Kramer Levin Represents Aldabra 2 Acquisition Corp. in its $1.625 Billion Acquisition of Paper and Packaging Assets from Boise Cascade; Deal Makes Top 5 Corporate Counsel Alert's Top 10 Deals for September

Aldabra 2 Acquisition Corp.("Aldabra") today announced that it has entered into a Purchase and Sale Agreement with Boise Cascade, L.L.C ("Boise Cascade"), a Madison Dearborn Partners, L.L.C. ("Madison Dearborn") portfolio company, to acquire 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 the Wood Products and Building Materials Distribution businesses.

At closing, Aldabra will be renamed Boise Paper Company ("BPC"). The Combined Paper Businesses, for the twelve months ended June 30, 2007 (defined as "LTM"), generated $2.28 billion in revenues and $231.7 million in Adjusted EBITDA.(1) The Paper Business is currently the number three manufacturer of uncoated free sheet paper in North America with LTM segment revenues of approximately $1.54 billion. The Packaging Business is a leading supplier of corrugated sheets, boxes, and newsprint in North America with LTM segment revenues of approximately $784 million. Segment revenue as presented excludes corporate segment revenue and does not give effect to inter-segment eliminations.

Aldabra will acquire the Combined Paper Businesses for approximately $1.625 billion (approximately 7.0 x LTM Adjusted EBITDA(1)), of which approximately $1.338 billion will be paid in cash (less $38 million in cash contributed by Boise Cascade to the Combined Paper Businesses at closing) and the balance in shares of Aldabra common stock.(2) The sources of funds for this transaction will consist of (i) approximately $392 million of net proceeds from Aldabra's trust (which takes into account deferred underwriting fees and expected interest income projected through closing, net of taxes), (ii) approximately $946 million in a new debt facility to be raised in conjunction with the transaction,(3) (iii) less $38 million in cash contributed by Boise Cascade, and (iv) approximately $325 million of new Aldabra shares that will be issued to Boise Cascade.

The number of shares of Aldabra common stock to be issued to Boise Cascade at closing will be calculated by dividing approximately $325 million by the average closing price per share of Aldabra common stock during the 20-day period ending three days prior to the closing of the transaction. The parties have agreed that for purposes of this calculation,the average closing price will not be higher than $10.00 or lower than $9.54. Assuming no conversion rights are exercised and an average closing price of $9.77 (the midpoint of the range), Boise Cascade would receive approximately 34.511 million shares of Aldabra common stock, representing 40.0% of BPC's shares post-closing.(4)

In connection with the transaction, Aldabra will seek to raise approximately $946 million of debt financing to fund, in part, the cash portion of the purchase price. This will result in net debt of $908 million (taking into account the $38 million of cash at the Combined Paper Businesses), resulting in a net debt/LTM Adjusted EBITDA multiple of approximately 3.9x, assuming no exercise of conversion rights by Aldabra shareholders. Boise Cascade will utilize a substantial portion of the cash proceeds it receives to repay debt existing at the Boise Cascade level.

The deal was noted in Corporate Counsel Alert's Top Ten Deals list as one of the top five deals for September 2007.

The Kramer Levin team that represented Aldabra included Philip Weingold, Thomas Balliett, Peter Smith, Chatchada Chiamprasert, Chris Auguste, David Levine, Debbie Lee, Becky Porath, Jay Godman, Michael Fein, Scott Schneider, Elizabeth Stein, Kevin Moss, Leslie Nguyen, Jean-Paul Ciardullo, Chuck Warren, Karen Mintzer, Kerri Folb, Blake Rigel, Melissa Blades, Alyssa Katz, Christine Lutgens, Avram Cahn, Mary Flaherty, Izabel McDonald.