) 18
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TM Post
Transaction Ownership(4) Transaction Overview Pro Forma Valuation (1) 5.513
million Boulevard Acquisition Corp. Founder Shares issued at IPO, which
includes 4.134 million shares and an additional 1.378 million incentive
shares that the Boulevard Acquisition Corp. Founders will receive if within
the first 5 years, the Company's stock price is above $13/share for a
specified period. (2) Pro forma EBITDA is a non-GAAP financial measure.
EBITDA forecasts for 2015 and 2016 exclude depreciation and amortization,
certain tax related items, acquisition-related costs for integration and
transition, and R&D spending for certain projects that are not expected
to continue at current levels. The 2015 EBITDA forecast reflects estimates
for stand-alone costs outside the Dow ownership structure as if the
acquisition had occurred on Jan 1, 2015. (3) Forecast EBITDA less cash
interest (assumed rate of 5.25%), less cash taxes (assumed rate of 37%), less
increase in working capital, less capex. (4) Management team will be given
equity to align incentives. Pro forma firm value of $879 million Dow expects
to be paid $626 million in cash and issued 18.4mm shares for AgroFreshTM at
close Committed financing ($425 million term loan B) Incremental $9 million
equity invested by Avenue Capital Closing of the transaction is expected in
2H 2015 ($ in millions, except per share values) Sources and Uses Pro Forma
($ in mm) 6/30/2015 Boulevard Share Price $10.00 Shares Outstanding(1) 45.434
Equity Value $454 Plus: Net Debt 425 Firm Value $879 Firm Value / EBITDA(2)
2015E $100 8.7x 2016E 104 8.4 FCF(3) Yield 2015E $48 10.6% 2016E 48 10.6 Net
Debt / 2015E EBITDA 4.2x Dow 40% Public Ownership 49% Boulevard / Avenue 11%
Sources $ % Total Cash from Existing Boulevard Shareholders $221 26% New Debt
425 51 Dow Receiving Shares 184 22 Additional Avenue Investment 9 1 Total
Sources $838 100% Uses $ % Total Purchase of AgroFresh $810 97% Transaction
Fees and Other Expenses 28 3 Total Uses $838 100% 19
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TM 10.6% 3.6%
4.2% 4.5% 5.6% 2.2% 2.5% 2.8% 5.1% 3.1% 4.0% 4.9% 4.0% Agrofresh FMC Monsanto
Syngenta Platform Frutarom Novozymes Chr Hansen Naturex Croda Victrex Balchem
Ecolab 8.7x 14.8x 12.1x 12.1x 11.2x 21.0x 19.7x 15.8x 13.5x 13.7x 12.9x 12.3x
13.6x AgroFresh Platform Monsanto Syngenta FMC Chr Hansen Novozymes Frutarom
Naturex Croda Victrex Balchem Ecolab Valuation Benchmarking Boulevard will
acquire AgroFreshTM at a meaningful discount to peer trading levels. 2015E
FCF Yield(2) Firm Value / 2015E(1) EBITDA Median: 12.1x Median: 17.8x Source:
Public filings, Wall Street Research, and FactSet as of 4/29/2015. (1) EBITDA
forecast for 2015 excludes depreciation and amortization, certain tax related
items, acquisition-related costs for integration and transition, and R&D
spending for certain projects that are not expected to continue at current
levels. The 2015 EBITDA forecast reflects estimates for stand-alone costs
outside the Dow ownership structure as if the acquisition had occurred on Jan
1, 2015. (2) Defined as (Cash Flow from Operations CapEx) / Equity Value. See
footnote 3 on page 19 for AgroFresh FCF calculation details. (3) LTM Cash
Flow from Operations. Median: 4.4% Median: 2.6% Median: 4.0% - AgChem Comps
Food / Ingredients Specialties Service Oriented Comps High Margin / High
Value Specialties Median: 12.9x Median: 13.6x Median: 4.0% (3) 20 TM TM
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TM 98% 85% 80%
76% 75% 87% 80% 77% 56% 74% 68% 68% 75% Agrofresh Platform Monsanto FMC
Syngenta Frutarom Novozymes Chr Hansen Naturex Balchem Croda Victrex Ecolab
57% 31% 23% 22% 20% 34% 33% 19% 14% 44% 28% 25% 21% Agrofresh Monsanto
Platform FMC Syngenta NovozymesChr Hansen Frutarom Naturex Victrex Croda
Balchem Ecolab Key Performance Indicator Benchmarking 2015E EBITDA Margin
2015E Cash Conversion(2) Source: Public filings, Wall Street Research, and
FactSet as of 4/29/2015. (1) See Note 1 on page 20. (2) Defined as (EBITDA
less CapEx ) / EBITDA. Service Oriented Comps High Margin / High Value
Specialties - AgChem Comps Food / Ingredients Specialties Median: 22% Median:
26% Median: 78% Median: 79% Median: 68% Median: 28% Median: 21% Median: 75%
21 TM TM (1)
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TM Anticipated
Transaction Timeline Date Event April 30th Business Combination Agreement
Executed Transaction Announced Mid May Preliminary Proxy Materials Filed with
SEC Late June Set Record Date for Shareholder Vote Mid July Mail Final Proxy
Materials to Shareholders Late July Hold Shareholder Vote and Close
Transaction 22 Note: Timeline subject to SEC review and comment process, the
timing of which cannot be predicted.
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Appendix TM
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TM 2012 2013
2014 US GAAP Net Sales(1) 128.4 $ 158.8 $ 180.5 $ Less adjustment for
deferred income(2) (2.7) (2.0) (2.0) Foreign currency adjustment(3) (6.3)
(10.2) (9.2) Pro Forma Net Sales(7) 119.4 $ 146.6 $ 169.3 $ US GAAP Net
Income(1) 13.2 $ 27.5 $ 27.9 $ Provision for Income taxes(1) 16.3 25.1 41.4
Depreciation and Amortization(4) 30.8 30.8 30.4 Less adjustment for deferred
income(2) (2.7) (2.0) (2.0) Discovery R&D project expense(5) 6.4 7.1 5.8
Adjustment for stand-alone run rate costs(6) (3.5) (4.5) (3.7) Foreign
currency adjustment(3) (4.2) (7.1) (4.9) Pro Forma EBITDA(7) 56.3 $ 76.9 $ 94.9 $ Reconciliation of Non-GAAP Financial Measures ($ in millions) 23 (1)
Per the audited Combined Statements of Income and Comprehensive Income of The
AgroFresh Business for the years ended December 31, 2014, 2013 and 2012. (2)
Adjustment to exclude deferred income related to a strategic alliance, which
is not expected to be recurring. (3) Represents an estimate to adjust the translation
impact of the EURO and Australian Dollar to a constant currency basis of 1.10
EURO to USD and .75 AUS to USD. (4) Per the audited Combined Statements of
Cash Flows of The AgroFresh Business for the years ended December 31, 2014,
2013 and 2012. (5) Represents an adjustment to add back expenses for certain
R&D projects that are not expected to continue at current levels. (6)
Reflects an adjustment to increase administrative and operational costs to
the estimated stand-alone run rate of $7.7 million per year after the
acquisition closes. (7) Non-GAAP financial measure.
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