Aldabra 2 Acquisition Corp. Signs Commitment Letter for Debt Financing to Acquire Paper and Packaging Assets from Boise Cascade, L.L.C.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Aldabra 2 Acquisition Corp. (AMEX AMEX See: American Stock Exchange : AII AII Auto ID Infrastructure AII Agence de l'Innovation Industrielle (French Agency for Industrial Innovation) AII Active Input Interface (used in UNI PMD specs for Copper/Fiber) AII ASEAN Information Infrastructure .U, AII, AII.WS, "Aldabra") today announced that it has executed a firm commitment letter with Goldman Sachs The Goldman Sachs Group, Inc., or simply Goldman Sachs (NYSE: GS) is one of the world's largest global investment banks. Goldman Sachs was founded in 1869, and is headquartered in the Lower Manhattan area of New York City at 85 Broad Street. Credit Partners LP ("GSCP GSCP Goldman Sachs Capital Partners (private equity division) GSCP Goa Schools Computers Project GSCP Global Social Compliance Programme GSCP Go Server Client Protocol GSCP General Support Center Pirmasens ") for 100% of the debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay related to Aldabra's proposed acquisition of the paper, packaging, and newsprint assets of Boise Cascade Boise Cascade Holdings, LLC, which uses the trade name Boise, is an American pulp and paper company, ranked as the thirteenth largest forest products company in the world. , L.L.C. ("Boise Cascade"). The GSCP $1.175 billion financing commitment consists of $925 million of senior secured term loan facilities and a $250 million senior secured revolving credit Revolving Credit A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs. facility to fund the cash portion of the acquisition price. In addition, GSCP has agreed to increase the senior secured term loan facilities by up to an additional $60.7 million to fund an incremental cash portion of the purchase price in the event that some of Aldabra's stockholders elect to exercise their conversion rights. In addition, Boise Cascade and Aldabra have signed an amendment to the Purchase and Sale Agreement entered into on September 7, 2007 to address any cash shortfall that might occur if Aldabra's stockholders seek conversion rights in excess of such $60.7 million. In such a case, Boise Cascade has agreed to increase its ownership up to 49% of equity in Aldabra after the acquisition (which will be renamed "Boise Paper Company") and accept a subordinated promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt. for any shortfall in the cash portion of the purchase price that arises in the event that exercise of conversion rights by Aldabra's stockholders would result in Boise Cascade's ownership exceeding 49%. Nathan Leight, Aldabra's Chairman, said, "We are pleased to make this announcement early in the transaction process, particularly in light of the difficulties experienced recently in the credit markets. We believe the prospects for Boise Paper Company are excellent, and our ability to obtain financing further highlights the strength of the business and provides validation of this transaction. " Aldabra also received word that its request for early termination of the Hart-Scott-Rodino Act Hart-Scott-Rodino Act Often used in risk arbitrage. Antitrust act administered by U.S. Department of Justice and the FTC that requires an investor to file a form with the government before he acquires an economic interest in the lesser amount of $15 million or 15% of the waiting period for the proposed acquisition has been approved. As previously announced, Aldabra expects to close the transaction in early 2008 subject to a receipt of stockholder approval. THE ACQUISITION As announced on September 7, 2007 Aldabra is acquiring the Combined Paper Businesses from Boise Cascade, which is a Madison Dearborn Madison Dearborn Partners (MDP) is a private equity firm specializing in buyouts of private or publicly held companies, or divisions of larger companies; recapitalizations of family-owned or closely held companies; balance sheet restructurings; acquisition financings; and growth Partners, L.L.C. ("Madison Dearborn") portfolio company. The Combined Paper Businesses consists of Boise White Paper, L.L.C. (the "Paper Business"), Boise Packaging & Newsprint, L.L.C. (the "Packaging Business") and Boise Cascade Transportation Holdings Corp. (collectively, the "Combined Paper Businesses"). Boise Cascade will retain 100% ownership of its Wood Products and Building Materials Building materials used in the construction industry to create . These categories of materials and products are used by and construction project managers to specify the materials and methods used for . Distribution businesses. The transaction, which has been approved by the respective Board of Directors of Aldabra and Boise Cascade, is subject to customary closing conditions as well as the approval of Aldabra's stockholders. In addition, the closing is conditioned on holders of fewer than 40% of the shares of Aldabra common stock issued in its initial public offering voting against the transaction and electing to convert those shares into cash, as permitted by Aldabra's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. . Additional information about the transaction as well as the Combined Paper Businesses' operations and historical financial information are available in an investor presentation filed by Aldabra with the Securities and Exchange Commission on September 7, 2007 and in a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. that will be filed shortly. ABOUT THE COMBINED PAPER BUSINESSES The Paper Business manufactures and sells uncoated free sheet (including printer and copy paper, label and release papers, envelope and commercial printing papers, and a wide range of premium and specialty papers), market pulp, and containerboard (corrugating medium). Boise Paper Company is expected to have approximately 4,610 employees. ABOUT ALDABRA Aldabra 2 Acquisition Corp. is a special purpose acquisition corporation that was formed to acquire an unidentified operating business. Aldabra consummated its initial public offering on June 22, 2007, receiving gross proceeds of $414 million through the sale of 41.4 million units of its securities at $10.00 per unit (following the exercise of the underwriters' over-allotment). Additional information about Aldabra 2 Acquisition Corp. may be found at http://www.aldabracorp2.com. ADDITIONAL INFORMATION Stockholders of Aldabra are urged to read the proxy statement regarding its proposed acquisition of the Combined Paper Businesses when it becomes available as it will contain important information regarding the transaction. Copies of the proxy statement and other relevant documents filed by Aldabra, which will contain information about Aldabra and the Combined Paper Businesses, will be available when filed and without charge at the U.S. Securities and Exchange Commission's Internet site (http://www.sec.gov). Aldabra and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed acquisition of the Combined Paper Businesses. Information regarding Aldabra's directors and executive officers is available in its filings with the U.S. Securities and Exchange Commission. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement to be filed with the U.S. Securities and Exchange Commission when it becomes available. FORWARD-LOOKING STATEMENTS This press release includes "forward-looking statements" within the meaning of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. Forward-looking statements in this press release include matters that involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by this press release. Such risk factors include, among others: costs associated with running the Combined Paper Businesses by BPC BPC British Potato Council BPC Brewton-Parker College (Mt Vernon, GA) BPC Bible Presbyterian Church BPC Bangladesh Petroleum Corporation (Chittagong, Bangladesh) BPC British Pharmaceutical Codex as a stand-alone business; uncertainties as to the timing of the acquisition and the ability to obtain financing; approval of the transaction by Aldabra's stockholders; the satisfaction of closing conditions to the transaction, including the receipt of regulatory approvals; and the competitive environment in the paper industry of and competitive responses to the proposed acquisition. Actual results may differ materially from those contained in the forward-looking statements in this press release. Aldabra and Boise Cascade undertake no obligation and do not intend to update these forward-looking statements to reflect events or circumstances occurring after the date of this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement. |
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