As filed with the Securities and Exchange Commission on January 2 4 , 2018

Registration Statement No. 333-      

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ESTRE AMBIENTAL, INC.
(Exact Name of Registrant as Specified in Its Charter)

1830, Presidente Juscelino Kubitschek Avenue, Tower I, 3rd Floor
Itaim Bibi
São Paulo
04543-900 - SP
Brazil
+55 11 3709 2300
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies 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

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.   o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.   o

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Subject to completion, dated January 2 4 , 2018.

PRELIMINARY PROSPECTUS

Este Ambiental, Inc.
( a Cayman Islands exempted company )

33,099,402 Ordinary Shares

This prospectus relates to the resale of up to 33,099,402 of our ordinary shares, par value US$0.0001 per share, which may be offered for sale from time to time by the selling shareholders named in this prospectus. The securities offered hereunder comprise (i) 18,499,999 ordinary shares issuable upon the exercise of our public warrants, (ii) 14,401,962 ordinary shares held by certain institutional investors that purchased our ordinary shares in private placements and that have requested such ordinary shares to be included in this registration statement, and (iii) 197,441 ordinary shares held by a shareholder of the Company (as defined below) who received ordinary shares in connection with the consummation of the Transaction (as defined below) and became a shareholder of the Registrant (as defined below).

We are registering the offer and sale by the selling shareholders named herein of the ordinary shares to satisfy certain registration rights we have granted in favor of such selling shareholders. We will not receive any proceeds from the sale of our ordinary shares by the selling shareholders. In addition, we are registering the issuance of the ordinary shares that are issuable upon exercise of the public warrants. Each public warrant is currently exercisable for one ordinary share at a price of US$11.50 per share, which exercise price is payable to us. Upon exercise and issuance, such ordinary shares will be freely tradable under the U.S. securities laws.

The selling shareholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. See “Plan of Distribution” beginning on page 195 of this prospectus for more information.

Our ordinary shares, par value US$0.0001 per share, are currently listed on the NASDAQ (as defined below) under the symbol “ESTR” and our warrants, exercisable for one ordinary share, are currently listed on the NASDAQ under the symbol “ESTRW.” On January 22, 2018, the closing price for the ordinary shares on the NASDAQ was US$9.45 per ordinary share and the closing price for the warrants on the NASDAQ was US$0.72 per warrant.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are subject to reduced public company reporting requirements.

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 42 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities described herein or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated        , 2018.

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, nor the selling shareholders, have authorized any other person to provide you with different or additional information. Neither we, nor the selling shareholders, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.

The selling shareholders are not making an offer to sell the securities described herein in any jurisdiction where the offer or sale is not permitted. Except as otherwise set forth in this prospectus, neither we nor the selling shareholders have taken any action to permit a public offering of the securities described herein outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the securities described herein and the distribution of this prospectus outside the United States.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Important Information About IFRS and Non-IFRS Financial Measures

Presentation of Historical Financial Information

Unless otherwise indicated, the financial information contained in this prospectus is derived from the Company’s accounting records and its (1) audited financial statements as of and for the years ended December 31, 2014, 2015 and 2016 and (2) unaudited interim financial statements as of and for the six months ended June 30, 2017. These financial statements have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

On December 21, 2017, we completed our (1) Pre-Closing Restructuring, pursuant to which the holders of the Company’s common shares contributed their Company common shares to us in exchange for an aggregate of 27,001,886 ordinary shares, and the Company as a result became our indirectly-owned subsidiary (in addition, 1,983,000 of our ordinary shares were issued to the Employee Compensation Entity immediately prior to the closing of the Merger), and (2) the Merger with Estre USA, pursuant to which Estre USA became our partially-owned subsidiary, which is referred to herein as the Merger. For additional information, see “ Summary of the Prospectus—Recent Developments—Pre-Closing Restructuring and The Merger ”).

Also on December 21, 2017, we issued 15,438,000 of our ordinary shares and 3,748,600 warrants to purchase ordinary shares at US$11.50 per share to certain institutional investors unaffiliated with us pursuant to a private investment in public equity, which we refer to as the PIPE Investment. For more information on the PIPE Investment, see “ Summary of the Prospectus—Recent Developments— PIPE Investment ” and “ Description of Share Capital—PIPE Investment Registration Rights ” and “ Shares Eligible for Future Sale — PIPE Investment Registration Rights ”.

As a result of the Merger and the PIPE Investment, we received a total US$139.9 million cash investment, (comprising US$11.2 million from existing shareholders of Estre USA that did not redeem their public shares in connection with the Merger, and US$128.7 million from the proceeds of the sale of our ordinary shares to PIPE Investors), out of which US$110.6 million was applied to reduce certain of our indebtedness pursuant to a simultaneous Debt Restructuring, coupled with a partial debt writedown and the refinancing of the balance of the debentures and related debt acknowledgment instrument through the amendment and restatement of the terms of such instruments with new terms. For more information, see “ Summary of the Prospectus—Recent Developments— Debt Restructuring ” and “ Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness—Debentures—Debt Restructuring and Refinanced Debt ”.

Prior to the Transaction, the Registrant had limited or no assets, operations or activities. The Registrant was incorporated to become the holding entity of the Company to effect the Transaction. The Transaction was accounted for as a reorganization and recapitalization transaction. Accordingly, the financial statements presented in this prospectus are those of the Company and its consolidated subsidiaries. The Registrant continues not to have any assets other than its indirect and direct equity interests in the Company and Estre USA.

Unless otherwise specifically indicated, the business, financial and other industry data set forth in this prospectus is presented as of and for the years ended December 31, 2014, 2015 and 2016 and as of and for the six months ended June 30, 2017 and, therefore, necessarily does not reflect the impact of the Merger, the PIPE Investment, the Debt Restructuring, the Pre-Closing Restructuring or any other events or expenses related thereto (which we collectively refer to as the “Transaction”) on our results of operations and financial position.

Non-IFRS Presentation

We refer in various places within this prospectus to the following non-IFRS measures: (i) revenues from services rendered (excluding revenues from divested operations), (ii) Adjusted EBITDA and (iii) Adjusted EBITDA Margin. The presentation of non-IFRS measures is not meant to be considered in isolation or as a substitute for the Company’s consolidated financial results prepared in accordance with IFRS. See “ Selected Consolidated Historical Financial Data—Reconciliation of Non IFRS Financial Measures and Income Statement Data .”

We calculate adjusted EBITDA as net income (loss) for the period from continuing operations plus total finance expenses, net, depreciation, amortization and depletion, income tax and social contribution, as adjusted to

eliminate the effects of certain events that, in the opinion of our management, are isolated in nature and, therefore, hamper comparability across periods, including mainly (i) certain gains and losses incurred in the context of our comprehensive financial and organizational restructuring process occurring from 2014 to 2017, including gains and losses on the sale of certain assets sold to related parties in an effort to streamline our operations, severance expenses in connection with headcount reductions and extraordinary expenses relating to our restructuring incentive plan, and (ii) the non-cash effect of certain accounting adjustments consisting of (A) impairment expenses as a result of lower than expected returns on certain of our landfills, (B) write-offs of property, plant and equipment following a review of historical transactions with certain of our suppliers and (C) provisions established in connection with our participation in a tax amnesty program in 2017, and (iii) the effects of assets divested by us as part of our historial corporate restructuring efforts (including our contracts with Petrobras related to Estre O&G’s divested operations, sub-scale collections operations (Azaleia), and the Estrans landfill in Argentina). Our management believes that the presentation of Adjusted EBITDA provides investors with a more meaningful understanding of our operational results exclusive of items that our management believes otherwise distort comparability between periods, including by isolating the effects of our ongoing operations. Adjusted EBITDA does not have a standardized meaning and is not a recognized measure under GAAP or IFRS, and may not be comparable with measures with similar names presented by other companies. Adjusted EBITDA should not be considered by itself or as a substitute for net income, operating income or cash flow from operations or other measures of operating performance, liquidity or ability to pay dividends.

For a reconciliation from Adjusted EBITDA to our net income from continuing operations, see “ Selected Consolidated Historical Financial Data—Reconciliation of Non-IFRS Financial Measures and Income Statement Data ”.

We also present revenues from services rendered (excluding revenues from divested operations), which is defined as revenues from services rendered excluding the effects of revenues from assets divested by us as part of our historical corporate restructuring efforts. We believe the presentation of revenues from services rendered (excluding revenues from divested operations) provides investors with a more meaningful understanding of our revenues exclusive of items that we believe otherwise distort comparability between periods. Revenues from services rendered (excluding revenues from divested operations) does not have a standardized meaning and is not a recognized measure under GAAP or IFRS, and may not be comparable with measures with similar names presented by other companies. Revenues from services rendered (excluding revenues from divested operations) should not be considered by itself or as a substitute for revenues from services rendered or other measures of operating performance, liquidity or ability to pay dividends. For more information on our divested assets, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Our Results of Operations—Divestments ”.

For a reconciliation from our revenues from services rendered to revenues from services rendered (excluding revenues from divested operations), see “ Selected Consolidated Historical Financial Data—Reconciliation of Non-IFRS Financial Measures and Income Statement Data ”.

Unaudited Pro Forma Financial Information

In addition, we have also included in this prospectus unaudited pro forma financial information prepared based on the Company’s historical financial information, as adjusted to give pro forma effect to the Transaction as of certain dates and for certain periods as more fully described in the section titled “ Unaudited Pro Forma Financial Information ” beginning on page 167 of this prospectus.

Industry and Market Data

In this prospectus, we rely on and refer to information and statistics regarding the waste management services industry and our competitors from market research reports and other publicly available sources, including from ABRELPE, the International Solid Waste Association, Eurostat, Biocycle, the Central Bank and IBGE. We have supplemented such information where necessary with our own internal estimates and information obtained from discussions with our customers, taking into account publicly available information about other industry. Although we have no reason to believe that these sources are not reliable or that any of this information is not accurate or complete in all material respects, we have not independently verified any such information and, therefore, cannot guarantee its accuracy or completeness.

Frequently Used Terms

As used in this prospectus, unless the context otherwise requires or indicates, references to “we,” “us,” and “our” refer to Estre Ambiental, Inc., together with its consolidated subsidiaries.

In addition, this document, unless otherwise specified or the context otherwise requires:

“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

“R$” and “reais” each refer to the Brazilian real.

“Angra” means Angra Infra Multiestratégia Fundo de Investimento em Participações.

“Central Bank” means the Banco Central do Brasil , or Brazilian Central Bank.

“Class B Shares” means the Class B shares, par value US$0.0001 per share, of the Registrant.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Law” means the Companies Law of the Cayman Islands (2016 Revision).

“Company” refers to Estre Ambiental S.A., a sociedade anônima organized under the laws of Brazil;

“Debt Restructuring” means our debt restructuring carried out on December 26, 2017, pursuant to which we used an amount of US$110.6 million from the total cash investments received by us to partially prepay certain of our existing debentures and related debt acknowledgment instrument, each denominated in Brazilian reais, coupled with a partial debt writedown and the refinancing of the balance of our existing debentures and related debt acknowledgment instrument through the amendment and restatement of the terms of such debt instruments with new terms.

“Designated Stock Exchange” means any national securities exchange including NASDAQ Capital Market or NASDAQ.

“DGCL” means the Delaware General Corporation Law.

“Employee Compensation Entity” means Estre Ambiental Employee SPV, Inc., a Cayman Islands exempted company.

“Estre USA” refers to Estre USA Inc., a Delaware corporation, formerly known as Boulevard Acquisition Corp. II, which name was changed to Estre USA Inc. on December 21, 2017 in connection with the Transaction. References to Estre USA prior to December 21, 2017 shall be deemed references to its predecessor entity, Boulevard Acquisition Corp. II.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Incentive Plan” means our 2017 Incentive Compensation Plan.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Memorandum and Articles” means the amended and restated memorandum and articles of association of the Registrant.

“Merger” means the merger of Merger Sub with and into Estre USA, with Estre USA surviving such merger as a partially-owned subsidiary of the Registrant.

“Merger Sub” means BII Merger Sub Corp., which entity was merged into Estre USA, with Estre USA surviving such merger as a partially-owned subsidiary of the Registrant.

“NASDAQ” means The NASDAQ Stock Market LLC.

“ordinary shares” means the ordinary shares, par value US$0.0001 per share, of the Registrant.

“PCAOB” means the Public Company Accounting Oversight Board.

“PIPE Investment” means the private investment in public equity pursuant to which we issued 15,438,000 of our ordinary shares and 3,748,600 warrants to purchase ordinary shares at US$11.50 per share to certain institutional investors unaffiliated with us.

“public warrants” means the warrants included in the units sold in Estre USA’s initial public offering, as converted in the Merger such that they represent the right to acquire ordinary shares of the Registrant, with each public warrant being exercisable for one of our ordinary shares, in accordance with its terms.

“Pre-Closing Restructuring” means the restructuring that the Company and the Registrant have completed immediately prior to effecting the Merger, pursuant to which, the holders of Company shares (other than Angra) contributed their shares of the Company to the Registrant in exchange for an aggregate of up to 27,001,886 ordinary shares, and the Company became a subsidiary of the Registrant. In addition, 1,983,000 of our ordinary shares were issued to the Employee Compensation Entity immediately prior to the closing of the Merger.

“private placement warrants” means the warrants to purchase Estre USA Class A Common Stock that were outstanding immediately prior to the closing of the Transaction that were purchased in a private placement in connection with Estre USA’s initial public offering, as converted in the Merger such that they represent the right to acquire ordinary shares of the Registrant, with each public warrant being exercisable for one of the Registrant’s ordinary shares, in accordance with its terms.

“Registration Rights and Lock-Up Agreement” means the Registration Rights and Lock-Up Agreement to be entered into by and among the Registrant, the Sponsor and certain other persons and entities which will hold ordinary shares upon the Closing pursuant to the terms of the Transaction Agreement in connection with, and as a condition to the consummation of, the Transaction.

“Registrant” refers to Estre Ambiental, Inc., formerly known as Boulevard Acquisition Corp II Cayman Holding Company, a Cayman Islands exempted company, the only assets of which are its indirect and direct equity interests in the Company and Estre USA.

“Sponsor” means Boulevard Acquisition Sponsor II, LLC, a Delaware limited liability company.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Transaction” refers, collectively, to the Pre-Closing Restructuring, the Merger, the PIPE Investment and the Debt Restructuring, together with the other transactions ancillary thereto.

“warrants” means the public warrants, the private placement warrants and the warrants issued in a private placement to an investor that purchased ordinary shares in the PIPE Investment that have the same terms as the private placement warrants.

“U.S. GAAP” means United States generally accepted accounting principles.

The map of Brazil below demonstrates our geographic footprint and our capabilities in the main markets in which we operate.

Brazil is geographically similar in size to the continental United States, and we believe the Brazilian waste management market exhibits many of the same characteristics as the U.S. market 30 years ago. There are 2,976 landfills in Brazil as of June 2017, according to the International Solid Waste Association, or ISWA, and the Brazilian Association of Public Cleaning and Waste Management ( Associação Brasileira de Empresas de Limpeza Pública e Resíduos Especiais ), or ABRELPE, of which approximately 25% are duly licensed and comply with regulatory and environmental standards and the remaining 75% are open dumps that are considered illegal. By contrast, there are 1,700 landfills in the United States today, as compared with 7,924 in 1988 when the enforcement of the Resource Conservation and Recovery Act and other environmental regulations had begun to solidify.

The Brazilian waste management industry demonstrates strong underlying volume growth with MSW having grown at a 4.0% compound annual growth rate from 2008 to 2015, according to ABRELPE. Considering such growth trends coupled with the fact that close to one half of all MSW in Brazil, or 37 million tons annually, is not properly disposed of according to ABRELPE, we believe we are uniquely poised to opportunistically expand our operations to meet this unmet demand, given our extensive know-how and specialized development and operational teams. We expect these efforts to be propelled by positive shifts in the regulatory framework as municipalities accelerate efforts to comply with the Brazilian 2010 Solid Waste National Policy elevating standards of MSW collection and disposal, with deadlines ranging from July 2018 to July 2021 depending on size of the city.

We are a market leader in a fragmented industry, where we enjoy an 8.0% market share, with the top five players capturing only 28.0% of the total market, according to our own analysis based on the most recent ABRELPE data available from 2016. We view the Brazilian market as ripe for consolidation, with a larger player like us as a natural consolidator, particularly given the additional financial resources obtained as a result of the Transaction.

The graph below demonstrates our market share relative to our main competitors as of 2016:

We have demonstrated consistent revenue generation across economic cycles, and we have been able to achieve stable revenue growth for the past three years despite challenging macroeconomic conditions in Brazil. Despite Brazilian gross domestic product, or GDP, contracting by 3.8% and 3.6% in 2015 and 2016, respectively, our revenues from services rendered grew by 3.5% and 4.0% in 2015 and 2016, respectively, and our revenues from services rendered (excluding revenues from divested operations) grew 6.9% and 8.1% in 2015 and 2016, respectively.

In spite of the recent economic downturn in Brazil and the consequent decrease in purchasing power among the general population, we believe our business has performed well and is generally less vulnerable to economic crises than companies operating in other sectors. We see the collection and disposal of municipal solid waste as an essential service exhibiting inelastic demand, which is largely insulated from economic downturn. Furthermore, in scenarios of high interest rates and credit constraints, we believe that our competitors, most of which are financially distressed companies that lack the scale, technology and skilled management that we possess, typically suffer the most, thus presenting opportunity in terms of market space for larger players like us.

As the Brazilian economy demonstrates signs of recovery, benefiting from lower inflation, ongoing rate easing, strengthening currency, and predicted return to GDP growth according to Brazilian Central Bank estimates, we believe that we are well-positioned to capitalize on future growth opportunities with a strengthened balance sheet as a result of the Transaction.

The table below shows our key performance metrics together with Brazilian macroeconomic data for the periods indicated (which does not reflect the impact of the Transaction on our results of operations and financial position).

June 30, 2017, as reported by the Central Bank. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or any other exchange rate. See “ Exchange Rates ” for further information about recent fluctuations in exchange rates.

For information relating to the Registrant’s unaudited pro forma financial information as adjusted to give pro forma effect to the Transaction, see “ Unaudited Pro Forma Financial Information ”.

We have has been undergoing a comprehensive financial and corporate restructuring over the past several years pursuant to which we have reviewed and rationalized our cost structure, pricing, compliance and controls, planning processes, information technology and use of data. This restructuring effort has yielded several tangible benefits through focus on the following initiatives, among others; (i) the comprehensive redesign of our management information systems, including migration to SAP and implementation of CRM Oracle solutions and pricing systems, with the effect of improving efficiency of pricing and internal controls; (ii) the sale of certain assets that negatively impacted our margins and did not align with our strategic vision, (iii) collection of overdue accounts and successful implementation of price adjustments on certain large contracts with our municipal customers and (iv) the reorganization of our senior management team, including, through the implementation of our restructuring incentive plan in 2015 and the appointment of a new chief executive officer, Sergio Pedreiro, also in 2015, who launched efforts to instill a new results-oriented culture in us, including by replacing certain members of upper management, reducing corporate headcount by approximately 30%, and implementing an objective, results-based compensation system for our management.

Under Mr. Pedreiro’s guidance, we have implemented several concrete efforts with the goal of operating at a level of sophistication and efficiency similar to that of major U.S. waste management companies, which we believe distinguishes us from our Brazilian competitors. Among these initiatives, Mr. Pedreiro has leveraged his

international experience in finance and business administration, including his tenure as a member of the board of directors at Advanced Disposal Inc., to revamp our compliance infrastructure. Under Mr. Pedreiro’s leadership, we have demonstrated a focused commitment to strengthening our compliance policies and internal control system. Mr. Pedreiro appointed a seasoned compliance officer in 2015 and implemented a comprehensive new compliance program applicable to all employees and suppliers that is focused on transparency and ethical conduct, stipulating processes and procedures designed to detect and prevent improper conduct (for additional information regarding our compliance program, see “ Business—Code of Ethics and Anti-Corruption Policy”) . We view our compliance policies, and our focus on, and commitment to, compliance, as a material competitive advantage in seeking to ensure the sustainability of our business model.

In addition, Mr. Pedreiro redesigned our control framework, implementing SAP and CRM Oracle solutions with the effect of significantly improving efficiency and financial oversight by, among other benefits, reducing manual efforts and related errors by automating labor intensive tasks and, in so doing, improving productivity through data driven decision making. Prior to these initiatives spearheaded by Mr. Pedreiro, our pricing systems and contract management were largely operated manually and thus subject to a greater degree of human error. We believe that these efforts combined with the success of our corporate restructuring initiatives positions us to better capture the intended benefits of the Transaction, combining a more efficient cost structure with greater financial flexibility.

In order to propel future growth and fully realize the expected benefits from the Transaction, we are focused on executing a number of expansion-oriented initiatives for organic growth, including, among others: (i) the development of new landfills, with five landfills in the pipeline, (ii) the roll-out of new landfill gas-to-energy facilities, (iii) commercial efforts to attract new C&I customers to our existing landfills, (iv) the development of new transfer stations to expand the coverage area of our existing waste disposal infrastructure and (v) the attainment of new municipal contracts through competitive bidding processes.

We believe that our existing operations provide a scalable platform to drive profitable growth through strategic acquisitions. In 2011, our successful acquisition of Cavo Serviços e Saneamento S.A. solidified our leadership position in the Brazilian market and, since then, we have successfully executed seven other acquisitions of collection and disposal operations. Due to our scale relative to our competitors, we intend to pursue a tuck-in acquisition strategy, with the objective of increasing revenues and broadening our capabilities driven by acquisitions with a relatively small average transaction size. We anticipate that we will be better equipped with the financial resources to more actively pursue acquisition opportunities as a result of the Transaction. We are currently engaged in active discussions with several potential M&A targets that we believe could be completed at accretive adjusted EBITDA multiples and if such transactions are consummated, we further believe they could contribute to significant incremental revenues and adjusted EBITDA.

Our Business Segments

We offer our clients a full range of waste-related and environmental services that comprise every step of the waste management chain, from waste collection to disposal and, ultimately, value recovery. Our activities are divided into four separate and distinct business segments: (i) Collection & Cleaning Services; (ii) Landfills; (iii) Oil & Gas and (iv) Value Recovery, each as described below.

Collection & Cleaning Segment

Our Collection & Cleaning segment includes, primarily, household collection, pursuant to exclusive contracts with 12 municipalities across six Brazilian states, accounting for 91.4% of our revenues from this segment, and, to a lesser extent, commercial and industrial, or C&I, waste collection for private sector customers. Our collection services are supported by a fleet of 983 vehicles (801 for municipal services and 182 for C&I services) as of June 30, 2017 (of which 868 were owned by us, and 115 were leased), consisting mostly of collection and transfer trucks. According to census data compiled by the Brazilian Institute of Geography and Statistics ( Instituto Brasileiro de Geografia e Estatística ), or IBGE, we estimate that we currently serve approximately 31 million residential clients through our collection and cleaning and landfill activities and 580 private clients through our collection and cleaning activities.

We provide exclusive waste collection services in some of the largest and most densely-populated urban areas in Brazil. In the state of São Paulo, we provide collection services in the cities of São Paulo, Ribeirão Preto, Taboão da Serra, Araraquara, Jaú, Américo Brasiliense and Sertãozinho, and elsewhere in Brazil, in the

cities of Curitiba in the state of Paraná, Maceió in the state Alagoas, Aracaju in the state of Sergipe, Aparecida de Goiânia in the state of Goiás and Salvador in the state of Bahia. Through SPE Soma, we operate the largest urban cleaning operation in Brazil for the city of São Paulo.

Our residential collection services are typically performed pursuant to exclusive medium-term contracts with municipal entities ranging in term from three to five years in initial duration with subsequent renewal periods. our municipal contracts typically set forth a price per weight for the residue to be collected or, less commonly, a fixed monthly fee established as part of the competitive bidding process, and always stipulate annual price adjustments tied to inflation. Our experience is that a high percentage of our contracts with municipalities in the Collection & Cleaning segment are renewed or extended at the end of the scheduled term. Since January 1, 2015, only two collection and cleaning contracts that were scheduled to expire were not renewed or extended. Those contracts represented less than 2% of our revenues during that year, and the revenue loss was offset by winning new collection and cleaning contracts with other municipalities.

For the six months ended June 30, 2017, 52.6% of the waste collected from our municipal collections contracts by volume was disposed in our landfills, while in 2016, this figure stood at approximately 49.2%.

Our contracts with our C&I customers are typically from one to three years in initial duration with subsequent renewal periods with pricing based on estimated weight and time required to service the account. The pricing model for our C&I customers differs from the process for public clients in that it does not involve a public bidding process. Instead, contracts are negotiated privately between us and our prospective customers. Once an initial inquiry is made, our pricing team analyzes several factors based on the scope and type of services to be provided, as well as margin and other financial requirements, in order to arrive at the specific pricing terms to be negotiated with the prospective C&I client.

Landfills

We own and operates the largest portfolio of landfills in Brazil, with 13 landfills for the final disposal of both hazardous (Class I) and non-hazardous (Classes IIA and IIB) waste. In addition, we are currently developing five additional landfill sites, which we expect will become operational between 2018 and 2020. Our landfills received approximately 5.9 million tons of waste in 2016, with a remaining licensed disposal capacity of more than 134 million cubic meters of waste as of June 30, 2017. As of June 30, 2017, 16.4% of the total volume of waste disposed in our landfills was internalized from our municipal collection operations and transfer stations.

The table below sets forth key operating data with respect to each of our landfill sites, including their respective area, processing capacity and remaining licensed capacity.

to these amounts, as of June 30, 2017, we had additional capacity of 24.2 million cubic meters for which licenses had not been obtained (13.3 million corresponding to unlicensed capacity at our Paulínia landfill, 9.6 million corresponding to unlicensed capacity at our Curitba landfill, 1.2 million correspond to unlicensed capacity at our Itapevi landfill and 76,000 corresponding to unlicensed capacity at our Jardinópolis landfill).

Landfills remain the cheapest waste disposal technology and the primary way of disposing of waste in Brazil, receiving approximately 53.0% of the urban solid waste collected in 2016, according to ABRELPE.

Our main customers in this segment are municipalities (accounting for 44.0% of our net revenues from this segment for the six months ended June 30, 2017) private and public collection companies (accounting for 28.4% of our net revenues from this segment for the six months ended June 30, 2017), and large C&I waste generators (accounting for 27.6% of our net revenues from this segment for the six months ended June 30, 2017). Our landfills generate revenue from disposal and tipping fees based on the type and weight or volume of waste being disposed, with price per ton established pursuant to short and medium term contracts typically with an initial duration of one to three years, subject to renewal, and built-in annual inflation adjustments.

Our landfill disposal services are a complement to our Collection & Cleaning segment, allowing for valuable cross-selling opportunities across our existing customer base. While we derive significant revenues in our Landfills segment from customers for whom we also provides collection and cleaning services, many of our customers in this segment are independent.

Our landfill operations are supported by a network of five transfer stations that serve to enhance the operational reach of our disposal network and increase the volume of revenue-generating disposal.

Oil & Gas

Our Oil & Gas segment provides on-site and off-site biological remediation of contaminated soil, primarily to one main client, Petrobras, that contracts us on a spot basis to clean sites that have been contaminated with oil and/or other pollutants.

Value Recovery

Through our Value Recovery segment, we opportunistically develop processes to convert and recycle collected waste into usable and efficient forms of energy, which, in many cases, can be sold to third parties. We also have the capabilities for traditional recycling activities, including with respect to complex electronic devices. Our activities in our Value Recovery segment can be divided into four sub-segments: (i) landfill gas-to-energy, (ii) co-processing & blending, (iii) reverse manufacturing and waste recycling and (iv) carbon credit.

As of June 30, 2017, we operated two landfill gas-to-energy generation facilities at our Curitiba and Guatapará landfills, with a total installed capacity of approximately 14MW and energy generation and sale of 36,290 MWh in the six months ended June 30, 2017 and 49,081 MWh, 38,811 MWh and 16,978 MWh in the years 2016, 2015 and 2014, respectively. In addition, we have received approval for the required permits to develop new gas-to-energy generation facilities at our Paulínia, Tremembé, Maceió, Piratininga and Aracaju landfills, which together comprise a total potential capacity of 46MW. We also have the potential for the expansion of our existing gas-to-energy generation facilities, as well as for the construction of new gas-to-energy generation projects, which expansion portfolio would comprise a total of 19MW in new energy generation capacity, potentially leading to a total aggregate capacity across all of our gas-to-energy generation facilities of 80MW over the coming years. Energy generated from landfill gas is considered a renewable resource and is therefore eligible for certain tax benefits. We sell approximately 80% of the energy generated from our biogas generation operations in the free market pursuant to power purchase agreements usually on three-year terms, with the remaining 20% sold on the spot market to benefit from the more volatile Brazilian energy market.

We also operate two co-processing facilities, one in Sorocaba, São Paulo and another in Balsa Nova, Paraná, where various types of industrial waste are treated and processed into a form of fuel used by cement plants in their industrial ovens. In addition, we operate one waste recycling facility at our Paulínia landfill with capacity to process approximately 40 thousand tons of waste per year, with contracted expansion plans to handle up to 500 tons of waste per day, as well as one facility for the reverse manufacturing of electronic devices and one mechanized recycling system for the processing of construction materials. Finally, we generate carbon credits by processing the methane naturally occurring from our landfill operations, and has been selling those carbon credits since 2006.

We are continuously looking to invest in businesses and technologies that offer ancillary or supplementary services or solutions to our current operations and have contracted the construction of a material recovery facility, or MRF, with capacity to handle 500 tons of MSW per day. This facility will operate in the Paulinia landfill and is expected to enter operation in the first half of 2018. We believe opportunities are abound in Brazil for the commercialization of landfill gas and recovered recyclable materials. In the future, we may also expand our landfill gas operations to include the distribution of landfill gas as a direct substitute for fossil fuels in industrial processes, or the processing of landfill gas into natural gas for sale as vehicle fuel or to natural gas suppliers.

Industry

We believe that the considerable size of the waste management market in Brazil, coupled with a favorable regulatory environment and the steadily increasing penetration rate of private waste collection and disposal services, present us with significant growth potential.

Brazil generated around 78.0 million tons of MSW in 2016, a 2.0% decrease as compared to 2015, according to ABRELPE data, while population growth during the same period was 0.8% according to IBGE. The majority (75.0%) of this waste originated from two main regions in Brazil: the Southeast and Northeast. In 2016, approximately R$24.5 billion was spent by municipal departments in Brazil on urban cleaning and MSW collection and disposal, according to ABRELPE data. In 2016, it is estimated that approximately 41.6% of MSW collected was not properly disposed, and approximately 7.0 million tons of waste volume remained uncollected according to ABRELPE data. The graphic below presents key metrics with respect the Brazilian waste management industry for the periods indicated:

Over the past decade, economic growth in Brazil has lifted millions out of poverty and into the middle class, boosting overall as well as per capita generation and collection volumes. While Brazil experienced decelerated GDP growth starting in 2014, prior to such stagnation and eventual recession, there was a strong correlation between growth in GDP and increases in waste generation and collection. For example, in 2010, when GDP growth was 7.5%, collection growth was 8.0% year-over-year compared to generation growth of 6.9% year-over-year. Even with negative GDP growth in 2015, MSW generation and collection grew on both absolute terms and on a per capita basis. However, in 2016, MSW generation and collection followed the negative GDP growth and, as a result, decreased in absolute terms and on a per capita basis. Therefore, as the Brazilian economy demonstrates signs of recovery and predicted return to GDP growth according to Brazilian Central Bank estimates, we believe there will be a corresponding increase in waste generation that we are well-positioned to capitalize on.

In 2016, approximately 70% of urban cleaning, collection and disposal services were performed by private companies, while 30% was performed by municipal departments, demonstrating the relevance of private companies in terms of the waste management chain in Brazil in recent years.

The significant increases in the penetration of waste collection services and proper methods of disposal in Brazil in the past several years have been in large part driven by Brazil’s recent commitment to more environmental sound waste management practices, as demonstrated by the enactment of Brazil’s National Solid Waste Policy legislation in 2010. The policy banned uncontrolled waste disposal practices nationwide, and since

its enactment has increased the overall volume of waste that was adequately disposed. As its implementation continues to gradually go into full effect through 2018-2021, Brazil’s National Solid Waste Policy is expected to continue to result in increased volumes of proper MSW handling and disposal as municipalities work towards compliance prior to the applicable deadline.

Despite significant strides, we believe Brazil’s waste management sector is still very much in its growth stages similar to the growth stages of the American waste management sector (corresponding roughly to the period from 1980 to 2013), where nominal growth in landfill tipping fees increased by a 2.8% compound annual growth rate from 1980 to 2013.

While the Brazilian waste management industry is highly fragmented, there are several prominent players that engage in all aspects of the value chain, with our company being the largest, according to our internal analysis based on ABRELPE data. Competition in the waste management industry is mainly driven by a few large companies, which are typically affiliates of large construction companies, and several smaller and regionally-based companies, which based on our assessment consist mainly of family-owned companies that lack the scale, technology and skilled management of the few larger players. We also compete with municipalities that maintain waste collection or disposal operations, which may have financial advantages due to the availability of tax revenue and tax-exempt financing, but which do not provide waste management services outside the borders of their own municipality.

We perceive significant downstream opportunities in the Brazilian waste management sector across the value chain, especially as this industry continues to advance and develop. Initiatives such as biogas-to-energy, co-processing, remediation services and recycling are mostly at an emerging stage in Brazil, and could be attractive ventures for Brazilian waste management companies as new technologies become available and political actors, environmental organizations and the general public continue to place emphasis on environmental issues. For example, as waste-to-energy technology becomes more efficient and cost effective in Brazil, new opportunities are being presented to Brazilian waste management players to enter into the power generation business, especially through the use of landfill gas.

Competitive Strengths

We believe that we are well-positioned as a leading provider of waste management solutions in Brazil, and believes our main competitive strengths include:

Leading player in Brazilian waste management industry

We are the largest waste management company in Latin America in terms of disposal capacity, collection volume and market share, providing collection, transfer, recycling and disposal services to more than 5,400 public and private customers as of June 30, 2017. The Brazilian waste management industry is highly fragmented, and we are the most significant player in terms of market share, with 8.0% of the market in 2016 and the top five largest players collectively accounting for only 28.0%, according to ABRELPE data in conjunction with our internal studies. We boast the largest portfolio of landfills in Brazil, which we view as key to further solidifying our market leadership. We operate 13 landfills strategically located throughout Brazil, and also owns the land on which we intend to develop five additional landfills, which could become operational as early as in 2018. The Brazilian waste management industry includes a total of approximately 226 companies, only five of which can be deemed large companies, and the remainder of which we believe are companies that lack the scale, technology and skilled management that we possess. Accordingly, we believe that most players in this industry would generally face difficulty in replicating our success, particularly in the landfill business due to the stringent licensing process to operate a landfill in Brazil (typically spanning three to five years) and substantial upfront capital requirements. Waste collection services and landfill operations are protected by high barriers to entry due in part to rigorous legislative, regulatory and licensing requirements, favoring large and experienced players like ourselves. As a result of our large scale and expertise, we believe that we are uniquely positioned to meet underserved needs and take advantage of attractive growth opportunities.

Vertically integrated operations

We offers a full range of waste management solutions to our customers and strive to serve as a single-source provider for our customers’ waste management needs, from the point of collection to the point of disposal, extracting value at every stage. For the six months ended June 30, 2017, 52.6% of the waste collected

from our municipal collections contracts by volume was disposed in our landfills. Our vertically integrated operations provide meaningful cost advantages, allowing us to capture the incremental disposal margins that otherwise would be paid to a third party in connection with our collection business. The disposal and tipping fees that we receive for use of our landfills from our collections customers as well as from other third-party collection service providers afford a predictable revenue stream, positively impacting cash flow generation and Adjusted EBITDA margins. By reducing costs and consolidating waste management operations in a single provider, We are able to more effectively compete for new business. This cost advantage is particularly valuable in relation to municipal contracts, as the outcome of the competitive bidding process is largely dictated by price. Our vertically integrated operations position us favorably to capitalize on inorganic growth opportunities, as our waste management infrastructure provides the flexibility to easily and efficiently integrate transfer stations or smaller-sized collections operations and quickly realize economies of scale and synergies therefrom.

Strategically located network of landfills

Our disposal network is comprised of state-of-the-art facilities strategically located in high-growth and underserved locations throughout Brazil, providing us with a strong, national and scalable operating platform. In particular, our landfills serve some of the largest and fastest-growing markets in Brazil, thereby well-positioning us to capitalize on future growth opportunities associated with low supply of waste management services and increasing demand for such services, particularly in the Northeast and Center-West regions of Brazil. As of June 30, 2017, we operated three landfills in the Northeast regions of Brazil, in Maceió in the state of Alagoas, Aracaju in the state of Sergipe and Feira de Santana in the state of Bahia, most of which have the potential for expanded disposal capacity. We are also currently developing additional landfill projects in high-growth regions, which we expect will be operational in early 2018. Our strategic disposal-focused business model enables us to explore upstream and downstream opportunities such as landfill gas-to-energy and recycling on our existing properties. We are focused on executing a number of strategic initiatives aimed at taking advantage of these and other future growth opportunities, while simultaneously pursuing a tuck-in acquisition strategy of assets to enhance the reach of our disposal network with the objective of increasing revenues and broadening our capabilities to accelerate growth.

Strong and disciplined leadership team with results-oriented culture

We are led by an execution-focused management team with a strong reputation among customers and peers in the Brazilian market for technical expertise and innovation. Our current CEO, Sergio Pedreiro, was appointed in 2015, and under his leadership we have devoted significant efforts to improve our governance structure, operational efficiencies and streamlining our operations. As a result of Mr. Pedreiro’s leadership, we now benefit from a highly disciplined approach to cost and cash management, with a focus on efficiency borne out of a results-oriented culture driven to deliver in the face of challenging goals. We believe that our focus on operational efficiency has served to streamline our operations, positioning us better to identify and quickly act on opportunities for profitable growth. Our management model is based on meritocracy, with multi-year projects coupled with short-term goals and a compensation policy adopting below-market fixed salaries with above-market variable compensation goals, which we believe closely aligns shareholders’ and management’s interests and encourages a spirit of entrepreneurship. Since 2014, our senior management team has developed and implemented a multi-tiered operational and financial restructuring plan, with the effect of substantially improving our operating margins. We believe that the success of our corporate restructuring initiatives position us to better capture the intended benefits of the Transaction, combining a more efficient cost structure with greater financial flexibility. Furthermore, we also rely on the expertise of BTG Pactual, the largest independent investment bank in Brazil, whose stewardship since 2011 has served to professionalize our operations and propel growth. We believe the experience and commitment of our management team has been a critical component in achieving our market leadership.

Strong Compliance Orientation

Our management is highly focused on compliance with legal and ethical business practices and requirements, and has since 2015 implemented comprehensive measures and procedures to assure such compliance, including the introduction of key performance indicators tied directly to compliance metrics as a factor in the compensation of senior executives, and created and maintained a culture of compliance. We believe that in this area we are advanced relative to other companies in our sector and in Brazil, and that this can be a

material competitive advantage for us in the future. In light of the recent focus in Brazil and globally on the prevention of corrupt practices and the enforcement of anticorruption regulations and measures, we believe that an increasing number of our customers, in particular municipalities and other public sector customers, will closely diligence their commercial partners and require a commitment to compliance, evidenced by a strong compliance program and a track record of ethical behavior. We believe that our dedication to and the promotion and enforcement of ethical values will, therefore, not only protect our brand by generating a culture of compliance, meritocracy and efficiency, but ultimately also be a material competitive advantage. See the section entitled “ Business—Code of Ethics and Anti-Corruption Policy .”

State-of-the art information technology infrastructure outpacing competitors and driving operational excellence

We are known nationally as a pioneer in the Brazilian waste management industry, with a focus on creating a culture of innovation. Considering the fragmented nature of the Brazilian waste management industry with the participation of many small players lacking financial resources and scale, we believe that the sophistication of our management information systems and IT infrastructure distinguishes us from our peers and allow us to compete more efficiently for new business. We have made significant investments in our information technology platform in recent years, enabling us to extract strategic, tactical and operational gains. Starting in 2016, we completely transformed our information technology infrastructure, including migration to SAP operating systems and Oracle pricing platforms. The effects of the information technology revamp have been manifold, including greater agility in the decision-making process, improved communications with customers and suppliers leading to cost reductions and the strengthening of our compliance mechanisms and internal controls. We believe that our improved information technology infrastructure will provide us with a more robust and flexible platform to capitalize on tuck-in acquisition opportunities and more seamlessly integrate acquired assets into our network. Given that the Brazilian waste management industry is characterized by increasing technological innovation, we believe that our recent investment in technology infrastructure permits us to better respond to shifts in the evolving technological environment and capitalize on opportunities accordingly.

Strategies

We intend to adopt the following strategies to increase growth and value for our shareholders:

Further development of landfill and collections operations

We intend to pursue a multifaceted growth strategy, seeking to enhance the reach and improve the efficiency of our current waste disposal network and, in parallel, capture new municipal and C&I customers and expand to new geographies with the goal of replicating our collections and disposal model in underpenetrated high-growth regions. To support this strategy in relation to our existing infrastructure, we seek to capitalize on incremental growth initiatives and efficiency gains with a focus on further internalization, volume expansion and value recovery. We believe that our current operations in high-growth markets support our expansion plans, particularly given the significant potential demand from unserved clients within the capacity reach of our current network. In addition, we intend to focus marketing efforts to attract new C&I clients, thereby extracting further value from the infrastructure already in place to serve our municipal customers. Simultaneously, we intend to opportunistically enter into new markets and, to do so, will devote significant resources to securing additional municipal contracts. We believe that the municipalities surrounding the areas where we are developing new landfills could offer significant cross-selling opportunities for our Collections & Cleaning business segment.

Maximize organic growth opportunities through the expansion of our landfill network

We are focused on organic expansion through the development of new landfills, with a strong pipeline of five new landfills expected to become operational over the course of the next one to four years. These five greenfield project have a combined potential processing capacity of over 6,500 tons of waste daily, adding significant value to our existing landfill infrastructure. We also intend to construct five new transfer stations by on dates ranging from 2018 through 2020 to enhance the reach of our existing landfills. We perceive the Brazilian waste management industry following in the direction of the United States market with a strong landfill-disposal focus due in part to the availability of land in Brazil at a low cost as well as the fact that landfills are the most cost-effective disposal solution compared to other proper waste disposal solutions. Accordingly, we view the expansion of our landfill network as a critical component of profitable growth. Like in

the collections business, landfill tipping fees are generally linked to inflation indexes. Landfill operations also present a host of opportunities in terms of value recovery whereby the waste disposed at our landfills becomes a strategic renewable resource for material and energy recovery. In this way, our landfills are the nucleus of our fast-growing value recovery operations, as waste to energy and recycling activities provide increasingly important complementary income.

Pursue a disciplined acquisition strategy

We believe that our existing operations provide a scalable platform to drive profitable growth through strategic acquisitions. The Brazilian waste management industry is highly fragmented, with over 200 waste management companies in Brazil, many of which are not professionally managed, confront financial distress in a challenging macroeconomic environment, lack scale and do not have sufficient access to technology to continue independently. We believe such environment presents significant consolidation opportunities, with significant potential to realize synergies at accretive acquisition multiples. As the largest player in the Brazilian waste management market in terms of market share with a successful track record in identifying acquisition opportunities, executing deals and consolidating operations, we see ourselves as the natural consolidator of Brazil’s waste management industry. As a result of the Transaction, we believe we will have the financial resources, as well as the liquidity for our shares, to more aggressively pursue our acquisition strategy and more effectively bid for attractive assets in competing against companies that lack our resources.

We intend to expand the scope of our operations by acquiring solid waste management companies and disposal facilities in new markets and in existing or adjacent markets that may be combined with, or tucked into, our existing operations. We intend to focus our acquisition strategy on markets that we believe provides significant growth opportunities. This focus typically highlights markets in which we can: (i) provide vertically integrated collection and disposal services; or (ii) provide waste collection services under exclusive arrangements. We believe that our experienced management team, decentralized operating strategy and scale make us an attractive buyer to waste collection and disposal acquisition candidates.

We have already identified various potential acquisition targets and is in preliminary discussions with several of these companies. If these transactions are successfully consummated, We believe these acquisitions could add significant incremental revenues and Adjusted EBITDA. See “—Recent Developments.”

Development of new products and services with high margins

We intend to invest time and resources in the development of innovative solutions to extract further value from our waste management chain. To that end, we seek to harness the revenue-generating potential of new technologies, with a focus on innovation through our Value Recovery segment. To this end, we are developing new gas-to-energy facilities at our landfills, having already obtained licensing for more than 46MW of landfill gas-to-energy capacity. We also have the potential for the expansion of our existing gas-to-energy generation facilities, as well as for the construction of new gas-to-energy generation projects, which expansion portfolio would comprise a total of 19MW in new energy generation capacity, potentially leading to a total aggregate capacity across all of our gas-to-energy generation facilities of 80MW over the coming years. In the future, we may also expand our landfill gas operations to include other forms of natural gas and gas-to-energy capabilities so as to further monetize this resource and increase our margins. We also intend to remain focused on the further development of our refuse-derived fuel (RDF) facility, with the expectation of developing a market in Brazil for the sale of high calorific power RDF. In addition, we seek to generate additional revenue and improve margins through exploration of more traditional recycling business activities, including through resource recovery programs and the development of recycling facilities. We are also exploring options for leachate treatment on-site at our landfills to reduce costs and improve efficiency.

Focus on streamlining operations

Following a period of rapid expansion and growth through organic business generation as well as acquisitions between 2011 and 2013, in 2014, our management began recalibrating our strategic focus toward streamlining our business. This restructuring effort over the past several years has yielded several tangible benefits, including, among others, improvements to our operating margins, increased efficiency in pricing and in the collection of accounts receivables and generally greater agility in the decision-making processes. We intend to continue these efficiency-aimed initiatives, with the objective of increasing operating margins and cash flow and

driving higher return on invested capital. In furtherance of this goal, we intend to maintain our focus on pricing controls to drive profitability, while simultaneously remaining committed to financial discipline. To this end, we will remain focused on initiatives designed to reduce costs and improve our capital structure, including, among others, sales productivity, pricing effectiveness, employee productivity, route optimization, maintenance efficiency and effective purchasing.

Recent Developments

New Acquisitions

In October 2017, we entered into three independent memorandums of understanding to acquire three waste management companies in Brazil. All three transactions are expected to be completed in 2018; however, there is no guarantee that the transactions will close according to these timing expectations, or at all. In the aggregate, the three companies expected to be acquired operate 229 collection vehicles and one landfill asset, servicing 97 clients, and, based on our diligence process at this juncture, are expected to have combined annual revenues of R$213 million in 2017. Relying on these estimates and assuming consummation of all three transactions and successful integration of the assets, we estimate, based on currently available information and diligence to date, that these assets would have contributed an increase of up to 15.0% in revenues in 2017 had these transactions occurred at the beginning of 2017. However, actual results may differ from these estimates. Therefore, while these transactions are not expected to materially impact our results, we believe that the acquisitions are demonstrative of our ability to identify and act on tuck-in acquisition opportunities and put ourselves in a better position to expand in the future in three distinct, strategically-important geographic areas. The three transactions are independent of each other, are with unrelated sellers and are not conditioned on each other. The terms of these potential acquisitions are still being negotiated, including their respective purchase price. In the event these acquisitions are completed, we expect that the purchase price for each of these acquisitions will be paid in installments over a number of years and will be funded with cash generated from our operating activities in the ordinary course of business.

Pre-Closing Restructuring and The Merger

On December 21, 2017, immediately prior to the Merger, we completed our Pre-Closing Restructuring, pursuant to which the holders of the Company’s common shares (other than Angra) contributed their common shares in our company to us in exchange for an aggregate of 27,001,886 of our ordinary shares. In addition, 1,983,000 of our ordinary shares were issued to the Employee Compensation Entity immediately prior to the closing of the Merger.

As a result of our Pre-Closing Restructuring and the Merger, the Company and Estre USA became our partially-owned subsidiaries, and the former public security holders of Estre USA became our shareholders.

On December 21, 2017, we completed the Merger pursuant to which Merger Sub merged with and into Estre USA.

Commencing 12 months following the consummation of the Merger, the holders of shares of Estre USA Class B Common Stock will be entitled to exchange their Estre USA Class B Common Stock for our ordinary shares (on a share-for-share basis) and, upon such exchange, an equal number of Class B Shares held by the exchanging shareholder will be automatically surrendered to us for no consideration. As a result of the Merger, each Estre USA outstanding warrants ceased to represent a right to acquire shares of Estre USA Class A Common Stock and instead represent the right to acquire the same number of our ordinary shares, at the same exercise price and on the same terms as in effect immediately prior to the closing of the Merger.

We began trading our ordinary shares and warrants on December 22, 2017, on the NASDAQ, under the symbols “ESTR” and “ESTRW,” respectively.

PIPE Investment

On December 21, 2017, we issued 12,865,000 of our ordinary shares to certain institutional investors unaffiliated with us pursuant to a private investment in public equity, which we refer to as the PIPE Investment, for an aggregate purchase price of approximately US$128.7 million at a price of US$10.00 per ordinary share. The ordinary shares purchased pursuant to the PIPE Investment were identical to the ordinary shares we issued to Estre USA’s former stockholders and the Company’s former shareholders in the Transaction. The purchasers in

the PIPE Investment also received an additional 2,573,000 ordinary shares and 3,748,600 warrants to purchase ordinary shares at US$11.50 per share issued as further consideration to investors participating in the PIPE Investment. For more information on the PIPE Investment, see “ Description of Share Capital—PIPE Investment Registration Rights ” and “Shares Eligible for Future Sale— PIPE Investment Registration Rights ”.

Debt Restructuring

In connection with the Merger and the PIPE Investment, we received a total US$139.9 million cash investment, comprising US$11.2 million from existing shareholders of Estre USA that did not redeem their public shares in connection with the Merger, and US$128.7 million from the proceeds of the sale of our ordinary shares to PIPE Investors.

On December 26, 2017, we completed our Debt Restructuring, pursuant to which we used an amount of US$110.6 million from the total cash investments received by us to partially prepay certain of our existing debentures and related debt acknowledgment instrument, each denominated in Brazilian reais , coupled with a partial debt writedown and the refinancing of the balance of our existing debentures and related debt acknowledgment instrument through the amendment and restatement of the terms of such debt instruments with new terms.

For more information on our indebtedness, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness—Debentures—Debt Restructuring and Refinanced Debt ”.

Asset Divestments

In connection with the Transaction, on December 21, 2017, we entered into three definitive agreements for the transfer of our equity interests in Loga, Attend and Terrestre to a vehicle controlled by the Company’s former shareholders for a nominal fee. These agreements are subject to customary conditions precedent, such as regulatory approvals and other third-party consents. Subject to the fulfillment of applicable conditions precedent, we expect the transfer of our interests in Loga, Attend and Terrestre to the Company’s former shareholders to be completed around March 2018.

Tax Assessments

On December 16, 2017, Cavo received an official tax assessment notice from the Brazilian Federal Revenue Service (“ BFRS ”) in the amount of R$90.6 million concerning transactions with a number of specified suppliers in relation to payments made in 2012.

On December 26, 2017, Estre received two official tax assessment notices from the BFRS in the aggregate amount of R$121.8 million concerning transactions with a number of specified suppliers in relation to payments made from 2012 to 2015.

For more information on our tax assessments, see “ Business—Legal and Administrative Proceedings and Investigations—Tax assessments and tax infringement notices relating to certain supplier relationships ”.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from specified disclosure and other requirements that are otherwise generally applicable to public companies. These exemptions include:

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fiscal year in which we have more than US$1.0 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least US$700 million of equity securities held by non-affiliates; (iii) the issuance, in any three-year period, by our company of more than US$1.0 billion in non-convertible debt securities; or (iv) the last day of the fiscal year ending after the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

We are also considered a “foreign private issuer” and will report under the Exchange Act, as a non-U.S. company with foreign private issuer status. This means that, even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our issued and outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.

We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from our competitors that are public companies, or other public companies in which you have made an investment.

Corporate Information

We are a Cayman Islands entity incorporated as an exempted company on September 11, 2017, and subsequently became a public company upon the consummation of the Transaction. Our registered office is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Our principal executive office is located at Avenida Presidente Juscelino Kubitschek, 1830, Tower I, third floor, Vila Nova Conceição, São Paulo, SP 04543-900, Brazil, and our telephone number at this office is (+55) 11 3709-2300. Our principal website address is www.estreambiental.com.br. We do not incorporate the information contained on, or accessible through, our websites into this prospectus, and you should not consider it a part of this prospectus. Our agent for service of process in the United States is Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware 19715.

SUMMARY OF THE OFFERING

The summary below describes the principal terms of this offering. The “Description of Share Capital” section of this prospectus contains a more detailed description of our ordinary shares.

The warramts are exercisable on a one-for-one basis for ordinary shares. Each warrant is currently exercisable for one ordinary share at a price of US$11.50 per ordinary share, which exercise price is payable to the Registrant.

proceeds from any exercise of the public warrants to amortize our indebtedness, and the remainder of such proceeds for general corporate purposes.

The selling shareholders will receive all of the proceeds from the sale of any ordinary shares sold by them pursuant to this prospectus. We will not receive any proceeds from these sales. See “Use of Proceeds” in this prospectus.

For the six months ended June 30, 2016: