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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material Pursuant to §240.14a-12

Aldabra 2 Acquisition Corp.
(Name of Registrant as Specified In Its Charter)

    
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o
 
No fee required.

ý
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies:

Not Applicable
    (2)   Aggregate number of securities to which transaction applies:

Not Applicable

 
 
(3)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

$1,675,170,000.00(1)

 
 
(4)
 
Proposed maximum aggregate value of transaction:

$1,675,170,000.00

 
 
(5)
 
Total fee paid:

$51,427.70(2)

ý
 
Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
        

 
 
(2)
 
Form, Schedule or Registration Statement No.:
        

 
 
(3)
 
Filing Party:
        

 
 
(4)
 
Date Filed:
        
(1)
Our estimate of the transaction value is based on the following estimated values, assuming that the deal closes in January 2008: cash and Aldabra stock of $1,625,000,000 plus (i) $38,000,000 (the cash and cash equivalents of Boise Packaging & Newsprint, L.L.C., Boise White Paper, L.L.C. and Boise Cascade Transportation Holdings Corp.); (ii) zero (a working capital adjustment of zero, calculated based on an assumption that the estimated net working capital of the paper and packaging and newsprint businesses equals $329,000,000; and (iii) $12,170,000 (a working capital adjustment of $12,170,000, calculated based on an assumption that the estimated net working capital for Aldabra 2 Acquisition Corp. and its subsidiaries is $392,180,800, which equals $12,170,000 less than $404,350,800).

(2)
This amount is $1,675,170,000 (the transaction value) multiplied by the SEC's fee of $30.70 per million (or 1,675,170,000 * 0.00003070).

GRAPHIC

ALDABRA 2 ACQUISITION CORP.
c/o TERRAPIN PARTNERS, LLC
540 MADISON AVENUE, 17TH FLOOR
NEW YORK, NY 10022

[                        ], 200[    ]

Dear Aldabra Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of Aldabra 2 Acquisition Corp. ("Aldabra") relating to the acquisition of Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp. (collectively, the "Paper Group") and other assets and liabilities related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and most of the headquarters operations of Boise Cascade, L.L.C. (the "Seller") (collectively, the business to be acquired from the Seller, "Boise Paper Products" or "BPP") through the acquisition of Boise Paper Holdings, L.L.C. The special meeting will be held at 10:00 a.m., Eastern Standard Time, on [                        ], 2008, at Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036.

        At the special meeting, you will be asked to consider and vote upon the following proposals:

1.
to adopt the Purchase and Sale Agreement, dated as of September 7, 2007, by and among the Seller, Boise Paper Holdings, L.L.C., the Paper Group, Aldabra and Aldabra Sub LLC, as amended by Amendment No. 1 to Purchase and Sale Agreement, dated October 18, 2007, by and among such persons (the "purchase agreement"), and to approve the transactions contemplated by the purchase agreement (the "Acquisition");

2.
to adopt a certificate of amendment to our existing amended and restated certificate of incorporation (our "charter") to increase the number of authorized shares of common stock from 100 million to 250 million (the "closing charter amendment");

3.
to adopt an amended and restated charter, immediately following the closing of the Acquisition, to, among other things, change our name to "Boise Paper Company," delete certain provisions that relate to us as a blank check company and create perpetual corporate existence (the "amended and restated charter");

4.
to elect nine members of the board of directors to serve on the Boise Paper Company board of directors from the completion of the Acquisition until their successors are duly elected and qualified;

5.
to adopt the 2008 Boise Paper Company Incentive and Performance Plan (the "Incentive Plan"); and

6.
to adopt an adjournment proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes at the time of the special meeting to adopt the Acquisition proposal, the closing charter amendment proposal, the amended and restated charter proposal and/or the Incentive Plan proposal (the "adjournment proposal").

        The adoption of the Acquisition proposal is conditioned upon the approval of the closing charter amendment proposal, the amended and restated charter proposal and the election of directors proposal but not the Incentive Plan proposal or the adjournment proposal. The adoption of each of the other proposals, other than the adjournment proposal, is conditioned upon the adoption of the Acquisition proposal.

        The board of directors of Aldabra has fixed the close of business on [                        ], 200[  ] as the record date (the "Record Date") for the determination of stockholders entitled to notice of, and to vote at, the special meeting and at any adjournments or postponements thereof.

        The affirmative vote of the holders of a majority of the shares of Aldabra's common stock that were issued in its initial public offering (the "IPO Shares"), voting in person or by proxy at the special meeting, is required to approve the Acquisition proposal, provided that holders of less than 40% of the IPO Shares vote against the Acquisition proposal and contemporaneously elect to exercise their conversion rights.

        Aldabra will deliver at closing cash and stock (and under certain conditions detailed below, a subordinated promissory note) equal to $1,625,000,000 plus or minus an incremental amount equal to the sum of (i) the Paper Group's cash and cash equivalents (expected to be $38,000,000), (ii) plus or minus the amount by which the estimated net working capital of the paper and packaging and newsprint businesses of the Seller is greater or less than $329,000,000 (as applicable), and (iii) plus the amount (if any) by which Aldabra's and its subsidiaries' estimated net working capital is less than $404,350,800 (the net amount derived from the foregoing, the "total purchase price"), in each case estimated as of 11:59 p.m. (Boise, Idaho time) on the day before the closing. Following the closing, these estimated amounts will be compared against the actual amounts with any subsequent adjustments payable through the issuance to the Seller of additional shares of Aldabra common stock or the return by the Seller and cancellation of shares of Aldabra common stock held by the Seller.

        At least $1,210,000,000 of the total purchase price must be paid in cash, plus the amount of fees and expenses paid directly by the Seller to lenders and/or agents providing the debt financing, minus other expenses specified in the purchase agreement (together, the "Minimum Cash Amount"). The actual cash portion of the total purchase price will equal the amount of Aldabra's cash at closing (including cash held in the trust fund but excluding any amounts paid upon the exercise of conversion rights by Aldabra stockholders), less transaction expenses plus the amount of the net proceeds from the debt financing, but will not in any event be less than the Minimum Cash Amount (the "Cash Portion").

        The balance of the total purchase price will be paid in Aldabra common stock, with the amount of Aldabra common stock issued to the Seller valued based upon an average per share closing price of Aldabra common stock for the 20 trading day period ending three trading days prior to closing (disregarding for this purpose in such period any day in which trading of Aldabra common stock was conducted by, or on behalf of, an officer or director of Aldabra or a family member or affiliate thereof) (the "Average Trading Price"). For purposes of calculating the number of shares that will be issued to the Seller, the Average Trading Price will not be higher than $10.00 per share or lower than $9.54 per share. Assuming an Average Trading Price of $9.77 (the midpoint of the range), no exercise of conversion rights, and based upon the other assumptions set forth in the unaudited pro forma financial statements, Aldabra will issue to the Seller 34,510,747 shares of Aldabra common stock. See "Unaudited Pro Forma Condensed Consolidated Financial Statements." The exact number of shares to be issued cannot be determined at this time, since the Average Trading Price, the cash and net working capital adjustments (which will affect the total purchase price), and the Cash Portion cannot be calculated at this time. The purchase agreement also provides that the Seller will not receive shares to the extent such receipt would cause it to hold in excess of 49% of Aldabra's common stock immediately following the closing of the Acquisition (excluding, for purposes of this calculation, Aldabra's outstanding warrants) and that, in lieu of receiving shares in excess of 49%, Aldabra will instead pay the Seller an amount equal to the value of such shares (valued at the Average Trading Price) through the issuance by Aldabra of a subordinated promissory note to the Seller.

        Assuming the Acquisition proposal is approved by Aldabra stockholders, the affirmative vote of the holders of a majority of the shares of Aldabra common stock outstanding as of the Record Date is required to approve the proposals to adopt the closing charter amendment and the amended and restated charter. The affirmative vote of a majority of the shares of Aldabra common stock represented in person or by proxy and entitled to vote at the special meeting is required to approve the Incentive Plan proposal and the adjournment proposal. The nine directors to be elected at the special meeting will be elected by a plurality of the votes cast by the stockholders present in person or by proxy and entitled to vote.

        Each Aldabra stockholder that holds IPO Shares has the right to vote against the Acquisition proposal and at the same time demand that Aldabra convert such stockholder's shares into an amount of cash equal to the pro rata portion of the trust account in which a substantial portion of the net proceeds of Aldabra's initial public offering, plus interest thereon, are deposited. Based upon the


foregoing and on the amount of cash held in the trust account, net of accrued taxes and expenses, as an illustration, as of November 1, 2007, without taking into account any interest earned or expenses incurred after such date, you would have been entitled to redeem each of the IPO Shares you held for approximately $9.71. If the Acquisition is not completed, then these IPO Shares will not be converted into cash. However, if the holders of 16,560,000 or more IPO Shares, representing approximately 40% or more of the total number of IPO Shares, exercise their conversion rights, then, in accordance with the terms of our charter and the documents governing the trust account, we will not consummate the Acquisition, and your shares will not be converted.

        Aldabra shares of common stock, warrants and units are quoted on the American Stock Exchange under the symbols "AII," "AII.WS" and "AII.U," respectively. On December 4, 2007, the closing price of Aldabra common stock, warrants and units was $9.57, $2.26 and $11.76, respectively.

        AFTER CAREFUL CONSIDERATION OF THE TERMS AND CONDITIONS OF THE ACQUISITION PROPOSAL, THE BOARD OF DIRECTORS OF ALDABRA BELIEVES THAT THE ACQUISITION PROPOSAL IS FAIR TO, AND IN THE BEST INTERESTS OF, ALDABRA AND ITS STOCKHOLDERS AND THAT THE FAIR MARKET VALUE OF BPP IS AT LEAST EQUAL TO 80% OF THE NET ASSETS OF ALDABRA. AFTER CAREFUL CONSIDERATION OF THE TERMS AND CONDITIONS OF ALL OF THE PROPOSALS, THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED ALL OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS.

        The accompanying proxy statement provides detailed information concerning the proposals and additional information, including, without limitation, the information set forth under the heading "Risk Factors," all of which you are urged to read carefully. It is important that your Aldabra common stock be represented at the special meeting, regardless of the number of shares you hold. Therefore, please vote your shares as soon as possible, whether or not you plan to attend the special meeting. Voting your shares prior to the special meeting will not prevent you from voting your shares in person if you subsequently choose to attend the special meeting.

  Sincerely,

 
 
Nathan D. Leight
Chairman of the Board

        YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE PROMPTLY VOTE YOUR SHARES AND SUBMIT YOUR PROXY BY TELEPHONE OR BY INTERNET, OR BY COMPLETING, SIGNING, DATING AND RETURNING YOUR PROXY FORM IN THE ENCLOSED ENVELOPE. IF YOU RETURN A PROXY WITH YOUR SIGNATURE BUT WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS.

        ALDABRA MAINTAINS A WEBSITE AT WWW.ALDABRACORP2.COM. THE CONTENTS OF THAT WEBSITE ARE NOT PART OF THIS PROXY STATEMENT.

        SEE "RISK FACTORS" FOR A DISCUSSION OF VARIOUS FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH THE PROPOSED ACQUISITION SINCE, UPON THE CONSUMMATION OF THE ACQUISITION, THE OPERATIONS AND ASSETS OF BOISE PAPER PRODUCTS WILL ESSENTIALLY CONSTITUTE ALL OF THE OPERATIONS AND ASSETS OF ALDABRA.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE ACQUISITION, PASSED UPON THE MERITS OR FAIRNESS OF THE ACQUISITION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

        This proxy statement is dated [                             ], 200[    ] and is first being mailed to Aldabra stockholders on or about [                       ], 200[    ].

Notice of Special Meeting of Stockholders

ALDABRA 2 ACQUISITION CORP.
c/o Terrapin Partners, LLC
540 Madison Avenue, 17th Floor
New York, New York 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [                             ], 2008

        You are cordially invited to attend a special meeting of the stockholders of Aldabra 2 Acquisition Corp. ("Aldabra") relating to the acquisition of Boise White Paper, L.L.C., Boise Packaging & Newsprint, L.L.C., Boise Cascade Transportation Holdings Corp. (collectively, the "Paper Group") and other assets and liabilities related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and most of the headquarters operations of Boise Cascade, L.L.C. (the "Seller") (collectively, the business to be acquired from the Seller, "Boise Paper Products" or "BPP") through the acquisition of Boise Paper Holdings, L.L.C. The special meeting will be held at 10:00 a.m., Eastern Standard Time, on [                        ], 2008, at Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036 for the following purposes:

1.
to adopt the Purchase and Sale Agreement, dated as of September 7, 2007, by and among the Seller, Boise Paper Holdings, L.L.C., the Paper Group, Aldabra and Aldabra Sub LLC, as amended by Amendment No. 1 to Purchase and Sale Agreement, dated October 18, 2007, by and among such persons (the "purchase agreement"), and to approve the transactions contemplated by the purchase agreement (the "Acquisition");

2.
to adopt a certificate of amendment to our existing amended and restated certificate of incorporation (our "charter") to increase the number of authorized shares of common stock from 100 million to 250 million (the "closing charter amendment");

3.
to adopt an amended and restated charter, immediately following the closing of the Acquisition, to, among other things, change our name to "Boise Paper Company," delete certain provisions that relate to us as a blank check company and create perpetual corporate existence (the "amended and restated charter");

4.
to elect nine members of the board of directors to serve on the Boise Paper Company board of directors from the completion of the Acquisition until their successors are duly elected and qualified;

5.
to adopt the 2008 Boise Paper Company Incentive and Performance Plan (the "Incentive Plan"); and

6.
to adopt an adjournment proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes at the time of the special meeting to adopt the Acquisition proposal, the closing charter amendment proposal, the amended and restated charter proposal and/or the Incentive Plan proposal (the "adjournment proposal").

        The adoption of the Acquisition proposal is conditioned upon the approval of the closing charter amendment proposal, the amended and restated charter proposal and the election of directors proposal but not the Incentive Plan proposal or the adjournment proposal. The adoption of each of the other proposals, other than the adjournment proposal, is conditioned upon the adoption of the Acquisition proposal.

        The board of directors of Aldabra fixed the close of business on [                        ], 200[  ] (the "Record Date"), as the date for which Aldabra stockholders are entitled to receive notice of, and to


vote at, the special meeting. Only the holders of record of Aldabra common stock on the Record Date are entitled to have their votes counted at the special meeting and any adjournments or postponements of it.

        On the Record Date, there were 51,750,000 outstanding shares of Aldabra common stock, of which 41,400,000 were issued to the public in Aldabra's initial public offering (the "IPO") (such shares, the "IPO Shares") and 10,350,000 were issued prior to its IPO to its initial stockholders, each of which is entitled to one vote per share at the special meeting. The holders of the shares issued prior to Aldabra's IPO, which are referred to as the "Private Shares," are held by its directors and executive officers and certain of their affiliates, each of whom has agreed to vote all of his shares with respect to the Acquisition proposal only in accordance with the majority of the votes cast by the holders of the IPO Shares. If holders of a majority of the IPO Shares voting in person or by proxy at the special meeting vote against, or abstain with respect to, the Acquisition proposal, such proposal will not be approved.

        Your vote is important. Please vote as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record of Aldabra common stock on the Record Date, you may cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares. Abstentions will have the same effect as voting against the Acquisition proposal, the incentive plan proposal and the adjournment proposal, but broker non-votes will have no effect on these proposals. Not voting, abstentions and broker non-votes will have the same effect as voting against the closing charter amendment proposal and the restated charter proposal. Abstentions and broker non-votes will have no effect on the election of directors proposal.

        Any proxy may be revoked at any time prior to its exercise by delivery of a later dated proxy, by notifying Jason G. Weiss, our corporate secretary, in writing before the special meeting, or by voting in person at the special meeting. By authorizing your proxy promptly, you can help us avoid the expense of further proxy solicitations.

        Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete statement regarding the matters proposed to be acted on at the special meeting. We encourage you to read this proxy statement carefully. If you have any questions or need assistance voting your shares, please contact either Aldabra and its representatives at (212) 710-4100 or our proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016, by telephone at 1-800-322-2885 or by email at proxy@mackenziepartners.com.

  BY ORDER OF THE BOARD OF DIRECTORS

 
 
Jason G. Weiss
Chief Executive Officer and Secretary

[                        ], 200[    ]
 


Table of Contents

 
   Page
Summary of the Proxy Statement   1
Questions and Answers About the Special Meeting and the Proposals   15
Selected Historical Financial Information of Aldabra   22
Selected Historical Financial Information of Boise Paper Products   23
Selected Unaudited Pro Forma Financial Information   27
Comparative Historical and Unaudited Pro Forma Per Share Information   30
Risk Factors   31
Cautionary Statement Concerning Forward-Looking Information   46
The Special Meeting   48
Proposal I—Acquisition Proposal   53
The Houlihan Lokey Fairness Opinion   73
Interests of Certain Persons in the Acquisition   81
The Purchase Agreement   84
Acquisition Financing   113
Unaudited Pro Forma Condensed Consolidated Financial Statements   120
Proposal II—Closing Charter Amendment   132
Proposal III—Amended and Restated Charter   133
Proposal IV—Election of Directors   139
Proposal V—Incentive Plan   140
Proposal VI—Adjournment Proposal   145
Information About Aldabra   146
Aldabra Management's Discussion and Analysis of Financial Condition and Results of Operations   150
Information About Boise Paper Products   156
Boise Paper Products Management's Discussion and Analysis of Financial Condition and Results of Operations   166
Management Following the Acquisition   196
Compensation Discussion and Analysis   203
Beneficial Ownership of Securities   217
Certain Relationships and Related Party Transactions   220
Market Prices of Aldabra's Common Stock   223
Transfer Agent and Registrar   224
Submission of Stockholder Proposals   224
Where to Find Additional Information   224
Index to Financial Statements   F-1
Financial Statements   F-2
Annex A    Purchase Agreement; Amendment No. 1 to Purchase Agreement   A-1
Annex B    Fairness Opinion of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.   B-1
Annex C    Closing Charter Amendment   C-1
Annex D    Amended and Restated Charter   D-1
Annex E    2008 Boises Paper Company Incentive and Performance Plan   E-1
Annex F    Bylaws of Boise Paper Company   F-1
Annex G    Investor Rights Agreement   G-1


SUMMARY OF THE PROXY STATEMENT

        The following pages summarize selected information from this proxy statement, but do not contain all of the information that is important to you. The proposals are described in greater detail elsewhere in this proxy statement. You should carefully read this entire document, including the attached annexes. Unless the context indicates otherwise, in this proxy statement, prior to the Acquisition, the terms "we," "us," "our" and "the Company" refer to Aldabra and, following the Acquisition, such terms (and "BPC") refer to the combined company, which will be renamed Boise Paper Company.

The Special Meeting

        This proxy statement is being furnished to holders of Aldabra common stock for use at the special meeting, and at any adjournments or postponements of that meeting. At the special meeting, Aldabra stockholders will be asked to consider and vote upon proposals (1) to adopt the purchase agreement and to approve the Acquisition; (2) to adopt the closing charter amendment to increase the number of authorized shares of common stock from 100 million to 250 million; (3) to adopt an amended and restated charter; (4) to elect nine members to our board of directors to serve on the Boise Paper Company board of directors from the completion of the Acquisition until their successors are duly elected and qualified; (5) to adopt the 2008 Boise Paper Company Incentive and Performance Plan; and (6) to adopt the adjournment proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are insufficient votes at the time of the special meeting to adopt any of the other proposals. The special meeting will be held on [                        ], 2008, at 10:00 a.m., Eastern Standard Time, at Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036.

The Parties

        Aldabra 2 Acquisition Corp.    We are a blank check company that was formed on February 1, 2007 to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. A registration statement for our initial public offering (the "IPO") was declared effective on June 19, 2007, and on June 22, 2007, we consummated our IPO of 41,400,000 units, including 5,400,000 units subject to the underwriters' over-allotment option, at an offering price of $10.00 per unit. Each unit consists of one share of our common stock and one warrant. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $414,000,000. We agreed to pay the underwriters in the offering an underwriting discount of 7% of the gross proceeds of the offering, and the underwriters agreed that 3% ($12,420,000) would not be payable unless and until we completed a business combination. Simultaneously with the consummation of our IPO, Messrs. Leight and Weiss, our chairman and chief executive officer, respectively, each purchased 1,500,000 warrants from us at $1.00 per warrant in a private placement for an aggregate purchase price of $3,000,000 (the "Aldabra Insider Warrants"). After deducting commissions, offering expenses and a portion of the underwriting discount, the total net proceeds from the offering were approximately $384,380,000. Upon the closing of the IPO, an aggregate of $399,500,000 (including the $3,000,000 of proceeds from the private placement of warrants to our chairman and chief executive officer and the $12,420,000 of deferred underwriters' discounts described above) was deposited into a trust fund. Approximately $275,000 was withheld from the trust to pay initial business, legal and accounting due diligence expenses on prospective business combinations, general and administrative expenses and corporate income and franchise taxes. The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest and will not be released until the earlier of the consummation of a business combination or our liquidation. As of November 1, 2007, the value of the trust fund was approximately $401,822,471, net of accrued expenses and taxes. Such funds were invested in the Wells Fargo Advantage Prime Investment Money Market Fund, currently earning interest (before accrual for income taxes) of approximately 4.84% per annum.

1

        We are not presently engaged in, and will not engage in, any substantive commercial business until the consummation of a business combination. The Aldabra units, common stock and warrants are traded on the American Stock Exchange (the "AMEX") under the symbols "AII.U," "AII" and "AII.WS," respectively. If the proposals set forth in this proxy statement are not approved, and the Acquisition is not consummated, we will continue to search for an operating company or assets to acquire. However, if we do not consummate a business combination by June 19, 2009, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Our executive offices are located at c/o Terrapin Partners, LLC, 540 Madison Avenue, 17th Floor, New York, NY 10022. We file reports with the Securities and Exchange Commission (the "SEC"), which are available free of charge at www.sec.gov. For more information about Aldabra, please see the section entitled "Information About Aldabra."

        Aldabra Sub LLC.    Aldabra Sub LLC is a Delaware limited liability company formed solely for the purpose of acquiring Boise Paper Products. Aldabra Sub LLC is a direct, wholly-owned subsidiary of Aldabra. Aldabra Sub LLC is sometimes referred to in this proxy statement as "Buyer Sub."

        Boise Cascade, L.L.C.    Boise Cascade, L.L.C., a wholly-owned subsidiary of Boise Cascade Holdings, L.L.C., is a diversified North American paper and forest products company headquartered in Boise, Idaho. Boise Cascade, L.L.C. is a leading manufacturer and national wholesale distributor of building materials, including engineered wood products, plywood and lumber. Through its paper and packaging and newsprint segments, Boise Cascade, L.L.C. is a leading manufacturer of uncoated free sheet paper, and also manufactures containerboard (linerboard), corrugated containers and sheets, as well as newsprint. Madison Dearborn Capital Partners IV, L.P. and OfficeMax Incorporated indirectly hold ownership interests in Boise Cascade, L.L.C. of approximately 76.7% and 19.9%, respectively, with management and other co-investors owning the remaining approximately 3.4%. Boise Cascade, L.L.C. is sometimes referred to in this proxy statement as the "Seller."

        Boise Paper Products.    Boise Paper Products or "BPP" is the business to be acquired from the Seller and is comprised of Boise White Paper, L.L.C. ("Boise White Paper"), Boise Packaging & Newsprint, L.L.C. ("BP&N") and Boise Cascade Transportation Holdings Corp. ("Boise Transportation") (collectively, the "Paper Group") and certain assets and liabilities related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and most of the headquarters operations of the Seller. BPP owns pulp and paper mill operations in the following locations: Jackson, Alabama; International Falls, Minnesota; St. Helens, Oregon; and Wallula, Washington, all of which manufacture uncoated free sheet paper. BPP also owns a mill in DeRidder, Louisiana, which produces containerboard (linerboard) as well as newsprint and is one of the largest paper mills in North America. BPP also has a network of six corrugated converting plants, located in the Pacific Northwest and Texas, which manufacture corrugated containers and sheets.

        Boise Paper Holdings, L.L.C.    Boise Paper Holdings, L.L.C. is a Delaware limited liability company formed solely for the purpose of holding 100% of BPP, including 100% of the outstanding equity interests of the Paper Group. Boise Paper Holdings, L.L.C. will be a direct, wholly-owned subsidiary of the Seller, and is sometimes referred to in this proxy statement as the "Target."

        The mailing address for the principal executive offices of the Seller, BPP and the Target is 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728, and their telephone number is (208) 384-6161.

The Acquisition

        Under the purchase agreement, Aldabra is acquiring BPP, which is comprised of the Paper Group and certain assets and liabilities related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and most of the headquarters operations of the Seller.

2


The Acquisition is structured such that, upon closing, Aldabra will indirectly own through Buyer Sub 100% of the outstanding common units of the Target, which will in turn own 100% of BPP, including 100% of the outstanding equity interests of the Paper Group. Aldabra will account for the Acquisition using the purchase method of accounting and will also allocate fair market value to these assets at the time of the Acquisition from a tax perspective.

        The following diagram sets forth Aldabra's corporate structure immediately following the Acquisition:

GRAPHIC

Purchase Price

        At the closing of the Acquisition, Aldabra will deliver cash and stock (and under certain conditions detailed below, a subordinated promissory note) equal to $1,625,000,000 plus or minus an incremental amount equal to the sum of (i) the Paper Group's cash and cash equivalents (expected to be $38,000,000), (ii) plus or minus the amount by which the estimated net working capital of the paper and packaging and newsprint businesses of the Seller is greater or less than $329,000,000 (as applicable), and (iii) plus the amount (if any) by which Aldabra's and its subsidiaries' estimated net working capital is less than $404,350,800, in each case calculated as of 11:59 p.m. (Boise, Idaho time) on the day before closing (the "Adjustment Calculation Time") (the net amount derived from the foregoing, the "total purchase price"). Following the closing, these estimated amounts will be compared against the actual amounts with any subsequent adjustments payable through the issuance to the Seller of additional shares of Aldabra common stock or the return by the Seller and cancellation of shares of Aldabra common stock (in each case, valued at the Average Trading Price, as defined below) held by the Seller.

        At least $1,210,000,000 of the total purchase price must be paid in cash, plus the amount of fees and expenses paid directly by the Seller to lenders and/or agents providing the debt financing and minus other expenses specified in the purchase agreement (the "Minimum Cash Amount"). The actual cash portion of the total purchase price will equal the amount of Aldabra's cash at closing (including the cash held in the trust fund, but excluding any amounts paid upon exercise by Aldabra stockholders

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of conversion rights), less transaction expenses plus the amount of the net proceeds from the debt financing, but will not in any event be less than the Minimum Cash Amount (the "Cash Portion").

        The balance of the total purchase price will be paid in Aldabra common stock, with the amount of Aldabra common stock issued to the Seller valued based upon an average per share closing price of Aldabra common stock for the 20 trading day period ending three trading days prior to closing (disregarding for this purpose in such period any day in which trading of Aldabra common stock was conducted by, or on behalf of, an officer or director of Aldabra or a family member or affiliate thereof) (the "Average Trading Price"). For purposes of calculating the number of shares that will be issued to the Seller, the Average Trading Price will not be higher than $10.00 per share or lower than $9.54 per share. Assuming an Average Trading Price of $9.77 (the midpoint of the range) and based upon the other assumptions set forth in the unaudited pro forma financial statements, (i) in the case of no exercise of conversion rights, Aldabra will issue to the Seller 34,510,747 shares of Aldabra common stock, or (ii) in the case of maximum exercise of conversion rights, Aldabra (a) will incur additional indebtedness of approximately $61 million under the second lien facility (as described under "Acquisition Financing") and $108 million in the form of a subordinated promissory note issued by Aldabra to the Seller and (b) will issue to the Seller 33,813,977 shares of Aldabra common stock. See "Unaudited Pro Forma Condensed Consolidated Financial Statements." The exact number of shares to be issued cannot be determined at this time, since the Average Trading Price, the cash and net working capital adjustments (which will affect the total purchase price), and the Cash Portion cannot be calculated at this time. The purchase agreement also provides that the Seller will not receive shares that would cause it to hold in excess of 49% of Aldabra's common stock immediately following the closing of the Acquisition (excluding, for purposes of this calculation, Aldabra's outstanding warrants) and that, in lieu of receiving shares in excess of 49%, Aldabra will instead pay the Seller an amount equal to the value of such shares (valued at the Average Trading Price) through the issuance of a subordinated promissory note.

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        Only by way of example, assuming an Average Trading Price of $9.77 (the midpoint of the range) and based upon other assumptions set forth in the unaudited pro forma financial statements (see "Unaudited Pro Forma Condensed Consolidated Financial Statements"), the Acquisition consideration would have been calculated as follows:

 
   Assuming
No Exercise
of Conversion
Rights
   Assuming
Maximum
Exercise of
Conversion
Rights
Base Consideration   $ 1,625,000,000   $ 1,625,000,000
Net working capital of paper and packaging and newsprint businesses of the Seller adjustment     —     —
Estimated cash and cash equivalents of Paper Group     +38,000,000     +38,000,000
Net working capital of Aldabra adjustment paid with equity consideration     +12,170,000     +5,000,000
Net working capital of Aldabra adjustment paid with subordinated note payable to Seller     —     +7,170,000
   
 
Estimated Total Purchase Price     1,675,170,000     1,675,170,000
Contributed cash by the Seller     -38,000,000     -38,000,000
   
 
Total Purchase Price Net of Contributed Cash   $ 1,637,170,000   $ 1,637,170,000
   
 

Non-Equity Portion
 
 
 
 
 
 
Aldabra cash   $ 392,000,000   $ 230,000,000
Debt financing cash     +946,000,000     +1,007,000,000
Subordinated note payable to Seller     —     +107,807,449
Aldabra estimated fees and other expenses     -26,000,000     -26,000,000
   
 
Total Non-Equity Consideration   $ 1,312,000,000   $ 1,318,807,449
   
 

Stock Portion
 
 
 
 
 
 
Estimated total purchase price(1)   $ 1,675,170,000   $ 1,675,170,000
Cash paid to Seller     -1,312,000,000     -1,211,000,000
Subordinated note payable to Seller     —     -107,807,449
Aldabra estimated fees and other expenses     -26,000,000     -26,000,000
   
 
Equity value amount(2)   $ 337,170,000   $ 330,362,551
Average Trading Price     ÷9.77     ÷9.77
   
 
Total Stock Consideration (Aldabra shares issued)     34,510,747     33,813,977
   
 

Post-Closing Purchase Price Adjustment

        The estimated purchase price paid on the closing date (the "estimated total purchase price") will be subject to a post-closing reconciliation within 140 days after closing based on actual cash and net working capital amounts. If the estimated total purchase price is less than the total purchase price, Aldabra will deliver to the Seller an additional number of shares of Aldabra common stock (valued at the Average Trading Price) equal to the quotient determined by dividing (i) the amount of such

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shortfall by (ii) the Average Trading Price. If the estimated total purchase price is greater than the total purchase price, the Seller will deliver to Aldabra for cancellation shares of Aldabra common stock (valued at the Average Trading Price) equal in value to such excess amount.

The Closing Charter Amendment

        Assuming the Acquisition proposal is approved, Aldabra stockholders are also being asked to approve an amendment to our existing charter, to be effective prior to the closing of the Acquisition, to increase the number of authorized shares of Aldabra common stock from 100 million to 250 million.

The Amended and Restated Charter

        Assuming the Acquisition proposal is approved, Aldabra stockholders are also being asked to approve the amendment and restatement of our charter, to be effective immediately following the closing of the Acquisition. We are proposing the amendment and restatement of our charter to adequately address the post-Acquisition needs of Aldabra as an operating company, by, among other things:

The Election of Directors

        You are being asked to elect the following persons to serve as our directors upon consummation of the Acquisition: Carl A. Albert, Zaid F. Alsikafi, Jonathan W. Berger, Jack Goldman, Nathan D. Leight, Thomas S. Souleles, W. Thomas Stephens, Alexander Toeldte and Jason G. Weiss. Please see the section entitled "Management Following the Acquisition—Directors and Executive Officers Following the Acquisition" and "Interests of Certain Persons in the Acquisition" for information regarding these persons. The board of directors has determined that the following directors satisfy the definition of independence as defined under the listing standards of the New York Stock Exchange (the "NYSE"): Messrs. Albert, Alsikafi, Berger, Goldman and Souleles.

        Under the proposed amended and restated charter, our board of directors will be divided into three classes, designated Class I, Class II and Class III. The members of the three classes that are proposed to be elected in this proxy statement will have initial terms beginning upon completion of the Acquisition and terminating, in the case of Class I directors, on the date of the 2008 annual meeting, in the case of Class II directors, on the date of the 2009 annual meeting and, in the case of Class III directors, on the date of the 2010 annual meeting. At each succeeding annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified.

        Effective upon completion of the Acquisition and approval of the amended and restated charter, the current directors of Aldabra will resign, and the new directors elected will be allocated to the three different classes as follows:

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The Incentive Plan

        The 2008 Boise Paper Company Incentive and Performance Plan proposes reserving 5,175,000 shares of common stock in Boise Paper Company, which will be Aldabra's new name post-Acquisition, for issuance in accordance with the Incentive Plan's terms. The Incentive Plan has been established to enable us to attract, retain, motivate and provide additional incentives to certain directors, officers, employees, consultants and advisors, whose contributions are essential to our growth and success by enabling them to participate in our long-term growth through the exercise of stock options and the ownership of our stock. For more information regarding the Incentive Plan, see "Proposal V—Incentive Plan." Additionally, the Incentive Plan is attached as Annex E to this proxy statement. We encourage you to read the plan in its entirety.

Aldabra's Insider Stock Ownership

        The board of directors of Aldabra has fixed the close of business on [                        ], 200[  ] as the Record Date for the determination of stockholders entitled to notice of, and to vote at, the special meeting and at any adjournments or postponements thereof. As of December 5, 2007, our directors and executive officers and their affiliates (the "Aldabra Insider Stockholders") beneficially held and are entitled to vote, in the aggregate, 10,468,300 shares of Aldabra common stock, representing approximately 20.23% of the outstanding Aldabra common stock, of which 10,350,000 were issued prior to the IPO and of which 118,300 were purchased by the Aldabra Insider Stockholders following the IPO and immediately prior to the filing of this proxy statement. Such number does not include the 3,000,000 shares of Aldabra common stock issuable upon exercise of the Aldabra Insider Warrants held by Messrs. Leight and Weiss (which includes common stock shares underlying units purchased by Mr. Leight). Such number also does not include 57,900 warrants purchased by our directors and executive officers and their affiliates, including warrants underlying units purchased by Mr. Leight. With respect to the proposal for approval of the Acquisition only, each of the Aldabra Insider Stockholders has agreed to vote all of his or its Private Shares in accordance with the majority of the votes cast with respect to the Acquisition proposal by the holders of the IPO Shares. This voting arrangement shall not apply to any proposal other than the Acquisition proposal and shall not apply to shares of Aldabra common stock purchased after the IPO in the open market by any of the Aldabra Insider Stockholders. While the Aldabra Insider Stockholders may vote these shares on a proposed business combination in any way they choose, the Aldabra Insider Stockholders have informed Aldabra that they intend to vote all of their shares that are not Private Shares for the Acquisition proposal. The Aldabra Insider Stockholders have further informed Aldabra that they intend to vote all of their shares for the closing charter amendment, the amended and restated charter, the board nominees, the Incentive Plan and the adjournment proposal.

        Record holders of Aldabra warrants do not have voting rights with respect to such warrants. If holders of a majority of the IPO Shares voting in person or by proxy at the special meeting vote against, or abstain with respect to, the Acquisition proposal, such proposal will not be approved.

Consideration Offered to Aldabra's Stockholders

        Our stockholders will not receive any cash or property in the Acquisition, but instead will continue to hold their shares of Aldabra common stock. As a result of the Acquisition, our stockholders will own approximately 60% of Boise Paper Company, assuming none of Aldabra's shareholders exercise their conversion rights, and based upon the other assumptions set forth in the unaudited pro forma financial statements contained in this proxy statement. See "Unaudited Pro Forma Condensed Consolidated Financial Statements."

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Engagement of Houlihan Lokey Howard & Zukin Financial Advisors

        In connection with its consideration of the Acquisition, Aldabra's board of directors engaged Houlihan Lokey Howard & Zukin Financial Advisors, Inc., an independent investment banking firm ("Houlihan Lokey"), to provide it with Houlihan Lokey's opinion as to whether (i) the merger consideration to be paid by Aldabra in the Acquisition is fair to Aldabra from a financial point of view and (ii) the fair market value of BPP is at least equal to 80% of the net assets of Aldabra. Houlihan Lokey's opinion did not state any other conclusion or address any other aspect or implication of the Acquisition. Houlihan Lokey is a member of the National Association of Securities Dealers, Inc. and provides a broad range of valuation, investment banking and other advisory services. Houlihan Lokey has extensive experience in the valuation of companies and certain other elements of finance and financial transactions, and Aldabra's board selected Houlihan Lokey on the basis of these skills.

Aldabra's Recommendations to Stockholders; Reasons for the Acquisition

        After careful consideration of the terms and conditions of the Acquisition (as set forth in the purchase agreement), the board of directors of Aldabra has determined that the Acquisition is advisable and fair to, and in the best interests of, Aldabra and its stockholders. In reaching this decision, the board of directors of Aldabra reviewed a fairness opinion from Houlihan Lokey that, in the opinion of Houlihan Lokey and subject to assumptions and conditions set forth in such opinion, the consideration to be paid by Aldabra in the Acquisition is fair to Aldabra from a financial point of view and the fair market value of BPP is at least equal to 80% of the net assets of Aldabra. After careful consideration of the terms and conditions of the (i) Acquisition; (ii) the proposed closing charter amendment; (iii) the proposed amendment and restatement of Aldabra's charter; (iv) the proposed election of the board of directors for Boise Paper Company; (v) the proposed Incentive Plan; and (vi) the adjournment proposal, the board of directors of Aldabra has unanimously approved all such proposals. Accordingly, the board of directors of Aldabra recommends that the Aldabra stockholders vote:

        For a description of the factors that the board of directors considered in reaching its decision to recommend the Acquisition, see "Proposal I—Acquisition Proposal—Factors Considered by the Aldabra Board in Approving the Acquisition."

Interests of Certain Persons in the Acquisition

        In considering the recommendation of Aldabra's board of directors to vote "FOR" the approval of the Acquisition and the adoption of the purchase agreement, Aldabra's stockholders should be aware that Aldabra's executive officers and Aldabra's board of directors have interests in the Acquisition that are different from, or in addition to, the interests of Aldabra's stockholders generally. Aldabra's stockholders should also understand that some of the current officers of the Seller have interests in the Acquisition that are different from, or in addition to, the interests of Aldabra's stockholders generally. Alexander Toeldte, Robert M. McNutt, Samuel K. Cotterell, Miles A. Hewitt, Judith M. Lassa and Robert E. Strenge, all currently officers of the Seller, are expected to become executive officers of BPC following the Acquisition. After the completion of the Acquisition, Aldabra expects to enter into

8


employment agreements with Messrs. Toeldte, McNutt, Cotterell, Hewitt, Strenge and Ms. Lassa. It is contemplated that such individuals will receive compensation and benefits that are no less than the level of compensation and benefits that the Seller has maintained for these individuals. The members of the board of directors were aware of these different interests and considered them, among other matters, in evaluating and negotiating the purchase agreement and the Acquisition and in recommending to the Aldabra stockholders that they vote in favor of approving the Acquisition and adopting the purchase agreement. For a description of these interests, see "Interests of Certain Persons in the Acquisition."

        If the Acquisition is not approved and Aldabra is unable to complete another business combination by June 19, 2009, Aldabra will be forced to liquidate. In such case, the Aldabra Insider Warrants will expire (and will not participate in Aldabra's trust account), and such warrants will therefore be worthless. In addition, the Private Shares held by the Aldabra Insider Stockholders will also be worthless, as Aldabra Insider Stockholders have agreed that they are not entitled to receive any liquidation proceeds with respect to such shares. Alternatively, if the Acquisition is approved, Aldabra's officers and directors will benefit because they will continue to hold their shares. Following the IPO and immediately prior to the filing of this proxy statement, Aldabra Insider Stockholders purchased additional securities of Aldabra in the open market. To the extent the sellers in these transactions were stockholders that were otherwise likely to vote against the transaction or convert their shares, these open market purchases by the Aldabra Insider Stockholders have increased the probability that the Acquisition will be approved.

        Messrs. Leight and Weiss and/or trusts established for the benefit of their respective families have an ownership interest in two Madison Dearborn Partners, L.L.C. ("MDP" or "Madison Dearborn") funds: Madison Dearborn Capital Partners IV, L.P. ("MDCP IV") and Madison Dearborn Capital Partners V, L.P. ("MDCP V"). Messrs. Leight and Weiss and/or trusts established for the benefit of their respective families have an ownership interest of approximately 0.0124% (approximately 1/80th of 1%) and 0.0248% (approximately 1/40th of 1%), respectively, in MDCP IV (which beneficially owns approximately 76.7% of the Seller) and each have an ownership interest in MDCP V of approximately 0.01535% (approximately 1/65th of 1%). In early 2008, Messrs. Leight and Weiss currently intend to subscribe for an investment in a fund being raised by MDP (Madison Dearborn Capital Partners VI, L.P.), through either their own accounts or their respective family trusts, in an amount equal to $1 million and $2 million, respectively, though the exact amount of their investments may change. These amounts will constitute a de minimis percentage of such fund. Furthermore, Messrs. Leight, Weiss and Berger serve on the board of directors of Great Lakes Dredge & Dock Corporation ("Great Lakes"). Great Lakes was merged into Aldabra Acquisition Corporation, a blank check company formed by Messrs. Leight and Weiss, in December 2006. Great Lakes was formerly owned by MDP, which retains an ownership interest in Great Lakes.

        Those current officers of the Seller that are expected to become executive officers of BPC following the Acquisition had equity interests in Forest Products Holdings, L.L.C., the Seller's parent company, that will be subject to repurchase rights and put rights upon consummation of the Acquisition. See "Director and Officer Compensation—Long-Term Incentive Compensation (Management Equity Plan)".

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Conditions to the Completion of the Acquisition

        The obligation of each of the parties to the purchase agreement to consummate the Acquisition is subject to the satisfaction or waiver of specified conditions, as of immediately prior to the Acquisition, including the following:

Conditions to All Parties' Obligations to Consummate the Acquisition

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Conditions to Aldabra's and Buyer Sub's Obligations to Consummate the Acquisition

Conditions to the Seller's and the Paper Group's Obligations to Consummate the Acquisition

11


Termination

        The purchase agreement may be terminated at any time prior to the closing of the Acquisition by the party specified below for the following reasons:


Acquisition Financing

        Buyer Sub has obtained a commitment from the Initial Lenders to provide, subject to customary conditions, the following debt financing arrangements (the "Debt Financing"):


        The first and second lien facilities will be guaranteed by each of Buyer Sub's existing and subsequently acquired or organized domestic (and, to the extent no material adverse tax consequences to Buyer Sub would result, foreign) subsidiaries (including Target) and a wholly-owned subsidiary of Aldabra that will be formed prior to the Acquisition closing date for the purpose of holding all of the

12

outstanding equity securities of Buyer Sub. The first lien facilities will be secured by a first priority security interest in substantially all of the real, personal and mixed property of Buyer Sub and the guarantors. Additionally, the first lien facilities will be secured by 100% of the capital stock of Buyer Sub and each of its domestic subsidiaries, 65% of the capital stock of each of Buyer Sub's foreign subsidiaries and all intercompany debt. The second lien facility will be secured by a second priority security interest in substantially all of the real, personal and mixed property of Buyer Sub and the guarantors. Additionally, the second lien facility will be secured by a second priority security interest in 100% of the capital stock of Buyer Sub and each of its domestic subsidiaries, 65% of the capital stock of each of Buyer Sub's foreign subsidiaries and all intercompany debt.

        All amounts borrowed under the first lien facilities will initially bear interest, at Buyer Sub's option, as follows:

        For purposes of the facilities, the "customary base rate" means, for any day, a rate per annum equal to the greater of (i) the rate of interest quoted in The Wall Street Journal, Money Rates Section as the "Prime Rate" (currently defined as the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), as in effect from time to time and (ii) the federal funds effective rate in effect on such day plus 1/2 of 1%.

        Beginning on the date on which Buyer Sub delivers to the lenders financial statements for the first full fiscal quarter after the Acquisition closing date (the "adjustment date"), the applicable margin for the Tranche A term facility and the first lien revolving facility will be subject to change based upon a leverage ratio with margins equal to or lower than the initial margins.

        All amounts borrowed under the second lien facility will bear interest, at Buyer Sub's option, as follows:

        Although the total amount of the facilities may not be reduced, subject to certain limitations, the terms (other than conditions), pricing (including interest rates and issue price) and/or structure of the first and second lien facilities are subject to change at any time prior to the earlier of (i) a successful syndication and (ii) 90 days after the closing date, if GSCP determines that such changes are reasonably necessary to facilitate the successful syndication of any of the facilities. See "Risk Factors—Risks Associated with the Acquisition—The terms of Aldabra's new credit facilities have not been finalized and are subject to market risk."

        Each Initial Lender's commitments under the commitment letter will terminate upon the first to occur of (i) the consummation of the Acquisition, (ii) the termination of, or the date on which Buyer Sub notifies the Commitment Parties of the abandonment of, the purchase agreement, (iii) a material breach by Buyer Sub under the Debt Commitment Letter that is capable of being cured and has not been cured within ten days following (x) notice of such breach given by the arranger to Buyer Sub or

13


(y) knowledge of such breach by Aldabra and (iv) February 28, 2008, unless the closing of the facilities has occurred on or before such date.

        GSCP and Lehman Brothers Inc. are acting as joint lead arrangers and joint bookrunners; GSCP is acting as syndication agent for both the first lien and second lien facilities, and as the sole administrative agent with respect to the first lien facilities; LCPI is acting as administrative agent for the second lien facility. For a more detailed description of the first and second lien facilities, please see "Acquisition Financing."

United States Federal Income Tax Consequences of the Acquisition

        The following discussion summarizes the U.S. federal income tax consequences of the Acquisition to stockholders of Aldabra who are United States Persons (as defined in the United States Internal Revenue Code of 1986, as amended (the "Code")) and hold their Aldabra stock as capital assets (generally, for investment). This discussion is based on the Code, Treasury Regulations promulgated thereunder, administrative pronouncements and judicial decisions as of the date hereof, all of which are subject to change, possibly with retroactive effect. This discussion does not address the potential application of the alternative minimum tax, any aspect of U.S. federal estate or gift taxes, or any state, local or non-U.S. tax laws. Aldabra does not intend to obtain an opinion of counsel with respect to the U.S. federal income tax consequences of the Acquisition on Aldabra stockholders. Accordingly, Aldabra stockholders should consult their personal tax advisors as to the tax consequences to them of the Acquisition.

        Aldabra stockholders who do not exercise their conversion rights will continue to hold their Aldabra shares and, as a result, will not recognize any gain or loss for U.S. federal income tax purposes as result of the Acquisition.

        However, Aldabra stockholders who exercise their conversion rights and receive consideration in exchange for their shares will recognize gain or loss to the extent that the consideration received by such stockholders is greater than or less than such stockholders' tax basis in their shares. An Aldabra stockholder's tax basis in its shares generally will equal the cost of such shares. A stockholder who purchased Aldabra's units will have to allocate the cost of the units between the shares and the warrants that comprised such units based on their fair market values at the time of purchase. Any gain or loss realized upon the conversion generally will be a capital gain or loss and will be a long-term capital gain or loss if such stockholder's holding period in the shares is longer than one year. Long-term capital gains recognized by certain non-corporate holders may qualify for a reduced rate of taxation of 15% or less. The deductibility of capital losses may be subject to certain limitations.

Regulatory Matters

        The Acquisition and the transactions contemplated by the purchase agreement are not subject to any federal, state or provincial regulatory requirement or approval, except for the filing and delivery of this proxy statement in connection with the special meeting of stockholders of Aldabra under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and compliance under Hart-Scott-Rodino Act, as amended, (the "HSR Act"), which compliance has been met in that Aldabra has received approval of its request for early termination of the HSR Act waiting period with respect to the Acquisition.

Risk Factors

        In evaluating each of the proposals set forth in this proxy statement, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled "Risk Factors."

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE PROPOSALS

Q.    What is being voted on?

A.    You are being asked to vote on the following proposals:

Q.    What is the Record Date for the special meeting? Who is entitled to vote?

        

A.
The Record Date for the special meeting is [                   ], 200[  ]. Record holders of Aldabra common stock at the close of business on the Record Date are entitled to vote, or have their votes cast, at the special meeting and any and all adjournments or postponements thereof. On the Record Date, there were 51,750,000 shares of our common stock outstanding, which includes 41,400,000 IPO Shares and 10,350,000 Private Shares.

Q.    How do Aldabra's directors and officers intend to vote their shares on the Acquisition proposal?

A.
With respect to the proposal for approval of the Acquisition only, each of the Aldabra Insider Stockholders, consisting of Aldabra's entire board of directors, its executive officers and their affiliates, has agreed to vote their Private Shares in accordance with the majority of the votes cast with respect to the Acquisition proposal by the holders of the IPO Shares. If holders of a majority of the IPO Shares voting in person or by proxy at the meeting vote for or against, or abstain with respect to, the Acquisition proposal, the holders of the Private Shares will cast all of their Private Shares with respect to the Acquisition proposal in accordance with such vote by such holders of a majority of the IPO Shares. The Aldabra Insider Stockholders have informed Aldabra that they intend to vote all of their shares that are not Private Shares "FOR" the Acquisition proposal, and that they intend to vote all of their shares "FOR" the other proposals.

Q.    What vote is required to adopt the Acquisition proposal?

        

A.
The affirmative vote of the holders of a majority of the IPO Shares voting in person or by proxy at the special meeting is required to approve the Acquisition proposal. If the holders of 40% or more of the total IPO Shares vote against the Acquisition and contemporaneously demand that we convert their IPO Shares into pro rata portions of the trust account established at the time the

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Q.    What vote is required to adopt the closing charter amendment proposal?

A.
Approval of the closing charter amendment requires the affirmative vote of a majority of the shares of Aldabra common stock outstanding on the Record Date. Approval of this proposal is conditioned upon approval of the Acquisition proposal.

Q.    What vote is required to adopt the amended and restated charter proposal?

A.
Approval of this proposal requires the affirmative vote of a majority of the shares of Aldabra common stock outstanding on the Record Date, and is conditioned upon approval of the Acquisition proposal.

Q.    What vote is required to adopt the election of directors proposal?

A.
The nine directors to be elected at the special meeting will be elected by a plurality of the votes cast by the stockholders present in person or by proxy and entitled to vote. This means that the nine nominees with the most votes will be elected. Votes may be cast for or withheld from each nominee, but a withheld vote or a broker non-vote will have no effect on the outcome of the election. Approval of the election of directors proposal is conditioned upon approval of the Acquisition proposal.

Q.    What vote is required to adopt the Incentive Plan proposal?

A.
Adoption of the Incentive Plan proposal requires the affirmative vote of a majority of the shares of Aldabra common stock represented in person or by proxy and entitled to vote at the special meeting. Approval of the Incentive Plan proposal is conditioned upon approval of the Acquisition proposal.

Q.    What vote is required to adopt the adjournment proposal?

A.
Adoption of the adjournment proposal requires the affirmative vote of a majority of the shares of Aldabra common stock represented in person or by proxy and entitled to vote at the special meeting. Approval of the adjournment proposal is not conditioned upon approval of the Acquisition proposal.

Q.    Do I have appraisal or dissenters rights?

A.
No appraisal or dissenters rights are available under the Delaware General Corporation Law (the "DGCL") for holders of Aldabra common stock in connection with the Acquisition proposal.

Q.    Do I have conversion rights?

A.
If you hold IPO Shares and vote against the Acquisition, you will have the right to, contemporaneously with such vote, demand that we convert your shares into a pro rata portion of the trust account in connection with the Acquisition. If the holders of 40% or more of the total IPO Shares vote against the Acquisition and contemporaneously demand that we convert their IPO Shares into pro rata portions of the trust account, the Acquisition will not be consummated, and no conversion will occur.

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Q.    How do I exercise my conversion rights?

        

A.
If you wish to exercise your conversion rights, you must vote (i) against the Acquisition proposal, (ii) contemporaneously demand that we convert your IPO Shares into cash (iii) continue to hold your shares through the closing of the Acquisition and (iv) then deliver your stock certificate(s) to our transfer agent, Continental Stock Transfer & Trust Company, within the period specified in a notice that you will receive from Aldabra. In lieu of delivering your physical stock certificate(s) to the transfer agent, you may deliver your shares to the transfer agent electronically using Depository Trust Company's DWAC (Deposit Withdrawal at Custodian) System. If you hold your shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash.

17

Q.    What happens to the funds deposited in the trust account after consummation of the Acquisition?

A.
Aldabra stockholders who exercise their conversion rights will receive their pro rata portions of the trust account. The remainder of the trust account funds will be used to pay a portion of the total purchase price for the Acquisition.

Q.    Who will manage the acquired business?

A.
Following the Acquisition, Boise Paper Company will be overseen by the newly-elected board of directors. Alexander Toeldte, who is currently the Seller's Executive Vice President, Paper, Packaging & Newsprint, will be appointed the Chief Executive Officer of Boise Paper Company upon closing of the Acquisition. In addition, substantially all of the senior members of the management team that currently run the Seller's paper, packaging and newsprint, and transportation businesses, as well as a number of key members of the headquarters operations, will join Boise Paper Company.

Q.    What happens if the Acquisition is not consummated?

A.
If the Acquisition proposal is not approved by the stockholders, we will not acquire BPP, and we will continue to seek other potential business combinations. If we do not consummate a business combination by June 19, 2009, our corporate existence will cease except for the purposes of winding up our affairs and liquidating, pursuant to Section 278 of the DGCL. This has the same effect as if our board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the DGCL. Our charter limits our corporate existence to a specified date as permitted by Section 102(b)(5) of the DGCL, thereby removing the necessity to comply with the formal procedures set forth in Section 275 (which would have required our board of directors and stockholders to formally vote to approve our dissolution and liquidation and to have filed a certificate of dissolution with the Delaware Secretary of State). In connection with our dissolution and liquidation, the funds in the trust account would be distributed pro rata to the Aldabra stockholders (other than holders of Private Shares, who have waived any right to any liquidating distribution with respect to the Private Shares). Following dissolution, we would no longer exist as a corporation.

Q.    When do you expect the Acquisition to be completed?

A.
If the Acquisition is approved at the special meeting, we intend to consummate the transaction as soon as possible thereafter.

Q:    What is the location, date and time of the special meeting?

        

A.
The special meeting will be held on [                   ], 2008, at 10:00 a.m., Eastern Standard Time, at Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036.

Q.    What happens if I am an Aldabra stockholder and I sell my Aldabra common stock before the special meeting?

        

A.
The Record Date for the special meeting, [                   ], 200[  ], is earlier than the date of the special meeting. If you held your Aldabra common stock on the Record Date but transfer your common stock before the special meeting, you will retain your right to vote at the special meeting.

Q.    What constitutes a quorum for the special meeting?

A.
The holders of a majority of Aldabra common stock issued and outstanding and entitled to vote, present in person or represented by proxy, constitutes a quorum at the special meeting.

18

Q.    Can additional matters aside from the proposals noted in this proxy statement be presented by stockholders at the meeting?

A.
The special meeting has been called only to consider the adoption of the Acquisition proposal, the closing charter amendment proposal, the amended and restated charter proposal, the election of the directors proposal, the Incentive Plan proposal and the adjournment proposal. Under our bylaws, other than procedural matters incidental to the conduct of the meeting, no other matters may be considered at the special meeting if they are not included in the notice of the meeting.

Q.    If I am an Aldabra stockholder, how do I vote?

A.
Each share of common stock that you own in your name entitles you to one vote; your proxy card shows the number of shares that you own. There are four ways to vote at the special meeting:

•
You can vote by signing and returning the enclosed proxy card. If you vote by proxy card, the "proxy" of the person whose name is listed on the proxy card will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by our board of directors: "FOR" the adoption of the Acquisition proposal, the closing charter amendment proposal, the amended and restated charter proposal, the election of directors proposal, the Incentive Plan proposal and the adjournment proposal.

•
You can vote by telephone by calling toll-free 1 (866) 894-0537, 24 hours a day, 7 days a week, and by following the telephone voting instructions that are included with your proxy card. If you vote by telephone, you should not return your proxy card. The deadline for voting by telephone is 11:59 p.m., Eastern Standard Time, on [                   ], 2008.

•
You can vote by Internet by going to the website www.continentalstock.com and following the instructions on your proxy card.

•
You can attend the special meeting and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

ABSTENTIONS WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE ACQUISITION PROPOSAL, THE INCENTIVE PLAN PROPOSAL AND THE ADJOURNMENT PROPOSAL, BUT BROKER NON-VOTES WILL HAVE NO EFFECT ON THESE PROPOSALS. NOT VOTING, ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE CLOSING CHARTER AMENDMENT PROPOSAL AND THE RESTATED CHARTER PROPOSAL. ABSTENTIONS AND BROKER NON-VOTES WILL HAVE NO EFFECT ON THE ELECTION OF DIRECTORS PROPOSAL.

Q.    If my shares of Aldabra common stock are held for me by my broker, will my broker vote my shares for me?

A.
If you hold your shares of Aldabra common stock in "street name" through a broker or other nominee, your broker or nominee will not vote your shares unless you provide instructions on how to vote. You should instruct your broker or nominee how to vote your common stock by following the directions your broker or nominee will provide to you. Abstentions will have the same effect as voting against the Acquisition proposal, the incentive plan proposal and the adjournment proposal, but broker non-votes will have no effect on these proposals. Not voting, abstentions and broker non-votes will have the same effect as voting against the closing charter amendment proposal and the restated charter proposal. Abstentions and broker non-votes will have no effect on the election of directors proposal. Because the approval of the Acquisition is a condition to the approval of the

19

Q.    How can I revoke my proxy after I have given a proxy?

A.
If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following: (i) you may send another proxy card with a later date; (ii) you may notify Jason G. Weiss, our corporate secretary, in writing before the special meeting that you have revoked your proxy; or (iii) you may attend the special meeting, revoke your proxy and vote in person. The powers of the proxy holders will be suspended with respect to your proxy if you attend the special meeting in person and so request; your attendance at the special meeting, however, will not, by itself, revoke your proxy.

Q.    Where can I find more information about BPP?

A.
BPP is comprised of the paper, packaging and newsprint, and the transportation businesses and most of the headquarters operations of the Seller. The Seller is a wholly-owned subsidiary of Boise Cascade Holdings, L.L.C., which files annual and periodic reports and other information regarding the Seller with the SEC under the Exchange Act. You may read and copy this information at the SEC's public reference facilities. You may call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available at the internet site the SEC maintains at www.sec.gov and on the Seller's website at www.bc.com. Information contained on the Seller's website is not part of, or incorporated in, this proxy statement.

Q.    Where can I find more information about Aldabra?

        

A.
We file reports, proxy statements and other information with the SEC as required by the Exchange Act. You may read and copy reports, proxy statements and other information filed by us with the SEC at the SEC's public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC's website at www.sec.gov and on our website at www.aldabracorp2.com.

Q.    Who will solicit and pay the cost of soliciting proxies?

A.
We have selected MacKenzie Partners, Inc. as our proxy solicitor. We will bear the cost of soliciting proxies. We will pay approximately $7,500 (plus reimbursement of out-of-pocket expenses) to MacKenzie Partners. In addition to solicitation by mail and, without additional compensation for such services, proxies may be solicited personally, or by telephone or telecopy, by our officers, employees or representatives. In addition, Lazard Capital Markets LLC and Pali Capital, Inc., two of the underwriters for our IPO, may be assisting our directors and officers in connection with these efforts. In connection with our IPO, we have agreed to pay the underwriters for the IPO an underwriting discount, a portion of which (in the amount of $12,420,000) would not be payable unless and until we completed a business combination. We will not pay the underwriters additional fees in connection with any such efforts. We will also request that banking institutions, brokerage firms, custodians, trustees, nominees, fiduciaries and other like parties forward the solicitation materials to the beneficial owners of common stock held of record by such

20

Q.    Whom can I call with questions?

A.
If you have any questions about the Acquisition or the other proposals set forth in this proxy statement or, if you are an Aldabra stockholder and have questions about how to submit your proxy or would like additional copies of this proxy statement, you should contact either Aldabra and its representatives at (212) 710-4100 or Aldabra's proxy solicitor: GRAPHIC

105 Madison Avenue
New York, New York 10010
 proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or
Toll-Free: 1-(800) 322-2885

21


SELECTED HISTORICAL FINANCIAL INFORMATION OF ALDABRA

        The summary historical financial information of Aldabra as of September 30, 2007 was derived from the unaudited financial statements of Aldabra for the period of February 1, 2007 (inception) through September 30, 2007. The selected financial data below should be read in conjunction with Aldabra's consolidated financial statements and "Aldabra Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this proxy statement.

Statement of Operations Data:
   February 1, 2007 (inception)
through September 30, 2007
  
Interest income   $ 5,769,309  
Expenses     155,236  
Net income before income taxes     5,614,073  
Provision for income taxes     (2,555,022 )
Net income     3,059,051  
Net income per share basic and diluted     0.11  
Weighted average shares outstanding     27,628,512  

Balance Sheet Data:
 
As of September 30, 2007
 
Working capital   $ 390,426,347  
Total assets     406,050,373  
Total liabilities     15,586,497  
Common stock, subject to possible conversion     159,760,000  
Stockholders' equity     230,703,876  

22


SELECTED HISTORICAL FINANCIAL INFORMATION OF BOISE PAPER PRODUCTS

        The following table sets forth historical financial data for the dates indicated below. The financial information is provided to assist you in your analysis of the financial aspects of the Acquisition. The term "predecessor" refers to the forest products and paper assets of OfficeMax Incorporated ("OfficeMax") other than its related timberland operations that Boise Cascade Holdings, L.L.C. acquired on October 29, 2004 (inception) (such acquisition, the "2004 Transaction"). BPP's selected historical information is derived from the following audited and unaudited consolidated financial statements:

Boise Paper Products Audited Consolidated Financial Statements

Boise Paper Products Unaudited Consolidated Financial Statements

        

23

        The information is only a summary and should be read in conjunction with BPP's historical consolidated financial statements and related notes and "Boise Paper Products Management's Discussion and Analysis of Financial Condition and Results of Operations" contained elsewhere in this proxy statement. The historical results included below and elsewhere in this proxy statement may not be indicative of the future performance of BPP.

 
    
    
    
   Boise Paper Products
  
 
   Predecessor
  
 
    
    
    
   Nine months ended September 30,
  
 
   Year ended December 31,
   January 1 through October 28, 2004
   October 29 (inception) through December 31, 2004
   Year ended December 31,
  
 
   2002
   2003
   2005
   2006
   2006
   2007
  
 
   (dollars in millions)

  
Statement of income (loss) data                                                  
Sales   $ 1,902.7   $ 1,873.4   $ 1,688.5   $ 360.2   $ 2,129.0   $ 2,222.0   $ 1,674.6   $ 1,745.1  
Costs and expenses(1)     1,912.8     1,931.8     1,754.4     338.4     2,055.4     2,128.2     1,608.6     1,655.1  
   
 
 
 
 
 
 
 
 
Income (loss) from operations     (10.1 )   (58.4 )   (65.9 )   21.8     73.6     93.8     66.0     90.0  
Foreign exchange gain (loss)     —     0.4     0.7     0.2     —     (0.1 )   0.2     1.2  
Interest income     1.1     0.5     0.3     0.1     0.2     0.6     0.4     0.5  
   
 
 
 
 
 
 
 
 
Income (loss) before income taxes and cumulative effect of accounting change     (9.0 )   (57.5 )   (64.9 )   22.1     73.8     94.3     66.6     91.7  
Income tax provision (benefit)     3.2     21.0     25.0     (0.3 )   (2.2 )   (1.4 )   (1.3 )   (3.0 )
   
 
 
 
 
 
 
 
 
Income (loss) before cumulative effect of accounting change     (5.8 )   (36.5 )   (39.9 )   21.8     71.6     92.9     65.3     88.7  
Cumulative effect of accounting change(2)     —     (3.9 )   —     —     —     —     —     —  
   
 
 
 
 
 
 
 
 
Net income (loss)   $ (5.8 ) $ (40.4 ) $ (39.9 ) $ 21.8   $ 71.6   $ 92.9   $ 65.3   $ 88.7  
   
 
 
 
 
 
 
 
 

Balance sheet data (at end of period)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and equipment and fiber farms and deposits,
net		   $ 1,944.0   $ 1,906.8   $ 1,842.4   $ 1,136.7   $ 1,141.8   $ 1,144.5   $ 1,141.0   $ 1,180.7  
Total assets     2,445.6     2,406.3     2,370.2     1,629.9     1,678.3     1,758.8     1,760.9     1,849.4  
Total capital     1,679.8     1,631.6     1,576.9     1,414.6     1,424.5     1,481.2     1,465.5     1,571.2  

Other financial data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation, amortization, and depletion   $ 185.0   $ 182.0   $ 157.7   $ 15.0   $ 95.4   $ 116.4   $ 85.7   $ 84.5  
Capital expenditures(3)     101.7     123.0     90.8     17.6     100.9     109.1     74.0     106.0  
EBITDA(4)     174.9     120.3     92.5     37.0     169.0     210.1     151.8     175.8  
(1)
Costs and expenses reflected in the statement of income as other (income) expense, net, for the nine months ended September 30, 2007, include $2.2 million of expense related to the closure of BPP's facility in Salem, Oregon, and a $4.4 million gain for the changes in BPP's retiree healthcare programs. Other costs reflected in the statement of income as materials, labor and other operating expenses include $8.7 million of incremental costs related to unfavorable energy hedges and approximately $4.0 million of incremental costs recorded for the start-up of our reconfigured paper machine in Wallula, Washington.


Costs and expenses reflected in the statement of income as other (income) expense, net, for the nine months ended September 30, 2006, include a $3.7 million gain for the changes in BPP's retiree healthcare programs and a $2.1 million charge for special project costs. Other costs reflected in the statement of income as materials, labor, and other operating expenses include $10.0 million of costs related to unfavorable energy hedges.

24


Costs and expenses reflected in the statement of income as other (income) expense, net, for the year ended December 31, 2006, include $3.7 million gain for the changes in BPP's retiree healthcare programs, a $2.8 million charge for special project costs and a $0.6 million charge for the sawmill closure in Jackson, Alabama. Other costs reflected in the statement of income as materials, labor and other operating expenses include $18.1 million of costs related to unfavorable energy hedges, approximately $2.4 million of expense primarily for inventory write-downs at BPP's closed Vancouver, Washington operations and $1.1 million of expense related to the closure of the sawmill in Jackson, Alabama.


Costs and expenses reflected in the statement of income as other (income) expense, net, for the year ended December 31, 2005, include a $5.2 million gain for changes in BPP's retiree healthcare programs.


Costs and expenses reflected in the statement of income as materials, labor and other operating expenses for the period of October 29 (inception) through December 31, 2004, include an $11.7 million non-cash inventory purchase price adjustment recorded in connection with the October 29, 2004 acquisition of the forest products and paper assets of the Seller's parent company, Boise Cascade Holdings, L.L.C.


Costs and expenses reflected in the statement of loss as other (income) expense, net, for the period of January 1, 2004 through October 28, 2004, include $7.3 million of costs recorded by BPP's predecessor in October 2004, related primarily to a one-time retention bonus that became payable as a result of the 2004 Transaction.


Costs and expenses reflected in the statement of loss as other (income) expense, net, for the year ended December 31, 2003, include $3.6 million of costs due to the early termination of an operating lease used in connection with the predecessor's paper business.

(2)
BPP's predecessor recorded a one-time charge of $3.9 million as a cumulative effect adjustment relating to its adoption in January 2003 of Statement of Financial Accounting Standards ("SFAS") No. 143, Accounting for Asset Retirement Obligations, which affected the way it accounted for landfill closure costs.

(3)
The nine months ended September 30, 2007, includes approximately $42 million of expenditures related to the reconfiguration of the paper machine at BPP's pulp and paper mill in Wallula, Washington, to produce both pressure sensitive paper and commodity uncoated free sheet paper.


The year ended December 31, 2006 and the nine months ended September 30, 2006 exclude approximately $42.6 million of cash paid for the purchase of the assets of Central Texas Corrugated ("CTC") in Waco, Texas. The year ended December 31, 2006 also includes approximately $34 million of expenditures related to the reconfiguration of the paper machine at BPP's pulp and paper mill in Wallula, Washington, to produce both pressure sensitive paper and commodity uncoated free sheet paper.

(4)
"EBITDA" represents income (loss) before interest (interest expense and interest income), income tax provision (benefit), and depreciation, amortization and depletion. EBITDA is the primary measure used by BPP's chief operating decision makers to evaluate segment operating performance and to decide how to allocate resources to segments. BPP believes EBITDA is useful to investors because it provides a means to evaluate the operating performance of its segments and its company on an ongoing basis using criteria that are used by its internal decision makers and because it is frequently used by investors and other interested parties in the evaluation of companies with substantial financial leverage. BPP believes EBITDA is a meaningful measure because it presents a transparent view of its recurring operating performance and allows management to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. For example, BPP believes that the inclusion of items such as taxes, interest expense and interest income distorts management's ability to assess and view the core operating trends in its segments. EBITDA, however, is not a measure of our liquidity or financial performance under generally accepted accounting principles ("GAAP") and should not be considered as an alternative to net income (loss), income (loss) from operations or any other performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of EBITDA instead of net income (loss) or segment income (loss) has limitations as an analytical tool, including the inability to determine profitability; the exclusion of interest expense, interest income and associated significant cash requirements; and the exclusion of depreciation, amortization and depletion, which represent significant and unavoidable operating costs, given the level of indebtedness and the capital expenditures needed to maintain BPP's businesses. Management compensates for these limitations by relying on BPP's GAAP results. BPP's measures of EBITDA are not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the methods of calculation.

25


The following is a reconciliation of net income (loss) to EBITDA:

 
   Predecessor
   Boise Paper Products
  
 
   Year ended December 31,
    
    
   Year ended December 31,
   Nine months ended September 30,
  
 
   January 1 through October 28, 2004
   October 29 (inception) through December 31, 2004
  
 
   2002
   2003
   2005
   2006
   2006
   2007
  
 
   (dollars in millions)

  
Net income (loss)   $ (5.8 ) $ (40.4 ) $ (39.9 ) $ 21.8   $ 71.6   $ 92.9   $ 65.3   $ 88.7  
Interest income     (1.1 )   (0.5 )   (0.3 )   (0.1 )   (0.2 )   (0.6 )   (0.4 )   (0.5 )
Income tax provision (benefit)     (3.2 )   (21.0 )   (25.0 )   0.3     2.2     1.4     1.3     3.0  
Depreciation, amortization, and depletion     185.0     182.2     157.7     15.0     95.4     116.4     85.7     84.5  
   
 
 
 
 
 
 
 
 
EBITDA   $ 174.9   $ 120.3   $ 92.5   $ 37.0   $ 169.0   $ 210.1   $ 151.8   $ 175.8  
   
 
 
 
 
 
 
 
 

The following items resulted in an (increase) or decrease in EBITDA as reflected below:

Gain on changes in retiree healthcare programs   $ —   $ —   $ —   $ —   $ (5.2 ) $ (3.7 ) $ (3.7 ) $ (4.4 )
Impact of energy hedges     —     —     —     —     —     18.1     10.0     8.7  
Wallula start-up     —     —     —     —     —     —     —     4.0  
Expense related to the closure of the paper converting facility in Salem, Oregon     —     —     —     —     —     —     —     2.2  
Write-downs associated with sale of Vancouver mill     —     —     —     —     —     2.4     —     —  
Jackson sawmill closure expense     —     —     —     —     —     1.7     —     —  
Special project costs     —     —     —     —     —     2.8     2.1     —  
Inventory purchase price adjustment     —     —     —     11.7     —     —     —     —  
Expense for a one-time retention bonus OfficeMax granted to its employees     —     —     7.3     —     —     —     —     —  
Loss on lease termination     —     3.6     —     —     —     —     —     —  
   
 
 
 
 
 
 
 
 
    $ —   $ 3.6   $ 7.3   $ 11.7   $ (5.2 ) $ 21.3   $ 8.4   $ 10.5  
   
 
 
 
 
 
 
 
 

26


SELECTED UNAUDITED PRO FORMA FINANCIAL INFORMATION

        The following selected unaudited pro forma condensed consolidated balance sheet information combines the historical unaudited balance sheets of Aldabra and BPP as of September 30, 2007, giving effect to the Acquisition and the Debt Financing as if they had occurred on September 30, 2007.

        The unaudited pro forma condensed consolidated statements of income (loss) information for the nine months ended September 30, 2007 combine the unaudited historical statement of operations of Aldabra from February 1, 2007 (date of inception) through September 30, 2007, with the unaudited historical statement of income of BPP for the nine months ended September 30, 2007. The unaudited pro forma condensed consolidated statement of loss for the year ended December 31, 2006 is derived from the historical audited statement of income of BPP for the year ended December 31, 2006. Because Aldabra was formed on February 1, 2007, it has no results included in the pro forma condensed consolidated statement of loss for the year ended December 31, 2006. These pro forma income statements give effect to the Acquisition and the Debt Financing as if they had occurred on January 1, 2006.

        The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the transaction, are factually supportable and, in the case of the pro forma income statements, have a recurring impact.

        The Acquisition will be accounted for under the purchase method of accounting. The purchase price allocation has not been finalized and is subject to change based upon recording actual transaction costs, finalization of working capital adjustments, and completion of appraisals of tangible and intangible assets of the acquired BPP business.

        These selected unaudited pro forma financial statements assume that Aldabra receives the full amount of debt financing contemplated by the Debt Commitment Letter and reflect assumptions with respect to the Debt Financing, including but not limited to, the structure of the new credit facilities, interest rates and OID, which assumptions are subject to changes that may be material. These unaudited pro forma financial statements assume an Average Trading Price of $9.77, which is the midpoint of the range of average trading values provided for in the purchase agreement. The actual price per share will equal the average per share closing price of Aldabra common stock for the 20 trading days ending on the third trading day immediately prior to the consummation of the Acquisition. In accordance with SFAS No. 141, Business Combinations, the value of the securities issued in the Acquisition will reflect the market price for the securities for a reasonable period before the Acquisition measurement date, which may differ from the 20 trading days referenced above.

        The unaudited pro forma condensed consolidated balance sheet information at September 30, 2007, and the unaudited pro forma condensed consolidated statements of income (loss) information for the nine months ended September 30, 2007, and the year ended December 31, 2006, have been prepared using two different levels of approval of the transaction by the Aldabra stockholders, as follows:

        Aldabra is providing this information to aid you in your analysis of the financial aspects of the Acquisition. The selected unaudited pro forma condensed consolidated financial statements should be read in conjunction with the unaudited pro forma condensed consolidated financial statements and notes and the historical financial statements of Aldabra and BPP and the related notes thereto included elsewhere in this proxy statement. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

27

Boise Paper Company
Selected Unaudited Pro Forma Condensed Consolidated Balance Sheet Information
(dollars in millions)

 
   As of September 30, 2007
 
   Assuming No Exercise of Conversion rights
   Assuming Maximum Exercise of Conversion Rights
Property and equipment and fiber farms and deposits, net   $ 1,268.6   $ 1,268.6
Total assets     1,984.4     1,984.4
Long-term debt, less current portion     935.0     995.7
Note payable to related party     —     107.8
Total capital     727.6     559.1

Boise Paper Company
Selected Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss) Information
(dollars in millions, except share data)

 
   Year Ended December 31, 2006
   Nine Months Ended
September 30, 2007
  
 
   Assuming No Exercise of Conversion Rights
   Assuming Maximum Exercise of Conversion Rights
   Assuming No Exercise of Conversion Rights
   Assuming Maximum Exercise of Conversion Rights
  
Sales   $ 2,222.0   $ 2,222.0   $ 1,745.1   $ 1,745.1  
Costs and expenses     2,136.2     2,136.2     1,670.7     1,670.7  
   
 
 
 
 
Income from operations     85.8     85.8     74.4     74.4  
Foreign exchange gain (loss)     (0.1 )   (0.1 )   1.2     1.2  
Interest expense     (97.0 )   (118.6 )   (71.6 )   (87.6 )
Interest income     0.6     0.6     6.2     6.2  
   
 
 
 
 
Income (loss) before income taxes     (10.8 )   (32.4 )   10.2     (5.8 )
Income tax provision     —     —     —     —  
   
 
 
 
 
Net income (loss)     (10.8 )   (32.4 )   10.2     (5.8 )

Depreciation, amortization and depletion
 
 
124.5
 
 
124.5
 
 
100.1
 
 
100.1
 
EBITDA(1)     210.1     210.1     175.6     175.6  
Income (loss) per share                          
  Basic     (0.13 )   (0.47 )   0.12     (0.08 )
  Diluted     (0.13 )   (0.47 )   0.10     (0.08 )
Weighted-average number of shares outstanding                          
  Basic     86,260,747     69,008,117     86,260,747     69,008,117  
  Diluted     86,260,747     69,008,117     98,879,785     69,008,117  
(1)
The following is a reconciliation of pro forma income (loss) to EBITDA.

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   Year Ended
December 31, 2006
   Nine Months Ended
September 30, 2007
  
 
   Assuming No Exercise of Conversion Rights
   Assuming Maximum Exercise of Conversion Rights
   Assuming No Exercise of Conversion Rights
   Assuming Maximum Exercise of Conversion Rights
  
 
   (dollars in millions)

  
Net income (loss)   $ (10.8 ) $ (32.4 ) $ 10.2   $ (5.8 )
Interest income     (0.6 )   (0.6 )   (6.2 )   (6.2 )
Interest expense     97.0     118.6     71.6     87.6  
Depreciation, amortization, and depletion     124.5     124.5     100.1     100.1  
   
 
 
 
 
EBITDA   $ 210.1   $ 210.1   $ 175.6   $ 175.6  
   
 
 
 
 

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE INFORMATION

        The following tables set forth certain historical per share data of Aldabra common stock and pro forma per share data of Aldabra giving effect to the Acquisition. Historical per share data is not presented for BPP because BPP consists of the paper and packaging and newsprint businesses of the Seller and is comprised of the Paper Group: Boise White Paper, Boise P&N, and Boise Transportation, and assets and liabilities related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and most of the headquarters operations of the Seller. For historical periods, per share information is not available for BPP because these businesses were not held in a single legal entity. The information in the tables should be read in conjunction with the audited and unaudited financial statements of BPP and Aldabra and the attached notes, and the unaudited pro forma condensed consolidated financial statements and the attached notes included in this proxy statement. See "Unaudited Pro Forma Condensed Consolidated Financial Statements" and "Financial Statements." The unaudited pro forma combined information provided below is for illustrative purposes only. Aldabra and BPP may have performed differently had they been combined previously. You should not rely on this information as being indicative of the historical results that would have been achieved had Aldabra and BPP always been combined or the future results that we will experience after the Acquisition.

        The table has been prepared using two different assumed levels of approval of the Acquisition by Aldabra stockholders, as follows: (1) no exercise of conversion rights; and (2) maximum exercise of conversion rights reflecting up to 39.99% of shares sold in the IPO.

 
   As of and
for the period
February 1, 2007
(inception) through
September 30, 2007
Aldabra – Historical:      
Net income (loss) per share basic and diluted   $ 0.11
Cash dividends declared per share   $ —
Book value per share   $ 8.35

 
 
As of and for the Year Ended December 31, 2006
 
As of and for the Nine Months Ended September 30, 2007
 
 
   Assuming No Exercise of Conversion Rights
   Assuming Maximum Exercise of Conversion Rights
   Assuming No Exercise of Conversion Rights
   Assuming Maximum Exercise of Conversion Rights
  
Pro Forma Combined:                          
Income (loss) per share                          
  Basic   $ (0.13 ) $ (0.47 ) $ 0.12   $ (0.08 )
  Diluted   $ (0.13 ) $ (0.47 ) $ 0.10   $ (0.08 )
Cash dividends declared per share   $ —   $ —   $ —   $ —  
Book value per share   $ —   $ —   $ 8.44   $ 8.10  

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RISK FACTORS

        You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether to vote or direct your vote to be cast to approve the Acquisition and the related proposals. If any of these factors actually occur, the business, financial condition or results of operations of Aldabra could be materially and adversely affected, the value of our common stock could decline and stockholders could lose all or part of their investment.

Risks Associated with the Acquisition

If the Acquisition's benefits do not meet the expectations of the marketplace, investors, financial analysts or industry analysts, the market price of Aldabra's common stock may decline.

        The market price of our common stock may decline as a result of the Acquisition if BPC does not perform as expected or if we do not otherwise achieve the perceived benefits of the Acquisition as rapidly as, or to the extent anticipated by, the marketplace, investors, financial analysts or industry analysts. Accordingly, investors may experience a loss as a result of a decreasing stock price, and we may not be able to raise future capital, if necessary, in the equity markets.

Stock ownership of Aldabra after the Acquisition will be highly concentrated, and as a result, Boise Cascade, L.L.C. will influence Aldabra's affairs significantly.

        Immediately after the Acquisition is consummated, Boise Cascade, L.L.C. will own approximately 40% of our common stock, assuming an average trading price of $9.77 per share (which is the midpoint of the range of average trading values provided for in the purchase agreement), that no Aldabra stockholders exercise their conversion rights and based upon the other assumptions set forth in the unaudited pro forma financial statements. See "Unaudited Pro Forma Condensed Financial Statements." As a result, the Seller will have significant representation on our board of directors and will have the voting power to significantly influence our policies, business and affairs, and will also have the ability to influence the outcome of any corporate transaction or other matter, including mergers, consolidations and the sale of all or substantially all of our assets. This concentration in control may have the effect of delaying, deterring or preventing a change of control that otherwise could result in a premium in the price of our common stock.

        In addition, as long as the holders of the shares of common stock issued to the Seller pursuant to the Acquisition or any other shares of our common stock acquired by the Seller (the "Seller Registrable Securities") control 33% or more of the Aldabra common stock issued to the Seller at the closing, we will be subject to restrictions on our business activities pursuant to the terms of an investor rights agreement by and between Aldabra, the Seller and certain directors and officers of Aldabra. More specifically, for so long as the 33% ownership threshold is met or exceeded, the investor rights agreement will restrict us from conducting specified activities or taking specified actions without the affirmative written consent of the holders of a majority of the Seller Registrable Securities then outstanding. The restricted activities include, without limitation, making distributions on our equity securities, redemptions, purchases or acquisitions of our equity securities, issuances or sales of equity securities or securities exchangeable or convertible for equity securities, issuing debt or convertible/exchangeable debt securities, making loans, advances or guarantees, mergers and/or acquisitions, asset sales, liquidations, recapitalizations, non-ordinary business activities, making changes to our organizational documents, making changes to arrangements with our officers, directors, employees and other related persons, incurrence of indebtedness for borrowed money or capital leases above specified thresholds and consummating a sale of Aldabra. Additionally, pursuant to affirmative covenants under the investor rights agreement (and subject to the same 33% ownership threshold), unless the holders of a majority of the Seller Registrable Securities then outstanding have otherwise consented in writing, we are required to perform specified activities, including, without limitation, preservation of our corporate

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existence and material licenses, authorizations and permits necessary to the conduct of our business, maintenance of our material properties, discharge of certain statutory liens, performance under material contracts, compliance with applicable laws and regulations, preservation of adequate insurance coverage and maintenance of proper books of record and account. See "The Purchase Agreement—Agreements Related to the Purchase Agreement."

If we are unable to consummate a business combination within the prescribed time frame and are forced to dissolve and distribute our assets, you could receive less than $9.71 per IPO Share upon the distribution of trust account funds, and our warrants will expire worthless.

        Aldabra's amended and restated charter provides that it will continue in existence only until June 19, 2009. This provision may not be amended except in connection with the consummation of a business combination. If Aldabra has not completed a business combination by such date, its corporate existence will cease except for the purposes of winding up its affairs and liquidating, pursuant to Section 278 of the DGCL. This has the same effect as if Aldabra's board of directors and stockholders had formally voted to approve Aldabra's dissolution pursuant to Section 275 of the DGCL.

        If we are unable to complete a business combination by June 19, 2009 and must dissolve and liquidate our assets, the funds in the trust account would be distributed pro rata to the Aldabra stockholders (other than holders of Private Shares, who have waived any right to any liquidating distribution with respect to the Private Shares). The per-share liquidating distribution could be less than approximately $9.71 because of claims or potential claims of creditors. We cannot assure you that the actual per share liquidation price will not be less than $9.71.

        In addition, our outstanding warrants are not entitled to participate in a liquidating distribution, and the warrants will therefore expire and become worthless if we dissolve and liquidate before completing a business combination. Furthermore, the Private Shares held by the Aldabra Insider Stockholders will also be worthless, as Aldabra Insider Stockholders have agreed that they are not entitled to receive any liquidation proceeds with respect to such shares.

If we lose our key management and technical personnel, our business may suffer.

        After the Acquisition, we will rely upon a relatively small group of key managers who have extensive experience in the paper and packaging and newsprint businesses. We do not expect to maintain any key man insurance. The loss of management or an inability to attract or retain other key individuals following the Acquisition could materially and adversely affect our business. We will seek to compensate management, as well as other employees, through competitive salaries, bonuses and other incentive plans, but there can be no assurance that these programs will allow us to retain key management executives or hire new key employees.

Members of Aldabra's board of directors have interests in the Acquisition that are different from the interests of Aldabra's common stockholders. If the Acquisition is not approved, there is a possibility that their shares could become worthless.

        In considering the recommendation of our board of directors to vote to approve the Acquisition, you should be aware that its members have arrangements that provide them with interests in the Acquisition that differ from, or are in addition to, those of our stockholders generally. Our directors, as holders of Private Shares, have waived their respective rights to participate in any liquidation distribution with respect to shares acquired by them prior to our IPO offering. Therefore, if the Acquisition is not approved and Aldabra does not consummate a business combination prior to June 19, 2009, their Private Shares and Aldabra Insider Warrants will become worthless. Alternatively, if the Acquisition is approved, Aldabra's officers and directors will benefit because they will continue to hold their Aldabra shares. Furthermore, Messrs. Leight and Weiss and/or trusts established for the benefit of their respective families have an ownership interest in MDCP IV of approximately 0.0124%

32


(approximately 1/80th of 1%) and 0.0248% (approximately 1/40th of 1%), respectively, which beneficially owns approximately 76.7% of the Seller. Therefore, the personal and financial interests of our board of directors may have influenced their motivation in identifying and selecting a target business and completing a business combination before June 19, 2009 (the time frame required by our charter). As a result, their discretion in identifying and selecting a suitable target business may have resulted in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination were appropriate and in our stockholders' best interests. For a more detailed discussion of these interests, see "Interests of Certain Persons in the Acquisition."

If Aldabra's stockholders exercise their right to convert their shares into cash, Aldabra's current stockholders could end up owning as little as 51% of Boise Paper Company's shares, and Boise Paper Company may incur additional indebtedness.

        After giving effect to the Acquisition, our stockholders prior to the closing of the Acquisition will become the owners of approximately 60% of Boise Paper Company's outstanding common stock, assuming none of our stockholders exercise their conversion rights and based on the other assumptions set forth in the pro forma financial statements. See "Unaudited Pro Forma Condensed Consolidated Financial Statements." However, if the holders of up to 39.99% of the IPO Shares exercise their conversion rights, the number of shares of our common stock outstanding after the Acquisition would decrease and, as a result, the remaining stockholders will end up owning as little as 51% of Boise Paper Company's common stock on a fully-diluted basis and will have to issue an additional subordinated promissory note of approximately $108 million under the same assumptions.

        Pursuant to our charter, holders of IPO Shares may vote against the Acquisition and contemporaneously demand that we convert their IPO Shares into pro-rata portions of the trust fund as of the Record Date. We will not consummate the Acquisition if holders of 40% or more of the IPO Shares exercise these conversion rights. To the extent the Acquisition is consummated and holders demand to convert their shares, the amount of cash in our trust fund available for our use to fund the purchase price to be paid to the Seller would decrease and, as a result, we would need to pay the balance of the purchase price through the issuance of additional Aldabra common stock, cash or a subordinated promissory note or a combination thereof.

The expected amount of post-Acquisition indebtedness could adversely affect Aldabra's financial condition and impair its ability to operate BPC.

        Assuming the Acquisition is consummated and none of the Aldabra stockholders exercise their conversion rights, BPC will have approximately $946 million of outstanding indebtedness (approximately $1,115 million of indebtedness, consisting of approximately $1,007 million under the new credit facilities and approximately $108 million under the subordinated promissory note to the Seller, if 39.99% of Aldabra stockholders exercise their conversion rights). The level of indebtedness incurred by Aldabra in connection with the Acquisition could have important consequences on our business, financial condition and operating results, including the following:

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BPC's operations may not be able to generate sufficient cash flows to meet Aldabra's debt service obligations.

        Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures depends on our ability to generate cash from BPC's future operations. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. As a result, it is possible that BPC may not generate sufficient cash flow from its operations to enable us to repay our indebtedness and to fund other liquidity needs.

        The indebtedness to be incurred by us under the new credit facilities will bear interest at variable rates, in which case increases in interest rates would cause our debt service requirements to increase. In such a case, we might need to refinance or restructure all or a portion of our indebtedness on or before maturity. However, we may not be able to refinance any of our indebtedness, including the new credit facilities, on commercially reasonable terms, or at all. Following the Acquisition, our expected debt service obligation assuming interest rates at November 30, 2007, is initially estimated to be approximately $89 million in cash interest payments and fees per annum (assuming none of Aldabra's conversion rights are exercised), which amount will be reduced each year in accordance with scheduled debt amortization payments, if made. In addition, debt service requirements will also include scheduled annual principal payments starting at $11.0 million during 2008 (assuming the Acquisition is completed on December 31, 2007) and will rise to a maximum of $441.8 million in 2015.

        If, however, the holders of up to 39.99% of the IPO Shares exercise their conversion rights, the number of shares of Aldabra common stock outstanding after the Acquisition would decrease and, as a result, the remaining stockholders would end up owning as little as 51% of BPC's common stock on a fully-diluted basis and would have to issue an additional subordinated promissory note of approximately $108 million, thereby increasing total indebtedness to approximately $1,115 million (consisting of approximately $1,007 million under the new credit facilities which is net of original issue discount and approximately $108 million under the subordinated promissory note to the Seller). The debt service requirements on this increased amount assuming interest rates at November 30, 2007, therefore, would be approximately $110 million in cash interest payments and fees per annum, which amount will be reduced each year in accordance with scheduled debt amortization payments, if made. In addition, debt service requirements will also include scheduled annual principal payments starting at $11.0 million during 2008 (assuming the Acquisition is completed on December 31, 2007) and will rise to a maximum of $441.8 million in 2015.

        These above estimates are based on the terms set forth in the Debt Commitment Letter. The terms, including pricing and amortization, are subject to change and any such changes may be material. See "—The terms of Aldabra's new credit facilities have not been finalized and are subject to market risk." If we cannot service or refinance our indebtedness, we may have to take actions such as selling

34


assets, seeking additional equity or reducing or delaying capital expenditures, any of which could have a material adverse effect on our operations and financial condition.

A default under Aldabra's indebtedness may have a material adverse effect on its business and financial condition.

        In the event of a default under our new credit facilities, the lenders generally would be able to declare all of such indebtedness, together with interest, to be due and payable. In addition, borrowings under the new credit facilities are secured by first- and second-priority liens, as applicable, on all of our assets and our subsidiaries' assets (which include BPP assets), and in the event of a default under those facilities, the lenders generally would be entitled to seize the collateral. Moreover, upon the occurrence of an event of default, the commitment of the lenders to make any further loans would be terminated. Accordingly, a default under any debt instrument, unless cured or waived, would likely have a material adverse effect on our overall business, the results of our operations and our financial condition.

Aldabra's loan commitments could expire before Aldabra is able to consummate the Acquisition.

        Aldabra Sub LLC entered into a commitment letter with the Commitment Parties with respect to a $250 million senior secured Tranche A term loan facility, a $475 million senior secured Tranche B term loan facility, a $250 million senior secured revolving credit facility and a $200 million (which amount may be increased up to $260.7 million) senior secured second lien term loan facility, to provide financing for the Acquisition. This commitment is subject to the lack of a material change in our financial condition and the financial condition of BPP, legal requirements such as the granting of security interests for the benefit of the lenders, and other matters that are in addition to the conditions under the purchase agreement. Accordingly, while we believe that we will satisfy such conditions, there can be no assurance that we will and thereby obtain the funding contemplated by such commitment letter. In addition, this commitment has an expiration date of February 28, 2008, and it is therefore possible that the lender's commitment could expire before the Acquisition is consummated. If such an event were to occur, we might not be able to obtain an extension of the current commitment, and we might also be unable to obtain a replacement commitment on the same or similar terms prior to the termination date of the purchase agreement (which is September 7, 2008). If the commitment had to be replaced on less favorable terms, the Acquisition could become less attractive to our stockholders, and in more extreme situations the loss of the original commitment could affect the feasibility of consummating the Acquisition.

Servicing debt could limit funds available for other purposes.

        Following the Acquisition, we will use cash from operations to pay the principal and interest on our debt. These payments will limit funds available for other purposes, including expansion of our operations through acquisitions, funding future capital expenditures and the payment of dividends.

The terms of Aldabra's new credit facilities have not been finalized and are subject to market risk.

        The terms of Aldabra's new credit facilities described under "Acquisition Financing" have not been finalized and are subject to market risk. The economic terms of the indebtedness are subject to change if GSCP determines that such changes are reasonably necessary to facilitate the successful syndication of the credit facilities. Adverse market conditions could result in higher than expected interest rates (or additional OID), changes in the amortization schedule, restructuring of the facilities or subject Aldabra to covenants and restrictions that are in addition to, or are more restrictive than, those currently expected.

35

Aldabra's new credit facilities will contain restrictive covenants that will limit Aldabra's overall liquidity and corporate activities.

        The new credit facilities will impose operating and financial restrictions that will limit our ability to:


        We will need to seek permission from the lenders in order to engage in certain corporate actions. The lenders' interests may be different from ours, and no assurance can be given that we will be able to obtain the lenders' permission when needed. This may prevent us from taking actions that are in our stockholders' best interest.

        The new credit facilities also require us to achieve specified financial and operating results and maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control, and these types of restrictions could:


The consideration to be paid as part of the Acquisition is subject to change, and the exact consideration is not determinable at this time.

        The Acquisition consideration consists of cash and stock (and under certain conditions, a subordinated promissory note) equal to $1,625,000,000 plus or minus an incremental amount equal to the sum of (i) the Paper Group's cash and cash equivalents (expected to be $38,000,000), (ii) plus or minus the amount by which the net working capital of the paper and packaging and newsprint businesses of the Seller is greater or less than $329,000,000 (as applicable), and (iii) plus the amount (if any) by which Aldabra's net working capital is less than $404,350,800, in each case calculated as of the Adjustment Calculation Time. The actual cash portion of the total purchase price will equal the amount of Aldabra's cash at closing (including the aggregate amount of cash held in the trust fund account, but excluding any amounts paid upon exercise by Aldabra stockholders of conversion rights), less transaction expenses plus the amount of the net proceeds from the Debt Financing, but will not in any event be less than the Minimum Cash Amount. The balance of the total purchase price will be paid in Aldabra common stock, with the Aldabra common stock valued based upon an Average Trading Price that will not be higher than $10.00 or lower than $9.54. Assuming an Average Trading Price of $9.77 (the midpoint of the range) and based upon the other assumptions set forth in the unaudited pro forma financial statements, (i) in the case of no exercise of conversion rights, Aldabra will issue to the

36


Seller 34,510,747 shares of Aldabra common stock, or (ii) in the case of maximum exercise of conversion rights, Aldabra (a) will incur additional indebtedness of approximately $61 million under the second lien facility and $108 million in the form of a subordinated promissory note issued by Aldabra to the Seller and (b) will issue to the Seller 33,813,977 shares of Aldabra common stock. See "Unaudited Pro Forma Condensed Consolidated Financial Statements." The exact number of shares to be issued cannot be determined at this time, since the Average Trading Price, cash and net working capital adjustments (which will affect the total purchase price) and the Cash Portion cannot be calculated at this time. The purchase agreement provides that the Seller will not receive shares that would cause it to hold in excess of 49% of Aldabra's common stock immediately following the closing of the Acquisition, and Aldabra will instead pay the Seller an amount equal to the value of the shares that would otherwise cause it to hold more than 49% (valued at the Average Trading Price) or through the issuance of a subordinated promissory note.

Registration rights held by the Seller and certain Aldabra stockholders may have an adverse effect on the market price of Aldabra's common stock.

        An investor rights agreement to be entered into as a condition for the completion of the Acquisition will provide for registration rights with respect to: (1) shares held by the Aldabra stockholders who are a party to the investor rights agreement (the "Aldabra Registrable Securities"); (2) the Seller Registrable Securities; and (3) shares held by other Aldabra stockholders party to the investor rights agreement (the "Other Registrable Securities"). Assuming that none of our stockholders exercise their conversion rights and based upon the other assumptions set forth in the pro forma financial statements, approximately 44,860,747 million (or approximately 52% of our outstanding common stock) would have registration rights. See "Unaudited Pro Forma Condensed Consolidated Financial Statements."

        After the consummation of the Acquisition, holders of the Seller Registrable Securities or the Aldabra Registrable Securities will have the right to demand registration under the Securities Act of all or a portion of their registrable securities subject to amount and time limitations. Holders of the Seller Registrable Securities may demand five long-form registrations and an unlimited number of short-form registrations, while holders of Aldabra Registrable Securities may demand two long-form registrations and an unlimited number of short-form registrations. The minimum aggregate offering value of the securities required to be registered must equal at least $25,000,000 for long-form registrations and $5,000,000 for short-form registrations.

        Additionally, whenever (i) we propose to register any of our securities under the Securities Act (ii) and the method we select would permit the registration of registrable securities, holders of Aldabra Registrable Securities, the Seller Registrable Securities or Other Registrable Securities will have the right to request the inclusion of their registrable securities in such registration. The resale of these shares in the public market upon exercise of the registration rights described above could adversely affect the market price of our common stock or impact our ability to raise additional equity capital.

Delaware law and the proposed amended and restated charter documents may impede or discourage a takeover that Aldabra's stockholders may consider favorable.

        The provisions of our amended and restated charter that will be put into effect in connection with the Acquisition may deter, delay or prevent a third party from acquiring us. These provisions include:

37

        These provisions could have the effect of delaying, deferring or preventing a change in control, discourage others from making tender offers for our shares, lower the market price of our stock or impede the ability of our stockholders to change our management, even if such changes would be beneficial to our stockholders.

Stockholders of Aldabra may not receive dividends because of restrictions in the new credit facilities, Delaware law and state regulatory requirements.

        Our ability to pay dividends will be restricted by our new credit facilities, as well as Delaware law and state regulatory authorities. Under Delaware law, our board of directors may not authorize payment of a dividend unless it is either paid out of our capital surplus, as calculated in accordance with the DGCL, or, if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. To the extent we do not have adequate surplus or net profits, we will be prohibited from paying dividends.

If Aldabra is unable to obtain a listing of its securities on the NYSE or the NASDAQ Global Market, then it may be more difficult for its stockholders to sell their securities.

        Shares of Aldabra common stock, warrants and units are currently traded on the American Stock Exchange. Aldabra plans to apply to have the common stock and warrants listed on the NYSE or the NASDAQ Global Market upon consummation of the Acquisition. The listing of the Aldabra common stock, warrants and units on the NYSE or the NASDAQ Global Market is not a condition to the Acquisition and the possible quotation of Aldabra's securities on either such national securities exchange is uncertain. If Aldabra is unable to obtain a listing or approval of trading of its securities on the NYSE or the NASDAQ Global Market, then it may be more difficult for its stockholders to sell their securities.

The post-Acquisition business may incur increased costs as a result of having publicly-traded equity securities.

        We will continue to have publicly-traded equity securities following the Acquisition, and as a result, we will incur significant legal, accounting and other expenses that BPP did not incur as part of a private company with public debt. In addition, the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC, the NYSE and the NASDAQ Global Market have required changes in corporate governance practices of public companies. These new rules and regulations have increased legal and financial compliance costs and made activities more time-consuming and costly. For example, as a result of having publicly-traded equity securities, we will be required to have a majority of independent directors and to create additional board committees, such as audit, compensation, and nominating and corporate governance committees. These new rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.

If third parties bring claims against us, the proceeds held in trust may be reduced, and the per share liquidation price received by you could be less than $9.71 per IPO Share.

        As of November 1, 2007, the value of the trust fund was approximately $401,822,471, net of accrued expenses and taxes, or approximately $9.71 per IPO Share. The proceeds deposited in the trust

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account could, however, become subject to the claims of Aldabra's creditors (which could include vendors and service providers it has engaged to assist Aldabra in any way in connection with its search for a target business and that are owed money by Aldabra, as well as target businesses themselves), which could have higher priority than the claims of its public stockholders to the extent that these vendors have not signed waivers. Messrs. Leight and Weiss have personally agreed, pursuant to agreements with Aldabra and Lazard Capital Markets LLC that, if Aldabra liquidates prior to the consummation of a business combination, they will be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by Aldabra for services rendered or contracted for or products sold to Aldabra in excess of the net proceeds of the offering not held in the trust account, but only if, and to the extent, the claims reduce the amounts in the trust account (not including allowable expenses up to $3,100,000). We cannot assure you, however, that Messrs. Leight and Weiss would be able to satisfy those obligations. Furthermore, Messrs. Leight and Weiss will not have any personal liability as to any claimed amounts owed to a third party (including target businesses) that executed a waiver. If a claim were made that resulted in Messrs. Leight and Weiss having personal liability and they refused to satisfy their obligations, Aldabra would have a fiduciary obligation to bring an action against them to enforce Aldabra's indemnification rights and would accordingly bring such an action against them. Accordingly, the actual per IPO Share liquidation price could be less than approximately $9.71, due to claims of creditors. Additionally, in the case of a prospective target business that did not execute a waiver, such liability will only be in an amount necessary to ensure that holders of IPO Shares receive no less than $10.00 per share upon liquidation. Furthermore, if Aldabra is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Aldabra that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Aldabra's bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you that Aldabra will be able to return to its public stockholders at least $9.71 per IPO Share.

        Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, in the event of a liquidation, it is Aldabra's intention to make liquidating distributions to its stockholders as soon as reasonably possible after June 19, 2009 and, therefore, Aldabra does not intend to comply with those procedures. As such, Aldabra's stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of such date. Because Aldabra will not be complying with Section 280, Section 281(b) of the DGCL requires Aldabra to adopt a plan that will provide for Aldabra's payment, based on facts known to Aldabra at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against Aldabra within the subsequent 10 years. Accordingly, Aldabra would be required to provide for any claims of creditors known to it at that time or those that it believes could be potentially brought against it within the subsequent 10 years prior to its distributing the funds in the trust account to its public stockholders. However, because Aldabra is a blank check company, rather than an operating company, and its operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from Aldabra's vendors and service providers (such as accountants, lawyers, investment bankers, etc.) and potential target businesses. All vendors, service providers and prospective

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target businesses are asked to execute agreements with Aldabra, waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result, the claims that could be made against Aldabra will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. Aldabra therefore believes that any necessary provision for creditors will be reduced and should not have a significant impact on its ability to distribute the funds in the trust account to its public stockholders should a liquidation be necessary. Nevertheless, we cannot assure you of this fact, as there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. A court could also conclude that such agreements are not legally enforceable. As a result, if Aldabra liquidates, the per-share distribution from the trust account could be less than $9.71 due to claims or potential claims of creditors.

        If Aldabra is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against the Company that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by Aldabra's stockholders. Furthermore, because Aldabra intends to distribute the proceeds held in the trust account to its public stockholders promptly after June 19, 2009 (in the event of a liquidation), this result may be viewed or interpreted as giving preference to Aldabra's public stockholders over any potential creditors regarding access to, or distributions from, Aldabra's assets. Furthermore, Aldabra's board may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Aldabra to claims of punitive damages by paying public stockholders from the trust account prior to addressing the claims of creditors. Aldabra cannot assure you that claims will not be brought against it for these reasons.

If Aldabra fails to maintain effective systems for disclosure and internal controls over financial reporting as a result of the Acquisition, it may be unable to comply with the requirements of Section 404 of the Sarbanes Oxley Act in a timely manner.

        Section 404 of the Sarbanes-Oxley Act will require us to document and test the effectiveness of our internal controls over financial reporting in accordance with an established internal control framework and to report on our conclusion as to the effectiveness of the internal controls. It will also require an independent registered public accounting firm to test our internal controls over financial reporting and report on the effectiveness of such controls for our fiscal year ending December 31, 2008 and subsequent years. An independent registered public accounting firm will also be required to test, evaluate and report on the completeness of our assessment. It may cost us more than we expect to comply with these controls and procedure-related requirements. If we discover areas of internal controls that need improvement, we cannot be certain that any remedial measures taken will ensure that we implement and maintain adequate internal controls over financial processes and reporting in the future. Any failure to implement requirements for new or improved controls, or difficulties encountered in their implementation could harm our operating results or cause us to fail to meet our reporting obligations.


Risks Related to BPP's Business

The paper industry is cyclical. Fluctuations in the prices of and the demand for BPP's products could result in smaller profit margins and lower sales volumes.

        Historically, economic and market shifts, fluctuations in capacity, and changes in foreign currency exchange rates have created cyclical changes in prices, sales volumes, and margins for BPP's products. The length and magnitude of industry cycles have varied over time and by product but generally reflect changes in macroeconomic conditions and levels of industry operating capacity. Most of BPP's paper

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products, including its cut-size office paper, containerboard, and newsprint, are commodities that are widely available from other producers. Even BPP's non-commodity products, such as premium papers, are impacted by commodity product prices since the prices of these grades is often tied to commodity prices. Commodity products have few distinguishing qualities from producer to producer, and as a result competition for these products is based primarily on price, which is determined by supply relative to demand.

        The overall levels of demand for the commodity products BPP makes and distributes, and consequently its sales and profitability, reflect fluctuations in levels of end-user demand, which depend in large part on general macroeconomic conditions in North America and regional economic conditions in BPP's markets, as well as foreign currency exchange rates. For example, demand for BPP's paper products fluctuates with levels of employment, the state of durable and nondurable goods industries, prevailing levels of advertising and print circulation, and the availability of functional substitute products and technologies. In recent years, particularly since 2000, demand for some grades of paper such as forms and envelopes, has decreased as electronic transmission and document storage alternatives have become more prevalent. Newsprint demand in North America has been in decline for decades as electronic media has increasingly displaced paper as a medium for information and communication.

        Industry supply of commodity paper products is also subject to fluctuation, as changing industry conditions can influence producers to idle or permanently close individual machines or entire mills. In addition, to avoid substantial cash costs in connection with idling or closing a mill, some producers will choose to continue to operate at a loss, sometimes even a cash loss, which could prolong weak pricing environments due to oversupply. Oversupply in these markets can also result from producers introducing new capacity in response to favorable short-term pricing trends.

        Industry supply of commodity paper products is also influenced by overseas production capacity, which has grown in recent years and is expected to continue to grow. In recent years, papermaking capacity has been dramatically increased, particularly in Asia. While the weakness of the U.S. dollar has mitigated the levels of imports in recent years, a strengthening of the U.S. dollar in the future would likely increase imports of commodity paper products from overseas, putting downward pressure on prices.

        Prices for all of BPP's products are driven by many factors outside its control, and it has little influence over the timing and extent of price changes, which are often volatile. Market conditions beyond BPP's control determine the prices for its commodity products, and as a result, the price for any one or more of these products may fall below the corresponding cash production costs, which would require BPP to either incur short-term losses on product sales or cease production at one or more of its manufacturing facilities. Therefore, BPP's profitability with respect to these products depends on managing its cost structure, particularly raw materials and energy prices, which represent the largest components of its operating costs and can fluctuate based upon factors beyond its control, as described below. If the prices of BPP's products decline, or if its raw materials or energy costs increase, or both, then its sales and profitability could be materially and adversely affected.

BPP faces strong competition in its markets.

        The paper and packaging and newsprint industry is highly competitive, and BPP faces competition from numerous competitors, domestic as well as foreign. Some of BPP's competitors are large, vertically-integrated companies that have greater financial and other resources, greater manufacturing economies of scale, greater energy self-sufficiency, and/or lower operating costs as compared to BPP. Recent industry consolidation has exacerbated this risk as major industry players have merged to create competitors substantially larger than BPP. Some of BPP's competitors have less indebtedness than BPC will after the Acquisition is consummated, and therefore more of their cash will be available for

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business purposes other than debt service. As a result, BPC may be unable to compete with other companies in the market during the various stages of the business cycle and particularly during any downturns.

BPP's manufacturing businesses may have difficulty obtaining logs and fiber at favorable prices or at all.

        Wood fiber is BPP's principal raw material, and it accounted for approximately 28% and 14% of the aggregate cost (defined as materials, labor, and other operating expenses, including fiber costs from related parties) for the Seller's paper and packaging and newsprint segments, respectively, in 2006. Wood fiber is a commodity, and prices have historically been cyclical. In addition, availability of wood fiber is often negatively affected if demand for building products declines since wood fiber, including wood chips, sawdust and shavings, is a by-product in the manufacture of building products. Environmental litigation and regulatory developments have caused, and may cause in the future, significant reductions in the amount of logs and fiber available for commercial harvest in the United States. These reductions have caused the closure of paper and plywood and lumber operations in some of the geographic areas in which BPP operates. In addition, future domestic or foreign legislation and litigation concerning the use of timberlands, the protection of endangered species, the promotion of forest health, and the response to and prevention of catastrophic wildfires could also affect log and fiber supply. Availability of harvested logs and fiber may be further limited by fire, insect infestation, disease, ice storms, windstorms, hurricanes, flooding, and other natural and man-made causes, thereby reducing supply and increasing prices. Wood fiber pricing is subject to regional market influences, and BPP's cost of wood fiber may increase in particular regions due to market shifts in those regions. Any sustained increase in wood fiber prices would increase BPP's operating costs, and it may be unable to increase prices for its products in response to increased wood fiber costs due to additional factors affecting the demand or supply of its products. In addition, since BPP uses wood-based biomass ("hog fuel") as an alternative energy source, an increase in wood fiber costs or a reduction in availability can increase the price of, or reduce the total usage of, hog fuel, which could result in higher energy costs for BPP.

Further increases in the cost of BPP's purchased energy or chemicals would lead to higher manufacturing costs, thereby reducing its margins.

        Energy is one of BPP's most significant costs, and it accounted for approximately 15% of the aggregate cost (defined as materials, labor, and other operating expenses, including fiber costs from related parties) for the Seller's paper and packaging and newsprint segments, in 2006. While BPP has made a concerted effort to increase energy efficiency, it is still negatively impacted by rising energy prices. Energy prices, particularly for electricity, natural gas, and fuel oil, have been volatile in recent years and currently exceed historical averages. These fluctuations impact BPP's manufacturing costs and contribute to earnings volatility. BPP has some flexibility to switch between fuel sources; however, it has significant exposure to natural gas, fuel oil, and hog fuel price increases. Increased demand for these fuels (which could be driven by cold weather) or further supply constraints could drive prices higher. The electricity rates charged to BPP are impacted by the increase in natural gas prices, although the degree of impact depends on each utility's mix of energy resources and the relevant regulatory situation.

        Other raw materials BPP uses include various chemical compounds, such as precipitated calcium carbonate, sodium chlorate, sodium hydroxide and dyes. Purchases of chemicals accounted for approximately 14% and 5% of the aggregate cost (defined as materials, labor, and other operating expenses, including fiber costs from related parties) for the Seller's paper and packaging and newsprint segments, respectively, in 2006. The costs of these chemicals have been volatile historically and are influenced by capacity utilization, energy prices, and other factors beyond the control of BPP.

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        For BPP's products, the relationship between industry supply and demand, rather than changes in the cost of raw materials, determines BPP's ability to increase prices. Consequently, BPP may be unable to pass increases in its operating costs to its customers in the short term. Any sustained increase in chemical or energy prices would reduce BPP's operating margins and potentially require it to limit or cease operations of one or more of its machines or facilities.

Some of BPP's paper products are vulnerable to long-term declines in demand due to competing technologies or materials.

        BPP's uncoated free sheet paper and newsprint compete with electronic transmission, document storage alternatives, and paper grades BPP does not produce. As the use of these alternatives grow, demand for paper products may shift from one grade of paper to another or be eliminated altogether. For example, demand for newsprint has declined and may continue to decline as newspapers are replaced with electronic media, and demand for BPP's uncoated free sheet paper for use in pre-printed forms has declined and may continue to decline as the use of desktop publishing and on-demand printing continues to displace traditional forms. Demand for BPP's containerboard may decline as corrugated paper packaging may be replaced with other packaging materials, such as plastic. Any substantial shift in demand from BPP's products to competing technologies or materials could result in a material decrease in sales of BPP's products. The increase in imports also has negatively influenced demand for domestic containerboard, as more products are manufactured and packaged offshore.

A material disruption at one of BPP's manufacturing facilities could prevent it from meeting customer demand, reduce its sales, and/or negatively impact its net income.

        Any of BPP's manufacturing facilities, or any of BPP's machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:

        Future events may cause shutdowns, which may result in downtime and/or cause damage to BPP's facilities. Any such downtime or facility damage could prevent BPP from meeting customer demand for its products and/or require BPP to make unplanned capital expenditures. If BPP's machines or facilities were to incur significant downtime, BPP's ability to meet its production capacity targets and satisfy customer requirements would be impaired, resulting in lower sales and net income.

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BPP's operations require substantial capital, and it may not have adequate capital resources to provide for all of its capital requirements.

        BPP's manufacturing businesses are capital-intensive, and BPP regularly incurs capital expenditures to expand its operations, maintain its equipment, increase its operating efficiency, and comply with environmental laws. During 2006, BPP's total capital expenditures, excluding acquisitions, were approximately $109 million, including approximately $41 million for maintenance capital (replacements) and approximately $7 million for environmental expenditures. BPP expects to spend approximately $140 million, excluding acquisitions, on capital expenditures during 2007, including approximately $46 million related to upgrades to the Wallula #3 paper machine (the "Wallula #3 machine") to convert one of its machines to be able to produce specialty paper grades in addition to commodity grades, approximately $59 million for maintenance capital (replacements) and approximately $4 million for environmental expenditures. Capital expenditures for BPP are expected to be between $100 million and $125 million annually over the next five years, excluding acquisitions or major capital projects.

        If BPP requires funds for operating needs and capital expenditures beyond those generated from operations, it may not be able to obtain them on favorable terms, or at all. In addition, debt service obligations will reduce BPP's available cash flows. If BPP cannot maintain or upgrade its equipment as it requires or ensure environmental compliance, it could be required to cease or curtail some of its manufacturing operations or it may become unable to manufacture products that can compete effectively in one or more of its markets.

BPP's operations are affected by its relationship with OfficeMax.

        BPP operated as a business unit of OfficeMax until the 2004 Transaction, when BPP was acquired by the Seller's parent company (the "2004 Transaction"). OfficeMax has continued to hold a 19.9% indirect ownership interest in the Seller since the 2004 Transaction and will continue to retain an indirect ownership stake in Seller (and thus an indirect stake in BPP) post-Acquisition. The Seller also currently has an agreement in place whereby it receives or makes an additional payment to Office Max each year based on changes in paper prices. This agreement will be terminated as a result of the Acquisition, and consequently, BPC will neither receive payments from, nor make payments to, Office Max under this agreement. Pursuant to a 2004 paper supply contract, OfficeMax is required to purchase its North American requirements for certain grades of paper from BPP. BPP anticipates that OfficeMax will continue to be BPP's largest customer and that it will continue to depend on OfficeMax's distribution network for a substantial portion of BPP's uncoated free sheet sales in the future. Any significant deterioration in OfficeMax's financial condition or BPP's relationship with OfficeMax, or a significant change in OfficeMax's business strategy, could result in OfficeMax ceasing to be BPP's customer, or failing to satisfy its contractual obligations to BPP, or simply result in lower uncoated free sheet (cut size) paper sales through OfficeMax, which in turn could reduce BPP's sales.

BPP is subject to significant environmental regulation and environmental compliance expenditures, as well as other potential environmental liabilities.

        BPP is subject to a wide range of general and industry-specific environmental laws and regulations, particularly with respect to air emissions, wastewater discharges, solid and hazardous waste management, and site remediation. BPP's capital expenditures for environmental compliance were approximately $7 million, $16 million, and $5 million in 2006, 2005, and 2004, respectively, and BPP expects to incur approximately $4 million in 2007. BPP expects to continue to incur significant capital and operating expenditures in order to maintain compliance with applicable environmental laws and regulations. If BPP fails to comply with applicable environmental laws and regulations, it may face civil or criminal fines, penalties, or enforcement actions, including orders limiting its operations or requiring corrective measures, installation of pollution control equipment, or other remedial actions.

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        As an owner and operator of real estate, BPP may be liable under environmental laws for cleanup and other damages (including tort liability) resulting from releases of hazardous substances on or from its properties. BPP may have liability under these laws whether or not it knew of, or was responsible for, the presence of these substances on its property, and in some cases, its liability may not be limited to the value of the property.

        The purchase and sale agreement governing the 2004 Transaction contained customary representations, warranties, covenants, and indemnification rights in favor of the Seller's parent entity (as the purchaser thereunder) and Boise White Paper, BP&N and Boise Transportation (as "permitted affiliate purchasers" thereunder); therefore, after the Acquisition is consummated the Paper Group will continue to have unlimited indemnification rights against OfficeMax for certain pre-closing liabilities, including for hazardous substance releases and other environmental violations that occurred prior to the 2004 Transaction or that arose out of pre-2004 operations at the businesses, facilities, and other assets purchased by the Seller. However, OfficeMax may not have sufficient funds to fully satisfy its indemnification obligations when required. Furthermore, BPP is not entitled to indemnification for liabilities incurred due to releases and violations of environmental laws occurring after the 2004 Transaction.

        Enactment of new environmental laws or regulations or changes in existing laws or regulations might require significant expenditures. BPP may be unable to generate funds or other sources of liquidity and capital to fund unforeseen environmental liabilities or expenditures. In addition, BPP may be impacted if carbon emission laws are enacted that require the company to install additional equipment or pay for existing emissions.

Labor disruptions or increased labor costs could adversely affect BPP's business.

        While BPP believes it has good labor relations and has established staggered labor contracts for each of its five paper mills to minimize potential disruptions in the event of a labor dispute, it could experience a material labor disruption or significantly increased labor costs at one or more of its facilities, either in the course of negotiations of a labor agreement or otherwise. Either of these situations could prevent BPP from meeting customer demand or increase costs, thereby reducing its sales and profitability. BPP is expected to have approximately 4,700 employees after the Acquisition is consummated, and approximately 2,675, or 57%, of these employees work pursuant to collective bargaining agreements. The agreement at BPP's Wallula, Washington container plant expires in the fourth quarter of 2007. BPP does not expect material work interruptions or increases in its costs during the course of the negotiations with its collective bargaining units. Nevertheless, if its expectations are not accurate, BPP could experience a material labor disruption or significantly increased labor costs at one or more of its facilities, any of which could prevent BPP from meeting customer demand or reduce its sales and profitability.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

        Some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by looking for forward-looking words such as "may," "expect," "anticipate," "contemplate," "believe," "estimate," "intends," and "continue" or similar words. You should read statements that contain these words carefully because they:

        Examples of forward-looking statements in this proxy statement include references to future prospects of growth in the paper and packaging and newsprint industries, the level of future expenditures by companies and other trends in those markets, the ability to maintain or increase BPP's market share, future operating results, future capital expenditure levels and plans to fund future liquidity needs.

        We believe it is important to communicate our expectations to the Aldabra stockholders; however, there may be events in the future that we are not able to accurately predict or over which we have little or no control. The following factors (among others) may cause actual results to differ materially from the expectations described in our forward-looking statements:

        You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. New risks and uncertainties arise from time to time, and it is impossible to predict these events or how they may affect us. In light of these risks and uncertainties, you should keep in mind that the future events or circumstances described in any of our forward-looking statements might not occur.

        All forward-looking statements included herein attributable to Aldabra or any person acting on Aldabra's behalf are expressly qualified in their entirety by the cautionary statements contained or

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referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

        BEFORE YOU GRANT YOUR PROXY OR INSTRUCT HOW YOUR VOTE SHOULD BE CAST, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF THE EVENTS DESCRIBED IN THE "RISK FACTORS" SECTION AND ELSEWHERE IN THIS PROXY STATEMENT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND RESULTS AND COULD THEREFORE CAUSE A DECLINE IN THE VALUE OF YOUR INVESTMENT.

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THE SPECIAL MEETING

General

        We are furnishing this proxy statement to you as part of the solicitation of proxies by our board of directors for use at the special meeting in connection with the Acquisition proposal, the closing charter amendment proposal, the amended and restated charter proposal, the election of directors proposal, the Incentive Plan proposal and the adjournment proposal. This proxy statement provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

        We will hold the special meeting on [                        ], 2008, at 10:00 a.m., Eastern Standard Time, at Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, NY 10036.

Purpose of the Special Meeting

        At the special meeting we are asking holders of Aldabra common stock:

Recommendation of Aldabra's Board of Directors

        Our board of directors:

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Record Date; Who is Entitled to Vote

        The Record Date for the special meeting is [                        ], 200[    ]. Record holders of our common stock at the close of business on the Record Date are entitled to vote or have their votes cast at the special meeting. On the Record Date, there were 51,750,000 shares of our common stock outstanding, which includes 41,400,000 IPO Shares and 10,350,000 Private Shares.

        Each share of our common stock is entitled to one vote per share at the special meeting. Our issued and outstanding warrants do not have voting rights, and record holders of our warrants will not be entitled to vote at the special meeting.

Quorum

        The holders of a majority of our common stock issued and outstanding and entitled to vote, present in person or represented by proxy, constitutes a quorum at the special meeting.

Voting Your Shares

        Each share of common stock that you own in your name entitles you to one vote; your proxy card shows the number of shares that you own. There are four ways to vote at the special meeting:

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        ABSTENTIONS WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE ACQUISITION PROPOSAL, THE INCENTIVE PLAN PROPOSAL AND THE ADJOURNMENT PROPOSAL, BUT BROKER NON-VOTES WILL HAVE NO EFFECT ON THESE PROPOSALS. NOT VOTING, ABSTENTIONS AND BROKER NON-VOTES WILL HAVE THE SAME EFFECT AS VOTING AGAINST THE CLOSING CHARTER AMENDMENT PROPOSAL AND THE RESTATED CHARTER PROPOSAL. ABSTENTIONS AND BROKER NON-VOTES WILL HAVE NO EFFECT ON THE ELECTION OF DIRECTORS PROPOSAL.

Who Can Answer Your Questions About Voting Your Shares

        If you have any questions about how to vote or direct a vote in respect of your Aldabra common stock, you may contact either Aldabra and its representatives by phone at (212) 710-4100 or MacKenzie Partners, Inc. (our proxy solicitor) by phone at 1-800-322-2885, or by email at proxy@mackenziepartners.com.

No Additional Matters May Be Presented at the Special Meeting

        The special meeting has been called only to consider the adoption of the Acquisition proposal, the closing charter amendment proposal, the amended and restated charter proposal, the election of directors proposal, the Incentive Plan proposal and the adjournment proposal. Under our bylaws, other than procedural matters incidental to the conduct of the meeting, no other matters may be considered at the special meeting if they are not included in the notice of the meeting.

Revoking Your Proxy

        If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

Vote Required of Aldabra Stockholders

        The affirmative vote of the holders of a majority of the IPO Shares voting in person or by proxy at the special meeting is required to approve the Acquisition proposal.

        The affirmative vote of holders of a majority of the shares of our common stock outstanding on the Record Date is required to approve the closing charter amendment proposal and the amended and restated charter proposal. The affirmative vote of a majority of the shares of Aldabra common stock represented in person or by proxy and entitled to vote at the special meeting is required to approve the Incentive Plan proposal and the adjournment proposal. The nine directors to be elected at the special meeting will be elected by a plurality of the votes cast by the stockholders present in person or by proxy and entitled to vote.

        The adoption of the Acquisition proposal is conditioned upon the approval of the closing charter amendment proposal, the amended and restated charter proposal and the election of directors proposal but not the Incentive Plan proposal or the adjournment proposal. The adoption of each of the other proposals, other than the adjournment proposal, is conditioned upon the adoption of the Acquisition proposal.

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Abstentions and Broker Non-Votes

        If you hold your shares of our common stock in "street name" through a broker or other nominee, your broker or nominee will not vote your shares unless you provide instructions on how to vote. You should instruct your broker or nominee how to vote your common stock by following the directions your broker or nominee will provide to you. If you do not provide instructions to your broker or nominee under the rules of the NASD, your broker may not vote your shares. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a "broker non-vote." Abstentions will have the same effect as voting against the Acquisition proposal, the incentive plan proposal and the adjournment proposal, but broker non-votes will have no effect on these proposals. Not voting, abstentions and broker non-votes will have the same effect as voting against the closing charter amendment proposal and the restated charter proposal. Abstentions and broker non-votes will have no effect on the election of directors proposal. Because the approval of the Acquisition proposal is a condition to the approval of the other proposals, other than the adjournment proposal, if the Acquisition is not approved, the other proposals will not take effect.

Conversion Rights

        Pursuant to our charter, holders of IPO Shares voting against the Acquisition proposal will be entitled to, contemporaneously with such vote, demand that we convert their stock into a pro rata share of the trust account. This demand must be made on the proxy card at the same time that the stockholder votes against the Acquisition proposal. If so demanded, and if the Acquisition is completed, we will convert each share of common stock issued in our IPO into a pro rata portion of the trust account in which a substantial portion of the net proceeds of our IPO are held, plus interest earned thereon until two business days prior to consummation of the Acquisition and less any expenses incurred. However, if the holders of 16,560,000 or more IPO Shares, representing 40% or more of the total number of IPO Shares, exercise their conversion rights, then, in accordance with the terms of our charter and the documents governing the trust account, we will not consummate the Acquisition and your shares will not be converted. Based on the amount of cash held in the trust account, net of accrued taxes and expenses as of November 1, 2007, without taking into account any interest earned or expenses incurred after such date, you will be entitled to convert each share of common stock that you hold for approximately $9.71 per share. If you exercise your conversion rights, then you will be converting your shares of our common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the Acquisition and then tender your stock certificate to us. If the Acquisition is not completed, then these shares will not be converted into cash. A stockholder who exercises conversion rights will continue to own any warrants to acquire our common stock owned by such stockholder as such warrants will remain outstanding and unaffected by the exercise of conversion rights. Prior to exercising conversion rights, our stockholders should verify the market price of our common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights. Our shares of common stock are listed on the AMEX under the symbol "AII."

Solicitation Costs

        We are soliciting proxies on behalf of our board of directors. This solicitation is being made by Aldabra and our respective directors, officers and representatives by mail, but solicitations also may be made by telephone, in person, or by other electronic means. These persons will not be paid for doing this. In addition, Lazard Capital Markets LLC and Pali Capital, Inc., two of the underwriters for our IPO, may be assisting our directors and officers in connection with these efforts. In connection with our IPO, we had agreed to pay the underwriters for the IPO an underwriting discount, a portion of which (in the amount of $12,420,000) would not be payable unless and until we completed a business

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combination. We will not pay the underwriters any additional fees in connection with such efforts. We have hired MacKenzie Partners, Inc. to assist in the proxy solicitation process. We will pay all fees and expenses related to the retention of such proxy solicitation firm.

        We will ask banks, brokers, other institutions, nominees, and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Aldabra will reimburse them for their reasonable out-of-pocket expenses.

        AFTER CAREFUL CONSIDERATION OF THE TERMS AND CONDITIONS OF THE ACQUISITION PROPOSAL, THE BOARD OF DIRECTORS OF ALDABRA BELIEVES THAT THE ACQUISITION PROPOSAL IS FAIR TO, AND IN THE BEST INTERESTS OF, ALDABRA AND ITS STOCKHOLDERS AND THAT THE FAIR MARKET VALUE OF BPP IS AT LEAST EQUAL TO 80% OF THE NET ASSETS OF ALDABRA. AFTER CAREFUL CONSIDERATION OF THE TERMS AND CONDITIONS OF ALL OF THE PROPOSALS, THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED ALL OF THE PROPOSALS AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION OF THE PURCHASE AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, THE CLOSING CHARTER AMENDMENT PROPOSAL, THE AMENDED AND RESTATED CHARTER PROPOSAL, THE ELECTION OF DIRECTORS PROPOSAL, THE INCENTIVE PLAN PROPOSAL AND THE ADJOURNMENT PROPOSAL. SEE "PROPOSAL I—THE ACQUISITION PROPOSAL—FACTORS CONSIDERED BY THE ALDABRA BOARD IN APPROVING THE ACQUISITION."

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PROPOSAL I—THE ACQUISITION PROPOSAL

        The discussion in this proxy statement of the Acquisition and the principal terms of the purchase agreement is subject to, and is qualified in its entirety by reference to, the purchase agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated in this proxy statement by reference.

Description of the Acquisition

        Upon completion of the Acquisition, we will own 100% of the units of Boise Paper Holdings, L.L.C., which will in turn own 100% of Boise Paper Products, including 100% of the outstanding equity interests of the Paper Group.

Background of the Acquisition

        The terms of the purchase agreement are the result of arms-length negotiations between our representatives and those of the Seller. The following is a brief discussion of the background of these negotiations and the Acquisition.

        We are a blank check company that was formed on February 1, 2007 to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. We stated in our prospectus relating to our IPO that we intended to focus our efforts on seeking a business combination with a portfolio company currently held by a private equity firm specializing in either leveraged buyouts or venture capital. A registration statement for our IPO was declared effective on June 19, 2007. On June 22, 2007, we consummated our IPO of 41,400,000 units, including 5,400,000 units subject to the underwriters' over-allotment option at an offering price of $10.00 per unit. Each unit consisted of one share of our common stock and one warrant that entitles its holder to purchase one share of our common stock. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $414,000,000. We agreed to pay the underwriters in the offering an underwriting discount of 7% of the gross proceeds of the offering, and the underwriters agreed that 3% ($12,420,000) of that amount would not be payable unless and until we completed a business combination. Simultaneously with consummation of our IPO, Messrs. Leight and Weiss, our chairman and chief executive officer, respectively, each purchased 1,500,000 Insider Warrants from us at $1.00 per warrant in a private placement for an aggregate purchase price of $3,000,000. The Insider Warrants purchased by Messrs. Leight and Weiss are identical to the warrants issued in our IPO except that the Insider Warrants may not be called for redemption and may be exercisable on a "cashless basis" at the holder's option, so long as such securities are held by such purchaser or his affiliates.

        After deducting commissions, offering expenses and a portion of the underwriting discount, the total net proceeds from the offering were approximately $384,380,000. Upon the closing of our IPO, an aggregate of $399,500,000 (including the $3,000,000 of proceeds from the private placement of warrants to our chairman and chief executive officer and the $12,420,000 of deferred underwriters discounts described above) was deposited into a trust fund. Approximately $275,000 was withheld from the trust to pay initial business, legal and accounting due diligence expenses on prospective business combinations, general and administrative expenses and corporate income and franchise taxes. Through November 1, 2007, we have used approximately $735,000 of the net proceeds, including interest earned on the funds in the trust fund, to pay such expenses. The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest and will not be released until the earlier of the consummation of a business combination or our liquidation. As of November 1, 2007, the value of the trust fund was approximately $401,822,471, net of accrued expenses and taxes. Such funds were invested in the Wells Fargo Advantage Prime Investment Money Market Fund, currently earning interest (before accrual for income taxes) of approximately 4.84% per annum. If, by June 19, 2009, we have not completed a business combination, we must promptly liquidate thereafter.

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        Subsequent to our IPO, our officers and directors and other representatives commenced an active search for a prospective operating business. As part of our efforts to identify potential acquisitions, we contacted approximately 150 investment bankers, private equity professionals, business brokers, business owners, lawyers and others to describe our company and share our criteria for a potential acquisition target. During these discussions, we often provided such parties with background materials we had prepared and other information concerning our organization and our search for potential acquisition targets. In many cases, we needed to educate prospective targets about "blank check" companies and explain, from our perspective, the benefits we could offer to them versus other financing or exit alternatives. In addition, we were contacted independently by a number of investment bankers, private equity professionals, business brokers, business owners, lawyers and others who had learned of our June 22, 2007 IPO and were interested in bringing to our attention potential targets. Other than customary non-disclosure agreements and letters waiving potential claims against our trust fund (a "Trust Fund Waiver Letter"), we have not entered into any agreements with any entities through which we identified potential acquisition targets other than BPP.

        The search process described above resulted in referrals to 15 potential candidates. Given the high volume of leads resulting from our level of outreach activity, we adopted a transaction screening methodology aimed at rapidly evaluating each opportunity and were able to quickly eliminate transactions that did not fully meet our acquisition criteria. Beginning on June 22, 2007, we began applying this screening process to all potential candidates. The screening methodology included both financial and strategic factors. First, we applied a general financial analysis to determine the potential transaction size of each opportunity in comparison to our mandated minimum investment amount of 80% of our net assets held in trust. Specifically, we analyzed recent acquisition multiples and current public trading multiples comparable to each potential target, and using such information, determined the approximate enterprise value for each candidate based on the financial data, including revenue, operating profit, cash flow, and earnings, to which we had access. We determined the approximate transaction size by assessing the estimated enterprise value of the target and multiplying that amount by the likely majority or minority ownership stake available to us in any transaction. Simultaneously, we did fundamental research on the business and economic trends driving each candidate's revenue and profit growth. Taken together, if the size of a particular transaction fell below our minimum size requirement or there were no compelling economic trends supporting a candidate's growth or valuation, we eliminated a target transaction from additional in-depth consideration. On that basis, we were able to narrow the total roster of 15 potential targets to a remaining list of 5 candidates other than the Seller with whom we pursued additional discussions.

        Between July 10, 2007 and July 18, 2007, we entered into either a non-disclosure agreement or a Trust Fund Waiver Letter with each of the five potential targets (not including the Seller). In three of these cases, we entered into both a non-disclosure and a Trust Fund Waiver Letter with a candidate. These potential targets included a consumer credit company, an aerospace company, an Eastern European shipping company, an entertainment company and a bio-diesel company. In three of these cases, discussions were terminated because the target company determined it would pursue an auction sale; our search criteria typically excluded candidates selling via auction due to our inability to assess or control the speed of such a sale and our belief that the auction process would not be compatible with our acquisition strategy since our need for a shareholder vote to consummate a transaction, in most cases, put us at a material disadvantage to other auction participants. In the two remaining cases, discussions continued until July 20, 2007, at which time, because we believed that the opportunity of entering into a transaction with the Seller was highly attractive for our shareholders, we ended those discussions, as we were required to do under the terms of the letter of intent we signed with the Seller.

        We elected to pursue a transaction with the Seller rather than with the other companies with which we held preliminary discussions primarily because, in our judgment, BPP had advantages in each of our key screening criteria. BPP possesses a strong management team, is profitable, operates in an

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industry with significant barriers to entry and favorable structural trends, has multiple opportunities for growth, has a number of attractive strategies for the use of the future warrant proceeds, is virtually Sarbanes-Oxley compliant already and, in general, meets the requirements of a company that is "ready to be public." In addition, we believed that the proposed terms of the transaction were favorable to our stockholders and that the likelihood of completing the transaction once a purchase agreement was signed was very high, including the likelihood of raising financing for the transaction.

        Although each of the other potential targets exhibited some or all of these qualities in varying degrees, our management team believed that the combination of BPP's attributes provided the most favorable prospects to increase our stockholder value.

        After consummation of the IPO, during the evening of June 22, 2007, Thomas S. Souleles, a member of the Seller's board of managers and a managing director of MDP, called Mr. Weiss and asked him if he would be interested in exploring a potential transaction between us and the Seller. Mr. Souleles explained that MDP was a substantial indirect stockholder of the Seller and that there might be some assets that the Seller might be interested in selling to, or merging with, Aldabra. Mr. Weiss told Mr. Souleles that he would be interested in looking at a company in the paper industry. Mr. Weiss and Mr. Souleles did not discuss any details of a proposed transaction. Mr. Souleles indicated that he would have to look further into whether such a transaction would even be feasible from a legal and tax perspective, and he would have to talk to the Seller's board and senior management to see if they would be interested in pursuing a transaction with us.

        Mr. Weiss was personally acquainted with Mr. Souleles, with whom he attended law school. In addition, Nathan Leight, our chairman of the board, and Mr. Weiss were both familiar with MDP, having (i) previously made capital contributions of $500,000 and $1,000,000, respectively, in MDCP IV (which investment gives them an indirect interest in the Seller because MDCP IV beneficially owns approximately 76.7% of the Seller); (ii) previously made capital contributions (through trusts established for the benefit of their respective families and in the case of Mr. Leight, also by Mr. Leight individually) of $1,000,000 each in MDCP V; (iii) served as the chairman and chief executive officer, respectively, of Aldabra Acquisition Corporation, which began discussions of a possible transaction with Great Lakes Dredge & Dock Corporation, a portfolio company of MDP, on April 24, 2006 and completed a merger with Great Lakes Dredge & Dock Corporation in December 2006; and (iv) served, along with Mr. Berger (another member of our board), since December 2006 with Mr. Souleles as well as another principal of MDP on the board of directors of Great Lakes Dredge & Dock Corporation (now traded on NASDAQ). See "Interests of Certain Persons in the Acquisition—Aldabra."

        During the week of June 25, 2007, Mr. Souleles and Mr. Weiss communicated several times. Mr. Souleles indicated to Mr. Weiss that he had spoken with Samuel M. Mencoff, one of his partners at MDP, about the idea of a transaction between Aldabra and Boise, and that Mr. Mencoff thought the idea was worth pursuing. Mr. Souleles notified Mr. Weiss that the type of transaction the Seller envisioned was the carving out of certain assets of the Seller and merging with or selling such assets to us, and that he had asked the Seller's counsel, Kirkland & Ellis LLP ("Kirkland & Ellis"), to analyze whether this structure was feasible for the Seller from a tax standpoint. Later that week, Mr. Souleles notified Mr. Weiss that Kirkland & Ellis indicated that based on their initial research a transaction of the type that the Seller was contemplating was feasible. Mr. Souleles began working with one of MDP's financial advisors to analyze comparable company valuations to establish some valuation benchmarks.

        During the week of June 25, 2007, as part of our ongoing review of potential acquisition targets, our representatives began to contact a number of intermediaries as well as potential candidates to discuss potential opportunities. Mr. Leight met with representatives of approximately 11 different banks, law firms and private equity firms to discuss our acquisition criteria. Separately, we were presented an opportunity to consider purchasing assets in an electricity generation business. Our representatives reviewed this transaction and decided that it did not fit our criteria. Our professional

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team also inaugurated weekly telephonic status meetings during which potential transactions or leads were introduced and discussed. All active opportunities were then entered into a tracking log. On the first call, Mr. Weiss mentioned the possibility of a transaction in the paper or forest products industry. Mr. Leight had the team initiate work on an alternative fuel company and the medical device industry in addition to selected other areas of opportunity.

        On June 29, 2007, Mr. Weiss, in response to questions posed by Mr. Souleles, provided Mr. Souleles with a more detailed explanation of our capital structure.

        During the week of July 2, 2007, we started discussions on a number of potential transactions including the potential purchase of a consumer credit company, an aerospace company, and a bio-diesel company. In each case, there were preliminary discussions with the proposed target or its representatives to elicit information on the target company and the industry in which it operates.

        On July 2, 2007, Mr. Souleles communicated to Mr. Weiss about the possibility of two alternative structures for a proposed transaction with the Seller. Over the course of the next several days, Mr. Souleles explained that the Seller operated two different paper businesses: (1) the office papers and specialty paper segment, also known as the paper business and (2) the packaging and newsprint business. Mr. Souleles explained to Mr. Weiss that the proposed transaction could take the form of either the sale by the Seller of the assets comprising the paper business only or the assets comprising the combined paper and packaging and newsprint businesses. Mr. Souleles also indicated to Mr. Weiss that it might not be possible for the Seller to sell the assets of the packaging and newsprint business to us since the Seller was simultaneously considering other alternatives for the sale of the packaging and newsprint business. Messrs. Weiss and Souleles had several conversations about the proposed transaction over the next several days, including discussions of preliminary financial operating figures for the target businesses. Mr. Weiss (after discussions with Mr. Leight) expressed to Mr. Souleles that we had a strong preference for the packaging and newsprint business to be included in any potential transaction because the Company would have a more diversified and therefore, potentially, a more stable business.

        On July 5, 2007, Messrs. Souleles and Weiss discussed EBITDA and leverage multiples for numerous public paper companies in North America. Over the course of the next few days, Messrs. Weiss and Souleles began discussing valuation multiples, which conversations were further informed by Mr. Weiss' conversations with Mr. Leight, Sanjay Arora and Guy Barudin, two employees of Terrapin Partners, LLC, and Michael Powell of Pali Capital, Inc. In response to Mr. Weiss's question about whether the proposed transaction would include the assets of the packaging and newsprint business, Mr. Souleles indicated that he was not able to give a definitive response and that the parties should proceed by negotiating two different transactions: one for the paper business only, and the other for the combined paper and packaging and newsprint businesses.

        While Messrs. Weiss and Souleles continued to explore the possibility of a transaction involving the assets of the paper businesses of the Seller, some of our other members and representatives continued to explore other possible business combination targets with third parties. Mr. Leight and some of our other representatives met with a number of private equity firms to review their portfolio companies. There were a number of potential candidates that resulted from these discussions, including an entertainment company that is a portfolio company of a private equity firm. After preliminary discussions and our review of this opportunity, Mr. Leight requested Pali Capital, Inc. to construct a preliminary financial model to assist in evaluating how much we would be willing to pay for the entertainment company.

        On July 7, 2007, we received a detailed financial model from Pali Capital, Inc. regarding the potential entertainment acquisition. Since the transaction looked feasible, Mr. Leight asked such financial advisor to set up a meeting with the private equity firm to review the transaction in greater detail.

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        During the week of July 9, 2007, we began discussions on additional transaction opportunities in, among others, the global shipping, real estate development and publishing industries.

        On July 11, 2007, some of our representatives met with the private equity firm that is a substantial shareholder of the entertainment company to discuss a potential transaction. Pali Capital, Inc. prepared a revised financial model, which was provided to the private equity firm. The private equity firm executed a Trust Fund Waiver Letter in connection with its discussions with us. The private equity firm also asked us to draft a letter of intent that would be presented to the board of the entertainment company.

        On July 11, 2007, we engaged the law firm of Kramer Levin Naftalis & Frankel LLP to act as our legal advisor in connection with the potential transaction involving the Seller.

        On July 11, 2007, in contemplation of a board meeting of the entertainment company during the upcoming week, Pali Capital, Inc. prepared and distributed to us a revised financial model of the potential entertainment company acquisition and a draft letter of intent.

        On July 12, 2007, for purposes of continuing discussions on valuation for the proposed transaction, Mr. Souleles provided Mr. Weiss with a summary of financial metrics for other paper companies prepared for MDP by one of its financial advisors.

        On July 13, 2007, one of our team members met with the head of the financial institutions group of an investment bank to discuss potential acquisition targets in the alternative asset management industry.

        On July 13, 2007, Mr. Souleles indicated to Mr. Weiss that the Seller was interested in pursuing the proposed transaction and that the Seller's representatives had participated in a conference call to discuss the proposed transaction.

        Over the next several days, Messrs. Souleles and Weiss engaged in further discussions about the proposed transaction. Messrs. Weiss and Leight and other members of our team had internal discussions about the proposed transaction and continued to review information about the paper industry in general and the Seller in particular. After consultations with Mr. Leight, Messrs. Souleles and Weiss agreed on a preliminary valuation for a transaction involving the sale by the Seller to us of the assets of the paper business, and, in the alternative, for a transaction involving the sale by the Seller to us of the assets of both the paper and packaging and newsprint businesses.

        Based on the progression of discussions about a potential transaction between us and the Seller, and the higher level of conviction on our part that the Seller's transaction would create greater shareholder value versus the entertainment transaction being considered by our team, we elected not to proceed with sending a letter of intent to the entertainment company during the weekend of July 13, 2007 and ceased working on that transaction.

        On July 14, 2007, Mr. Souleles indicated to Mr. Weiss that members of the Seller's finance team were putting together projections for the paper businesses, which would be provided to Aldabra.

        During the week of July 16, 2007, a member of our team traveled to London to meet with more than 10 banks, private equity firms and companies to discuss our attributes and philosophy in seeking a potential combination or acquisition with a company that operated primarily outside the United States.

        On July 16, 2007, we provided the Seller with two abbreviated financial models that we created—one for a transaction involving the assets of the paper business and the other for a transaction involving the assets of the combined paper and packaging and newsprint businesses. These models primarily illustrated the implied value per share of the combined company based upon various multiples of enterprise value to EBITDA on a fully-diluted and non-diluted share basis, and also demonstrated projected free cash flow of the combined company. As described below, we continued to revise and

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refine these models, including for purposes of presenting these models to our board of directors. Pali Capital, Inc. also continued to assist us by reviewing and commenting on these models in July and August 2007.

        On July 17, 2007, we sent to the Seller a draft letter of intent proposing a transaction in which we would acquire either the Seller's paper business at an implied enterprise value of $1,087,500,000 based upon a multiple of 6.25x 2007 estimated Adjusted EBITDA for the white paper businesses or the Seller's combined paper and packaging and newsprint businesses at an implied enterprise value of $1,644,500,000 based upon a multiple of 6.5x 2007 estimated Adjusted EBITDA for the BPP business of $253 million, payable in cash and shares of our common stock. Pali Capital, Inc. had assisted us by reviewing and commenting on the draft letter of intent and continued to comment on subsequent versions of the letter of intent later that week. On the same day, our board of directors was informed that a draft letter of intent was delivered to the Seller, and the board was provided with related materials, including our preliminary financial models for each of the two proposed transactions.

        On July 18, 2007, we executed a confidentiality agreement with the Seller and intensified our review of the Seller's paper and packaging and newsprint businesses. On the same day, the Seller executed a Trust Fund Waiver Letter in our favor.

        On July 18, 2007, the Seller responded with comments to the draft letter of intent. Later that day, we forwarded to the Seller a revised letter of intent. The most significant changes to the terms of the transaction as proposed in the letter of intent included: (a) a change in valuation due to a revision in certain assumptions concerning BPP (primarily relating to the amount of debt that the combined company would inherit from the Seller); and (b) clarification that we would only be given an exclusivity period to purchase the paper business.

        Between July 18 and 20, 2007, the parties had multiple discussions about the terms of the letter of the intent with the main issues discussed involving: (i) the Seller's 2007 projections and (ii) the Seller and Aldabra agreeing on $9.77 as the implied price per share of Aldabra common stock for purposes of calculating the value of any equity issued in this transaction, which number was, in turn, based on revised Aldabra projected cash per share calculations contemplating a closing of the transaction at the end of January 2008.

        On July 19, 2007, our board of directors was updated on the status of the discussions between us and the Seller. The board members were provided with an updated version of the letter of intent, valuation models prepared by Aldabra's management, and a copy of a comparable company valuation report prepared for MDP by one of its financial advisors. For a summary of the key information presented in these models that were considered by our board of directors for purposes of the Acquisition, see "Factors Considered by the Aldabra Board in Approving the Acquisition—Financial factors". Our board members were also informed about proposed due diligence steps.

        On July 20, 2007, we came to an agreement on the terms with the Seller and executed a non-binding letter of intent, which proposed a transaction in which we would acquire either (a) the Seller's paper business for $1,111,625,000 based upon a multiple of 6.25x 2007 estimated Adjusted EBITDA of $178.6 million or (b) the Seller's combined paper and packaging and newsprint businesses for $1,649,700,000 based upon a multiple of 6.5x 2007 estimated Adjusted EBITDA of $253.8 million. The letter of intent precluded us from pursuing any other acquisition or business combination other than the contemplated Acquisition by us of the paper business or the paper and packaging and newsprint businesses of the Seller during the period from July 20, 2007 to August 31, 2007. In addition, the Seller was precluded from pursuing any other discussions, transactions or business combinations with respect to the paper business (but explicitly not the packaging and newsprint business) until August 31, 2007.

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        On July 20, 2007, Aldabra's management had a lengthy conversation with a senior officer of Lazard Freres & Co. LLC about the potential Boise transaction. This officer had significant paper industry experience.

        On July 24 and 25, 2007, our team and many of our advisors attended a management presentation given by members of the Seller's management team in Boise, Idaho.

        On July 26, 2007, a telephonic meeting of our board of directors was held to discuss the proposed transaction. The discussion included, among other things, an overview of general trends for the paper industry, the merits of the transaction (including discussion of financial metrics and comparison against other opportunities considered by us), discussion about the July 24-25, 2007 trip to Boise, Idaho and the proposed due diligence process, the proposed hiring of Houlihan Lokey to provide a fairness opinion, and the possible effects of the market's recent decline and liquidity changes on other transactions that we could pursue.

        On July 27, 2007, our board of directors engaged Houlihan Lokey to review the terms of the proposed transaction with the Seller and to render to the board a written opinion as to whether the consideration to be paid by us in the proposed transaction is fair to us from a financial point of view. Houlihan Lokey did not participate in any discussions regarding the determination of the amount of such consideration nor did they assist in structuring the transaction. As legal counsel to the parties negotiated the terms of the purchase agreement and prepared revised drafts, we provided those drafts to Houlihan Lokey so that it would be familiar with the proposed terms of the Acquisition.

        Beginning on July 27, 2007, we were provided with access to an electronic "data room" containing information regarding the Seller's paper and packaging and newsprint businesses. We continued to perform due diligence, employing outside assistance to supplement our internal resources. Ernst & Young LLP and Kramer Levin Naftalis & Frankel LLP were engaged to assist with due diligence and were compensated on arms-length terms that did not include any success fee component based on a closing of the Acquisition. MDP also arranged for us to review due diligence materials that MDP had compiled in its 2004 acquisition of Boise Cascade Corporation.

        From July 31, 2007 through August 2, 2007, our team and our advisors, along with representatives of the Seller and the Seller's advisors traveled for onsite meetings and facilities tours at the Seller's manufacturing plants in Jackson, Alabama; DeRidder, Louisiana; Salt Lake City, Utah; and Wallula, Washington.

        On August 1, 2007, we received a set of comparable public company multiples from Aldabra's financial advisors at Lazard Freres & Co. LLC. Subsequently, on August 7, 2007, Lazard Freres & Co. LLC also sent to us a comparable acquisition multiples analysis for the paper industry.

        On August 8, 2007, we received an initial draft of the purchase agreement from the Seller's legal counsel. Over the course of the next several weeks, Aldabra, the Seller and each party's respective legal counsel negotiated the terms of the purchase agreement and related agreements.

        Throughout the month of August 2007, our board of directors was updated with multiple e-mails on the status of the transaction. Our board of directors was also sent a significant amount of information concerning the paper industry, in general, as well as the Seller, in particular. Such information included, but was not limited to, numerous Wall Street research reports, results of internal and third-party due diligence, and third-party research reports, such as Resource Information Systems Incorporated ("RISI") pricing forecasts.

        Over the course of the next few weeks, our management continued discussions with the Seller to encourage them to include the packaging and newsprint business in the transaction. At all times, we included the packaging and newsprint business in all of our due diligence activities. By the end of August, the packaging and newsprint business was included in the transaction.

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        On August 29, 2007, a telephonic meeting of our board of directors was held to discuss the status of the proposed transaction. At that meeting, Houlihan Lokey also reviewed a draft of its preliminary fairness opinion analysis with the board. See "The Houlihan Lokey Fairness Opinion" for details of Houlihan Lokey's analysis and conclusions. Aldabra's management also presented an updated version of its financial model for the Acquisition. For a summary of the key information in the model, see "Factors Considered by the Aldabra Board in Approving the Acquisition—Financial factors." Mr. Weiss also reported to the board at such meeting that shortly before the meeting, Mr. Souleles had advised him of a possible decline of approximately $3-$5 million of EBITDA for BPP (as compared to 2007 projections that were previously provided to Aldabra by the Seller) as a result of an unexpected boiler outage at BPP's DeRidder, Louisiana facility. Mr. Weiss noted that Mr. Souleles had advised him that such equipment issues were not expected to have any ongoing impact on BPP's future earnings capacity, but were instead associated with a one-time event. Our board of directors directed our management to continue to negotiate the terms of the definitive purchase agreement.

        As a result of further negotiations, the parties agreed on August 30, 2007 to a reduction in the total purchase price for the combined paper and packaging and newsprint businesses from $1,649,700,000 to $1,625,000,000.

        On September 5, 2007, our board of directors was provided with an updated version of Houlihan Lokey's fairness opinion analysis as well as a draft of Houlihan Lokey's fairness opinion, along with a revised draft of the purchase agreement. On September 6, 2007, all of the directors agreed, through unanimous written consent, that, (a) subject to the receipt by the board of a final opinion from Houlihan Lokey that the consideration to be paid by us to the Seller is fair from a financial point of view to us and that the fair market value of BPP is at least equal to 80% of our net assets, (b) the Acquisition was approved, and (c) that our officers were authorized to execute the purchase agreement once the parties had finalized the agreement.

        On September 6, 2007, Houlihan Lokey delivered in writing its final, executed opinion to our board of directors that as of the date of the opinion, the consideration to be paid by us in the transaction is fair to us from a financial point of view and the fair market value of BPP was at least equal to 80% of our net assets as of such date.

        On September 6-7, 2007, our representatives and the Seller negotiated the final terms of the purchase agreement and the ancillary documents.

        On September 7, 2007, the parties executed the purchase agreement. Immediately thereafter, each party issued separate press releases announcing the execution of the purchase agreement.

        On October 18, 2007, the parties executed an amendment to the purchase agreement and entered into the Debt Commitment Letter with GSCP. The amendment reduced the minimum portion of the total purchase price required to be paid in cash to the Seller from $1,312,000 to $1,212,000, plus the amount of fees and expenses paid directly by the Seller to lenders and/or agents providing the debt financing, minus other expenses specified in the purchase agreement, such that the minimum cash condition would be capable of being satisfied even in the event that the maximum conversion rights were exercised, taking into account the amount of debt financing anticipated to be received under the Debt Commitment Letter. The parties also (i) clarified the treatment of certain costs and expenses incurred in connection with the preparation of the purchase price allocation as a shared expense among the parties, (ii) agreed that the Debt Commitment Letter would be the "Debt Commitment Letters" for purposes of the purchase agreement and (iii) agreed which fees and expenses with respect to the debt financing contemplated by the Debt Commitment Letter the Seller would be responsible for under the purchase agreement.

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        Aldabra, BPP and the combined entity have not paid and will not pay any finder's fees to any person or entity in connection with the Acquisition.

Factors Considered by the Aldabra Board in Approving the Acquisition

        After careful consideration of the terms and conditions of the purchase agreement and the consideration to be paid in the Acquisition, the board of directors of Aldabra unanimously approved the Acquisition and determined that the purchase agreement and the Acquisition, upon the terms and conditions set forth in the purchase agreement, are advisable and fair to, and in the best interests of, Aldabra and its stockholders and that the fair market value of BPP is at least equal to 80% of the net assets of Aldabra. In reaching this decision, the board of directors of Aldabra reviewed a fairness opinion from Houlihan Lokey that, in its opinion and subject to the assumptions and conditions set forth therein, the consideration to be paid by us in Acquisition is fair to Aldabra from a financial point of view and that the fair market value of BPP is at least equal to 80% of the net assets of Aldabra. Accordingly, Aldabra's board of directors unanimously recommends that Aldabra stockholders vote "FOR" the approval of the Acquisition and the adoption of the purchase agreement, as well as for the other proposals submitted to the stockholders.

        The Aldabra board of directors considered a wide range of business, financial, and other factors and believes that the non-exhaustive list of factors below, which are all of the material factors considered by Aldabra's board of directors, strongly supports its determination and recommendation to approve the Acquisition.

Business factors:

        Favorable factors:

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62

63


64

        Negative factors:

65

Financial factors:

        Favorable factors:

        See "The Houlihan Lokey Fairness Opinion - Discounted Cash Flow Analysis" for further details.

66

        Negative factor:

67

Other factors:

        Favorable factors:

Satisfaction of the 80% Test

        Pursuant to the terms of our IPO prospectus and our agreement with the underwriters of our IPO, any business acquired by us must have a fair market value equal to at least 80% of our net assets at the time of acquisition, which assets shall include the amount in the trust account. Based on the financial analysis of BPP, Houlihan Lokey concluded in its fairness opinion that it presented to our board that this 80% requirement was met.

Certain Financial Projections

        On July 28, 2007, the Seller provided certain projections to Aldabra in connection with Aldabra's due diligence, a summary of which is set forth at the end of this section. Product prices and production input cost data was obtained from the latest RISI estimates available at the time the projections were prepared and have not been updated for subsequent changes in RISI estimates. Volume data and other key inputs were derived from third party (where available) and internal estimates based on management experience. While the financial projections set forth below were prepared in good faith by BPP's management, no assurance can be given regarding future events. Therefore, such financial projections cannot be considered a reliable predictor of future operating results, and this information should not be relied on as such. The financial projections in this section were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information or published guidelines of the SEC regarding forward-looking statements. In light of the foregoing, and considering that the Aldabra stockholder meeting will be held at least seven months after the date the financial projections included below were prepared, as well as the uncertainties inherent in any financial projections, stockholders are cautioned to keep these facts in mind and to understand that the information contained in this proxy statement under the header "Cautionary Statement Concerning Forward-Looking Information" apply particularly to these financial projections.

        Aldabra and its management did not participate in preparing, and they do not express any view on, BPP's financial projections summarized below, or the assumptions underlying such financial projections. These projections are not included in this document in order to induce any Aldabra stockholder to vote in favor of the Acquisition or to impact any investment decision with respect to Aldabra common stock. These projections are included solely to provide the reader of this proxy statement with background

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information on the information considered by Aldabra's board in connection with its evaluation of BPP and by Houlihan Lokey in its analysis described below under "The Houlihan Lokey Fairness Opinion."

        The estimates and assumptions underlying the financial projections involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions. In any event, these estimates and assumptions may not be realized and are inherently subject to significant business, economic, competitive and regulatory uncertainties, all of which are difficult to predict and many of which are beyond the control of BPP and will be beyond the control of Aldabra after the Acquisition. Accordingly, there can be no assurance that the projected results would be realized or that actual results would not differ materially from those presented in the financial projections. The inclusion of these financial projections should not be interpreted as an indication that BPP or Aldabra considers this information to be a reliable prediction of future results, and this information should not be relied on for that purpose.

(in millions)

   2007
   2008
   2009
   2010
   2011
   2012

Revenue(1)
 
$
2,367.6
 
$
2,439.2
 
$
2,483.4
 
$
2,546.1
 
$
2,354.8
 
$
2,511.7

EBITDA(2)
 
$
247.9
 
$
336.8
 
 
388.8
 
$
363.6
 
$
261.1
 
$
382.5

Adjusted EBITDA(3)
 
$
250.0
 
 
—
 
 
—
 
 
—
 
 
—
 
 
—

Capital Expenditures
 
$
147.0
 
$
125.9
 
$
115
 
$
115
 
$
115
 
$
115
(1)
Product prices and fiber cost data were obtained from the latest RISI estimates available at the time the projections were prepared. Volume data and other key inputs were derived from third party (where available) and internal estimates based on management experience.

(2)
EBITDA represents the estimated EBITDA of the paper and packaging and newsprint operating segments and further assumes $18.0 million of negative EBITDA for the corporate and other segment as if BPP were a stand-alone company.

(3)
Adjusted for the $2.2 million loss on the closure of the paper converting facility in Salem, Oregon and the $4.0 million of incremental costs recorded for the start-up of the reconfigured paper machine in Wallula, Washington. Reflects a decrease from an earlier forecast of $253.9 million. BPP reduced the forecast in August 2007 to reflect the $4 million negative impact of an unexpected boiler outage in DeRidder, Louisiana in July 2007.

        Actual revenues, EBITDA, Adjusted EBITDA and capital expenditures for the nine months ended September 30, 2007 were $1,745.1 million, $165.8 million, $182.6 million and $106.0 million.

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Appraisal or Dissenters Rights

        No appraisal or dissenters rights are available under the DGCL for the stockholders of Aldabra in connection with the Acquisition proposal.

Conversion Rights

        Pursuant to our charter, holders of the IPO shares voting against the Acquisition proposal will be entitled to, contemporaneously with such vote, demand that we convert their stock into a pro rata share of the trust account. This demand must be made at the same time that the stockholder votes against the Acquisition proposal. If so demanded, and if the Acquisition is completed, we will convert each share of common stock into a pro rata portion of the trust account in which a substantial portion of the net proceeds of our IPO are held, plus interest earned thereon but less any expenses incurred. However, if the holders of 16,560,000 or more IPO Shares, representing 40% or more of the total number of IPO Shares, exercise their conversion rights, then, in accordance with the terms of our charter and the documents governing the trust account, we will not consummate the Acquisition and your shares will not be converted. Based on the amount of cash held in the trust account, net of accrued taxes and expenses as of November 1, 2007, without taking into account any interest earned or expenses accrued after such date, you would be entitled to convert each share of common stock that you held for approximately $9.71. If you exercise your conversion rights, then you will be converting your shares of our common stock for cash and will no longer own these shares. You will only be entitled to receive cash for these shares if you continue to hold these shares through the closing date of the Acquisition and then tender your stock certificate to us. If the Acquisition is not completed, then these shares will not be converted into cash. A stockholder who exercises conversion rights will continue to own any warrants to acquire our common stock owned by such stockholder as such warrants will remain outstanding and unaffected by the exercise of conversion rights. Prior to exercising conversion rights, our stockholders should verify the market price of our common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their conversion rights.

United States Federal Income Tax Consequences of the Acquisition

        The following discussion summarizes the U.S. federal income tax consequences of the Acquisition to stockholders of Aldabra who are United States Persons (as defined in the Code) and hold their Aldabra stock as capital assets (generally, for investment). This discussion is based on the Code, Treasury Regulations promulgated thereunder, administrative pronouncements and judicial decisions as of the date hereof, all of which are subject to change, possibly with retroactive effect. This discussion does not address the potential application of the alternative minimum tax, any aspect of U.S. federal estate or gift taxes, or any state, local or non-U.S. tax laws. Aldabra does not intend to obtain an opinion of counsel with respect to the U.S. federal income tax consequences of the Acquisition. Accordingly, Aldabra stockholders should consult their personal tax advisor as to the tax consequences to them of the Acquisition.

        Aldabra stockholders who do not exercise their conversion rights will continue to hold their Aldabra shares and, as a result, will not recognize any gain or loss for U.S. federal income tax purposes as result of the Acquisition.

        However, Aldabra stockholders who exercise their conversion rights and receive consideration in exchange for their shares will recognize gain or loss to the extent that the consideration received by such stockholders is greater than or less than such stockholders' tax basis in their shares. An Aldabra stockholder's tax basis in its shares generally will equal the cost of such shares. A stockholder who purchased Aldabra's units will have to allocate the cost of the units between the shares and the warrants that comprised such units based on their fair market values at the time of purchase. Any gain

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or loss realized upon the conversion generally will be a capital gain or loss and will be long-term capital gain or loss if such stockholder's holding period in the shares is longer than one year. Long-term capital gains recognized by certain non-corporate holders may qualify for a reduced rate of taxation of 15% or less. The deductibility of capital losses may be subject to certain limitations.

Regulatory Matters

        The Acquisition and the transactions contemplated by the purchase agreement are not subject to any federal, state or provincial regulatory requirement or approval, except for the filing and delivery of this proxy statement in connection with the special meeting of stockholders of Aldabra under the Exchange Act, and compliance under the HSR Act, which compliance has been met in that Aldabra has received approval of its request for early termination of the HSR Act waiting period with respect to the Acquisition.

Consequences If the Acquisition Proposal Is Not Approved

        If the Acquisition proposal is not approved by the stockholders, we will not acquire BPP and we will continue to seek other potential business combinations. If we do not consummate a business combination by June 19, 2009, our corporate existence will cease except for the purposes of winding up our affairs and liquidating, pursuant to Section 278 of the DGCL. This has the same effect as if our board of directors and stockholders had formally voted to approve our dissolution pursuant to Section 275 of the DGCL. Our charter limits our corporate existence to a specified date as permitted by Section 102(b)(5) of the DGCL, thereby removing the necessity to comply with the formal procedures set forth in Section 275 (which would have required our board of directors and stockholders to formally vote to approve our dissolution and liquidation and to have filed a certificate of dissolution with the Delaware Secretary of State).

Required Vote

        The affirmative vote of the holders of a majority of the IPO Shares voting in person or by proxy at the special meeting is required to approve the Acquisition proposal. However, in accordance with our charter and the terms governing the trust account, we will not be able to complete the Acquisition if the holders of 16,560,000 or more IPO Shares, representing an amount equal to 40% or more of the total number of IPO Shares, vote against the Acquisition (and also contemporaneously demand that we redeem their shares for their pro rata portion of the trust account in which a substantial portion of the net proceeds of our IPO are held).

        The Aldabra Insider Stockholders have agreed to vote, with respect to the Acquisition proposal only, their 10,350,000 Private Shares, representing an aggregate of 20% of the outstanding shares of Aldabra common stock, in accordance with the vote of the majority of the IPO Shares cast at the special meeting with respect to the Acquisition proposal. This voting arrangement does not apply to shares of Aldabra common stock purchased after the IPO in the open market by any of the Aldabra Insider Stockholders and does not apply to any proposal other than the Acquisition proposal.

        As of the December 5, 2007, the Aldabra Insider Stockholders beneficially held and are entitled to vote, in the aggregate, 10,468,300 shares of Aldabra common stock, representing approximately 20.23% of the outstanding Aldabra common stock, of which 10,350,000 were issued prior to the IPO and of which 118,300 were purchased by the Aldabra Insider Stockholders following the IPO and immediately prior to the filing of this proxy statement. Such number does not include the 3,000,000 shares of Aldabra common stock issuable upon exercise of the Aldabra Insider Warrants held by Messrs. Leight and Weiss (which includes common stock shares underlying units purchased by Mr. Leight). Such number also does not include 57,900 warrants purchased by our directors and executive officers and their affiliates, including warrants underlying units purchased by Mr. Leight. With respect to the

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proposal for approval of the Acquisition only, each of the Aldabra Insider Stockholders has agreed to vote all of his or its Private Shares in accordance with the majority of the votes cast with respect to the Acquisition proposal by the holders of the IPO Shares. This voting arrangement shall not apply to any proposal other than the Acquisition proposal and shall not apply to shares of Aldabra common stock purchased after the IPO in the open market by any of the Aldabra Insider Stockholders. While the Aldabra Insider Stockholders may vote these shares on a proposed business combination in any way they choose, the Aldabra Insider Stockholders have informed Aldabra that they intend to vote in favor of the Acquisition proposal all of their shares that are not Private Shares.

        The adoption of the Acquisition proposal is conditioned upon the approval of the closing charter amendment proposal, the amended and restated charter proposal and the election of directors proposal but not the Incentive Plan proposal or the adjournment proposal. The adoption of each of the other proposals, other than the adjournment proposal, is conditioned upon the adoption of the Acquisition proposal.

Recommendation

        AFTER CAREFUL CONSIDERATION, ALDABRA'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR INSTRUCT YOUR VOTE TO BE CAST "FOR" THE ACQUISITION PROPOSAL.

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 THE HOULIHAN LOKEY FAIRNESS OPINION

Opinion of Houlihan Lokey

        At the August 29, 2007 meeting of our board of directors, Houlihan Lokey rendered its oral opinion to our board of directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey's written opinion dated September 6, 2007). Houlihan Lokey is a member of the National Association of Securities Dealers, Inc. and provides a broad range of valuation, investment banking and other advisory services. Houlihan Lokey's opinion, which was rendered to our board of directors, stated that, as of September 6, 2007, (i) the consideration to be paid by Aldabra in the Acquisition is fair to Aldabra from a financial point of view, and (ii) the fair market value of BPP is at least equal to 80% of the net assets of Aldabra. Houlihan Lokey's opinion did not state any other conclusion or address any other aspect or implication of the Acquisition.

        The summary of Houlihan Lokey's opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Houlihan Lokey in preparing its opinion. Stockholders are urged to read the opinion in its entirety. Neither Houlihan Lokey's written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to the Acquisition or the matters proposed in this proxy statement.

        In arriving at its opinion, Houlihan Lokey, among other things:

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        Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished or otherwise made available to it, discussed with or reviewed by it, or that was publicly available, and Houlihan Lokey did not assume any responsibility with respect to such data, material or other information. In addition, we advised Houlihan Lokey, and Houlihan Lokey assumed, that the financial forecasts and projections reviewed by it had been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the Seller and Aldabra as to the future financial results and condition of BPP, and Houlihan Lokey expressed no opinion with respect to such forecasts and projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of BPP since the date of the most recent financial statements provided to it, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. Houlihan Lokey did not consider any aspect or implication of any other transaction or agreement, except as expressly set forth in Houlihan Lokey's opinion.

        Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the agreements identified above and all other related documents and instruments that are referred to therein were true and correct, (b) each party to all such agreements would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the Acquisition would be satisfied without waiver thereof, and (d) the Acquisition would be consummated in a timely manner in accordance with the terms described in the agreements and documents provided to Houlihan Lokey, without any amendments or modifications thereto material to its analyses or any adjustment to the aggregate consideration (through offset, reduction, indemnity claims, post-closing purchase price adjustments, or otherwise) or any other financial term of the Acquisition. Houlihan Lokey also relied upon and assumed, without independent verification, that (i) the Acquisition would be consummated in a manner that complies in all material respects with all applicable federal and state statutes, rules and regulations, and that the Acquisition would be completed and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications, or waivers made that would result in the disposition of any material portion of the assets of the Seller, or otherwise have an adverse effect on BPP or any expected benefits of the Acquisition. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final forms of the draft documents identified above would not differ in any material respect from such draft documents.

        Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal of any of the assets, properties, or liabilities (fixed, contingent, derivative, off-balance-sheet, or otherwise) of BPP or any other party, nor was Houlihan Lokey provided with any such appraisal. Houlihan Lokey expressed no opinion regarding the liquidation value of any entity. Houlihan Lokey did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, or other contingent liabilities, to which BPP was or may be a party or was or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which BPP was or may be a party or was or may be subject and, at our direction and with our consent, Houlihan Lokey's opinion made no assumption concerning, and therefore did not consider, the potential effects of any such litigation, claims, or investigations or possible assertion of claims, outcomes, or damages arising out of any such matters.

        Houlihan Lokey was not requested to, and did not, (a) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Acquisition, the assets, businesses, or operations of BPP, or any alternatives to the Acquisition, (b) negotiate the terms of the Acquisition or (c) advise our board of directors or any other party with respect to alternatives to the Acquisition. Houlihan Lokey's opinion was necessarily based on financial, economic, market, and other conditions as in effect on, and the information made available to it as of, the date of Houlihan Lokey's opinion.

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Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm, or withdraw its opinion, or otherwise comment on or consider events occurring after the date of the opinion.

        Houlihan Lokey's opinion was furnished for the use and benefit of our board of directors in connection with its consideration of the Acquisition, and is not intended to be used, and may not be used, for any other purpose, without Houlihan Lokey's prior written consent. Houlihan Lokey's opinion should not be construed as creating any fiduciary duty on Houlihan Lokey's part to any party. Houlihan Lokey's opinion was not intended to be, and does not constitute, a recommendation to any security holder of Aldabra or any other person as to how such person should act or vote with respect to the Acquisition or the matters covered in this proxy statement.

        Houlihan Lokey was not requested to opine as to, and its opinion does not address: (i) the underlying business decision of Aldabra, the Seller, their respective security holders, or any other party to proceed with or effect the Acquisition, (ii) the terms of any arrangements, understandings, agreements, or documents related to, or the form or any other portion or aspect of, the Acquisition or otherwise, except as expressly addressed in Houlihan Lokey's opinion, (iii) the fairness of any portion or aspect of the Acquisition to the holders of any class of securities, creditors, or other constituencies of Aldabra or the Seller, or any other party other than those set forth in Houlihan Lokey's opinion, (iv) the relative merits of the Acquisition as compared to any alternative business strategies that might exist for Aldabra, or any other party or the effect of any other transaction in which Aldabra, or any other party might engage, (v) the tax or legal consequences of the Acquisition to either Aldabra, BPP, the Seller, its security holders, or any other party, (vi) the fairness of any portion or aspect of the Acquisition to any one class or group of Aldabra's, BPP's, or any other party's security holders vis-à-vis any other class or group of Aldabra's, BPP's or any other party's security holders (including without limitation the allocation of any consideration amongst or within such classes or groups of security holders), (vii) whether or not Aldabra, the Seller, its security holders, or any other party is receiving or paying reasonably equivalent value in the Acquisition or (viii) the solvency, creditworthiness, or fair value of Aldabra, the Seller, or any other participant in the Acquisition under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance, or similar matters. Furthermore, no opinion, counsel, or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax, or other similar professional advice. It was assumed that such opinions, counsel, or interpretations have been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with our consent, on the assessment by Aldabra and its advisers, as to all legal, regulatory, accounting, insurance and tax matters with respect to BPP and the Acquisition.

        In preparing its opinion to our board of directors, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey's valuation analyses is not a complete description of the analyses underlying Houlihan Lokey's fairness opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither a fairness opinion nor its underlying analyses are readily susceptible to partial analysis or summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Houlihan Lokey believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods, and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

        In performing its analyses, Houlihan Lokey considered business, economic, industry, and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of the written opinion. No company, transaction, or business used in Houlihan Lokey's analyses for comparative purposes is identical to BPP or the proposed Transaction. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness,

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Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. The implied reference range values indicated by Houlihan Lokey's analyses are illustrative and not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond our control and the control of Houlihan Lokey. Much of the information used in, and accordingly the results of, Houlihan Lokey's analyses are inherently subject to substantial uncertainty.

        Houlihan Lokey's opinion and analyses were provided to our board of directors in connection with its consideration of the proposed Acquisition and were among many factors considered by our board of directors in evaluating the proposed Acquisition. Neither Houlihan Lokey's opinion nor its analyses were determinative of the Acquisition consideration or of the views of our board of directors or management with respect to the Acquisition.

        The following is a summary of the material valuation analyses performed in connection with the preparation of Houlihan Lokey's opinion rendered to our board of directors on September 6, 2007. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying and the assumptions, qualifications, and limitations affecting each analysis, could create a misleading or incomplete view of Houlihan Lokey's analyses.

        For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics including:

        In preparing its analyses, Houlihan Lokey noted the following:

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        Unless the context indicates otherwise, enterprise values used in the selected companies analysis described below were calculated using the closing price of our common stock and the common stock of the selected companies listed below as of September 4, 2007, and the enterprise values for BPP companies used in the selected transactions analysis described below were calculated as of the announcement date of the relevant transaction based on the purchase prices paid in the relevant transactions. Accordingly, this information does not necessarily reflect current or future market conditions. Estimates of EBITDA for BPP for the fiscal years ending December 31, 2007 and December 31, 2008 were based on estimates provided by the Seller's management. Estimates of EBITDA for the selected companies listed below for the fiscal years ending 2007 and 2008 were based on publicly available research analyst estimates for those companies. For purposes of its analyses, Houlihan Lokey calculated enterprise values for BPP before taking into account the estimated present value of certain net operating losses and the increase in depreciable tax basis that would result from the step-up in asset values as a result of the Acquisition.

Implied Transaction Multiples

        Houlihan Lokey compared the transaction value of $1,625 million to BPP's relevant EBITDA figures shown below, including estimates for future periods, and calculated the following implied transaction multiples. These EBITDA estimates were based upon projections provided by BPP management.

 
   EBITDA
   Multiple
  
Last 12 Months ("LTM") Period Ending June 30, 2007   $230.9 million   7.0 x
Estimated FY 2007   $250.0 million   6.5 x
Estimated FY 2008   $336.8 million   4.8 x

        Management's estimate of LTM EBITDA, 2007 EBITDA and 2008 EBITDA did not include certain pro forma effects of the Acquisition, including the application of purchase accounting. However, certain adjustments were made to LTM EBITDA, estimated 2007 EBITDA and estimated 2008 EBITDA as follows: LTM EBITDA, estimated 2007 EBITDA and estimated 2008 EBITDA were adjusted to reflect total annual corporate expenses of $18.2 million, $18.2 million and $19.7 million, respectively. LTM and estimated 2007 EBITDA were adjusted to reflect the elimination of $10.1 million and $6 million of non-recurring items, respectively. LTM was adjusted to include pro forma benefits related to BPP's acquisition of Central Texas Corrugated (CTC) of $0.9 million.

Selected Companies Analysis

        Houlihan Lokey compiled and reviewed publicly available financial information and quoted market prices in order to calculate certain financial multiples and ratios for selected publicly traded companies in the paper products industry.

        The calculated multiples included:

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        The selected companies that comprised a mix of companies whose main businesses were the manufacture of uncoated free sheet, containerboard and other paper products, were:

        The selected companies analysis indicated the following:

Multiple Description
   Low
   High
   Median
   Mean
  
Enterprise Value as a multiple of:                  
LTM EBITDA   7.3 x 9.6 x 8.8 x 8.6 x
2007 Estimated EBITDA   7.0 x 12.0 x 7.9 x 8.4 x
2008 Estimated EBITDA   6.3 x 10.6 x 7.0 x 7.5 x

        Taking these observed multiples into account, Houlihan Lokey applied a range of multiples for BPP based on a quantitative and qualitative comparison of the business and performance of BPP compared to the selected companies. As a result, Houlihan Lokey applied the following multiple ranges to the financial performance data of BPP:

 
   Multiple Range
Multiple Description
  Low
   High
Enterprise Value as a multiple of:        
LTM EBITDA   7.0x   8.0x
2007 Estimated EBITDA   7.0x   8.0x
2008 Estimated EBITDA   5.5x   6.5x

        Houlihan Lokey applied the multiple range in the table immediately above based on the selected companies analysis to corresponding financial data for BPP provided by BPP's management. The selected companies analysis indicated an implied reference range value of BPP of $1,740,000,000 to $2,010,000,000, as compared to the proposed Acquisition consideration of $1,625,000,000.

Selected Transactions Analysis

        Houlihan Lokey compiled and reviewed publicly available financial information and estimated purchase prices offered or paid in order to calculate certain financial multiples and ratios for the selected publicly-announced transactions involving target companies in the paper products industry.

        The calculated multiples included:

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        The selected transactions were as set forth below. These transactions were selected because they involved companies whose main businesses were the manufacture of uncoated free sheet, containerboard and other paper products.

Target
   Acquirer
   Announcement
Date
   Enterprise Value/
LTM EBITDA
Blue Ridge Paper Products Inc.   Rank Group Investments Limited   6/13/2007   8.0x
Abitibi-Consolidated Inc.   Bowater Inc.   1/29/2007   8.8x
Norampac Inc.   Cascades Inc.   12/6/2006   8.7x
Weyerhaeuser Co., Fine Paper Business   Domtar, Inc.   8/22/2006   8.7x
Verso Paper Holdings, LLC   Apollo Management, L.P.   6/4/2006   7.0x
Packaging Dynamics Corp.   Thilmany, LLC   2/24/2006   8.6x
NewPage Corporation, Carbonless Paper Business   PH Glatfelter Co.   2/21/2006   NA
Georgia-Pacific Corporation   Koch Forest Products, Inc.   11/13/2005   9.2x
International Paper, Industrial Specialty Papers Business (Thilmany, LLC)   Kohlberg & Company, LLC   3/14/2005   NA
NewPage Corporation   Cerberus Capital Management, L.P.   1/14/2005   10.8x
International Paper, Fine Papers Business   Mohawk Fine Papers, Inc.   12/15/2004   NA
Boise Cascade Corporation   Madison Dearborn   7/26/2004   7.3x

        The selected transactions analysis indicated the following:

Multiple Description
   Low
   High
   Median
   Mean
  
Enterprise Value as a multiple of:                  
LTM EBITDA   7.0 x 10.8 x 8.7 x 8.6 x

        Taking these observed multiples into account, Houlihan Lokey applied a range of multiples for BPP based on a quantitative and qualitative comparison of the business and performance of BPP compared to the companies involved in the selected transactions listed above. As a result, Houlihan Lokey applied the following multiple ranges to the financial performance data of BPP:

 
   Selected Multiple Range
Multiple Description
  Low
   High
Enterprise Value as a multiple of:        
LTM EBITDA   6.5x   7.5x
2007 Estimated EBITDA   6.5x   7.5x

        Houlihan Lokey applied the multiple ranges shown in the table immediately above based on the selected transactions analysis to corresponding financial data for BPP provided by the Seller's management. The selected transactions analysis indicated an implied reference range value of BPP of $1,560,000,000 to $1,800,000,000, as compared to the proposed Acquisition consideration of $1,625,000,000.

Discounted Cash Flow Analysis

        Houlihan Lokey performed a discounted cash flow analysis of BPP's unlevered, after-tax cash flows based on the projections provided by BPP management. In performing this analysis, Houlihan Lokey utilized a range of discount rates of 10% to 12% based on the estimated weighted average cost of capital (WACC) for BPP, which in turn was based on an estimated cost of debt of 7.3% and an

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estimated cost of equity of 14.4%, and by using a debt-to-enterprise value ratio of 36% and an equity-to-enterprise value ratio of 64%. In addition, Houlihan Lokey used terminal value multiples ranging from 5.0x to 7.0x based on the multiples indicated by its selected companies analysis. The discounted cash flow analysis indicated an implied reference range value of BPP of $1,610,000,000 to $1,870,000,000, as compared to the proposed Acquisition consideration of $1,625,000,000.

80% Test

        Aldabra's initial business combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of Aldabra's net assets (including the funds held in the trust account, less its liabilities) at the time of such acquisition.

        Houlihan Lokey compared its implied reference range of enterprise values for BPP to Aldabra's net assets as of June 30, 2007. Houlihan Lokey noted that each of the implied reference values exceeds 80% of Aldabra's net asset value of $227.9 million.

 
   Implied Reference Range of
Enterprise Value
   Implied Value as a Percentage
of Aldabra Net Assets
 
   Low
   High
   Low
   High

Selected Companies Analysis
 
$
1,740 million
 
$
2,010 million
 
763.5%
 
882.0%

Selected Transactions Analysis
 
$
1,560 million
 
$
1,800 million
 
684.5%
 
789.8%

Discounted Cash Flow Analysis
 
$
1,610 million
 
$
1,870 million
 
706.5%
 
820.5%

Engagement and Compensation of Houlihan Lokey

        We engaged Houlihan Lokey, pursuant to a letter agreement, dated as of July 27, 2007, to render an opinion to our board of directors with respect to whether (i) the consideration to be paid by Aldabra in the Acquisition is fair to Aldabra from a financial point of view, and (ii) the fair market value of BPP is at least equal to 80% of the net assets of Aldabra. We engaged Houlihan Lokey based on its experience and reputation. Houlihan Lokey is regularly engaged to render financial opinions in connection with mergers and acquisitions, financial restructuring, tax matters, ESOP and ERISA matters, corporate planning, and for other purposes. Under the terms of the letter agreement, Houlihan Lokey received a fee for its services, one-half of which was paid upon the execution of the engagement letter with Houlihan Lokey, with the remainder paid on the delivery of Houlihan Lokey's opinion. No portion of the fee is contingent upon the consummation of the Acquisition or the conclusions set forth in Houlihan Lokey's opinion. In addition, Aldabra has agreed to reimburse Houlihan Lokey for certain of its reasonable out-of-pocket expenses incurred in connection with the service rendered by Houlihan Lokey under its engagement letter with Aldabra. Aldabra has also agreed to indemnify Houlihan Lokey and certain related parties for certain liabilities and to reimburse Houlihan Lokey for certain expenses arising out of its engagement. Houlihan Lokey has consented to the inclusion of its written opinion as Annex B to this proxy statement.

        During the past two years Houlihan Lokey has not performed services for or had any direct material business relationship with Aldabra or its affiliates and no such future relationship is contemplated.

        In the ordinary course of business, however, certain of Houlihan Lokey's affiliates, as well as investment funds in which they may have financial interests, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Aldabra, the Seller, Madison Dearborn or any other party that may be involved in the Acquisition, and their respective affiliates, or any currency or commodity that may be involved in the Acquisition.

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INTERESTS OF CERTAIN PERSONS IN THE ACQUISITION

Aldabra

        In considering the recommendation of the Aldabra board of directors to vote "FOR" the approval of the Acquisition and the adoption of the purchase agreement, the Aldabra stockholders should be aware that some of Aldabra's executive officers and members of its board of directors have interests in the Acquisition that are different from, or in addition to, the interests of Aldabra's stockholders generally. The members of the board of directors were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the purchase agreement and the Acquisition and in recommending to the stockholders that they vote in favor of approving the Acquisition and adopting the purchase agreement. These interests include, among other things:

        If Aldabra Insider Stockholders purchase securities in the open market from Aldabra stockholders that are likely to vote against the transaction or that are likely to convert their shares, the probability that the business combination will succeed increases.

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Boise Paper Products

        Aldabra shareholders should be aware that the current officers of BPP and those persons who will become directors upon consummation of the Acquisition have interests that are different from, or in addition to, the interests of Aldabra's stockholders generally. Alexander Toeldte, currently the executive vice president of the Seller's paper and packaging and newsprint segments, is expected to become BPC's chief executive officer and a director, and Robert M. McNutt, currently the vice president of investor relations and public policy for the Seller, is expected to become BPC's chief financial officer. Further, Samuel K. Cotterell, Miles A. Hewitt, Judith M. Lassa and Robert E. Strenge, all currently vice presidents of the Seller, are expected to become vice presidents of BPC. After the completion of the Acquisition, we expect to enter into employment agreements with Messrs. Toeldte, McNutt, Cotterell, Hewitt, Strenge and Ms. Lassa. It is contemplated that such individuals will receive compensation and benefits that are no less than the level of compensation and benefits that the Seller has maintained for these individuals. At present, no employment agreements have been entered into with, nor have there been any discussions regarding the terms of employment of, Messrs. Toeldte, McNutt, Cotterell, Hewitt, Strenge and Ms. Lassa. Because we have made a determination to postpone discussions regarding such employment agreements until after the closing of the Acquisition and the formation of the compensation committee, you will not have information you may deem material to your decision on whether or not to vote in favor of the Acquisition.

        Each of Messrs. Toeldte, McNutt, Cotterell, Hewitt, Strenge and Ms. Lassa currently hold equity interests in Forest Products Holdings L.L.C. ("FPH"), the parent company of the Seller, under FPH's Management Equity Plan (the "MEP"). These officers hold Series B and Series C units in FPH. The Series B units and 50% of the Series C units held by these officers are subject to time vesting, and will be 60% vested as of December 31, 2007, with an additional 20% scheduled to vest on each of December 31, 2008 and December 31, 2009 (with pro rata vesting for portions of any year). As a result of the Acquisition, time vesting on the Series B units and 50% of the Series C units subject to time vesting will cease because these officers will no longer be employees of FPH or any of its subsidiaries. The 50% of the Series C units that are subject to performance vesting will instead automatically vest on the same schedule as the Series C units that were subject to time vesting.

        The Acquisition will trigger a repurchase right exercisable by either FPH or other FPH investors within 90 days of the closing of the Acquisition. The repurchase price for vested Series B and Series C units is determined pursuant to a formula set forth in the management equity agreements that is based upon average 12-month EBITDA over the 36-month period ending on the month immediately preceding the determination date. All unvested Series B equity units are subject to repurchase at their original cost and all unvested Series C equity units will be forfeited without payment. The Acquisition will also trigger a put right by these officers with respect to the Series B or Series C equity units within 90 days of the closing of the Acquisition. The exercise price of these put rights is calculated in the same way as the repurchase price (explained above). It is expected that these officers will exercise this put option. We estimate that Messrs. Toeldte, McNutt, Cotterell, Hewitt, Strenge and Ms. Lassa would receive $1,611,600, $461,606, $435,820, $2,059,960, $672,220 and $631,720, respectively, in respect of their equity interests assuming the transaction had been consummated at December 31, 2006. For a more detailed discussion of these repurchase and put rights, please see "Compensation Discussion and Analysis—Boise Paper Products—Long-Term Incentive Compensation (Management Equity Plan)."

        Due to legal considerations, none of Messrs. Toeldte, McNutt, Cotterell, Hewitt, Strenge and Ms. Lassa currently own, nor do they intend to purchase prior to the closing of the Acquisition, any equity interests in Aldabra. After the closing of the Acquisition, it is expected that all or some of these individuals will purchase equity interests in Aldabra or be awarded equity interests through the Incentive Plan.

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THE PURCHASE AGREEMENT

        The following summary of material provisions of the purchase agreement is qualified by reference to the complete text of the purchase agreement, a copy of which is attached as Annex A to this proxy statement. All stockholders are encouraged to read the purchase agreement in its entirety for a more complete description of the terms and conditions of the Acquisition.

Structure of the Acquisition

        Under the purchase agreement, at the closing of the Acquisition (and after giving effect to the transactions described below under "—Contribution"), Aldabra will indirectly own through Buyer Sub 100% of the outstanding common units of Target, which will in turn own 100% of BPP, including 100% of the outstanding equity interests of the "Paper Group".

Contribution

        Under the purchase agreement, the Seller will cause its parent company, FPH, to transfer to the Seller all of the issued and outstanding common units of the Target prior to closing. The Seller will then contribute and transfer to the Target all of the issued and outstanding common units or stock, as applicable, of the members of the Paper Group. The Seller will also contribute, assign and transfer, and cause certain of its affiliates to contribute, assign and transfer, to the Target or one of its subsidiaries certain assets and liabilities of the Seller and/or certain of its other affiliates related to the operation of the paper, packaging and newsprint, and transportation businesses of the Paper Group and their respective subsidiaries and most of the headquarters operations of the Seller and its subsidiaries. The headquarters operations include the business operations, support functions, and other activities conducted by the Seller and its subsidiaries at the Seller's headquarters office located at 1111 West Jefferson Street, Boise, Idaho (the "Headquarters Facility") (including all assets of the Seller and its subsidiaries located at the headquarters and any other assets of the Seller and its subsidiaries exclusively or primarily related to, or used exclusively or primarily in, the Headquarters Facility or the conduct of such activities), except those staff functions at the Headquarters Facility that are exclusively or primarily related to any of the other businesses of the Seller and/or any of its subsidiaries and certain other staff functions.

        The Seller shall also contribute to the Target and/or one or more of its subsidiaries, cash and cash equivalents, which, together with cash and cash equivalents of the Target and its subsidiaries as of immediately prior to such contribution, causes the aggregate amount of cash and cash equivalents of the Target and its subsidiaries as of the Adjustment Calculation Time to be not less than $38,000,000 (such contribution of cash and/or cash equivalents, the "Cash Contribution").

Purchase Price

        The base purchase price is $1,625,000,000 (subject to the purchase price adjustments described below under "—Purchase Price Adjustments"), payable at closing in a combination of cash and shares of Aldabra common stock (and under certain conditions, a subordinated promissory note). See below "—Payment of Estimated Total Purchase Price."

Payment of Estimated Total Purchase Price

        At the closing, Buyer Sub shall pay to the Seller the estimated total purchase price by delivering to the Seller:

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        If the exercise of conversion rights or any payment by Aldabra and/or Buyer Sub to the Seller under the purchase agreement consisting of shares of Aldabra common stock would result in the Seller and its affiliates (at the time of any such contemplated payment and calculated assuming the repurchase and cancellation by Aldabra of all shares of Aldabra common stock for which conversion rights have been exercised) collectively holding more than 49% of the Aldabra common stock outstanding as of immediately after the closing (taking into account the shares of Aldabra common stock issued to the Seller under the purchase agreement at the closing, but (x) excluding any and all shares of Aldabra common stock issued upon exercise of the warrants and any and all shares of Aldabra common stock issued to any officers or employees of Aldabra and/or any of its post-closing affiliates and (y) calculated assuming the repurchase and cancellation by Aldabra of all shares of Aldabra common stock for which conversion rights have been exercised), then (A) in lieu of delivering to the Seller the portion of any such payment consisting of the aggregate number of shares of Aldabra common stock which would result in the Seller and its affiliates collectively holding more than 49% of the Aldabra common stock outstanding as of immediately after the closing (such number of shares of Aldabra common stock that would cause the Seller to hold more than 49% of the Aldabra common stock outstanding as of immediately after the closing, as determined by the Seller in good faith, the "Cash Pay Shares"), but without limiting any other payment due to the Seller under the purchase agreement, Aldabra shall, at its election, either (1) pay to the Seller an amount in cash equal to the product of (x) the aggregate number of Cash Pay Shares and (y) the Average Trading Price (such product, the "Alternative Payment Amount") or (2) deliver to the Seller an Acceptable Note (as defined below) in an aggregate principal amount equal to the Alternative Payment Amount, and (B) deliver to the Seller as and when due the remaining portion of any such payment consisting of the aggregate number of shares of Aldabra common stock that are not converted into the right to receive such a cash payment. Interest shall accrue on the Alternative Payment Amount at a rate per annum equal to the Acceptable Note Rate (as defined below) until such Alternative Payment Amount, together with such accrued but unpaid interest, is paid in full to the Seller.

        An "Acceptable Note" under the purchase agreement means a transferable unsecured promissory note issued by Aldabra and each of its domestic subsidiaries to the Seller reflecting Aldabra's and such domestic subsidiaries' joint and several obligation to pay the Alternative Payment Amount to the Seller, together with interest thereon, and including the following terms and conditions: (A) the Seller's rights to receive amounts pursuant to the Acceptable Note shall be contractually subordinated only to the principal and interest repayment obligations of Aldabra and Buyer Sub with respect to the aggregate amount of the debt financing raised at closing in connection with the Acquisition, without any refinancing thereof; (B) Aldabra and each of its domestic subsidiaries shall be entitled to prepay the Acceptable Note in whole or in part in cash at any time without penalty; (C) interest shall accrue on

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unpaid balances under the Acceptable Note at a rate per annum (the "Acceptable Note Rate") that is 200 basis points higher (and a default rate of interest that is 400 basis points higher) than the highest interest rate payable by Aldabra and its subsidiaries with respect to the debt financing raised by Aldabra and its subsidiaries at closing and shall be paid quarterly in cash (and, to the extent not so paid in cash in any quarter, will accrue and compound); (D) all principal and other obligations outstanding under any such Acceptable Note shall become immediately due and payable upon the earliest to occur of (1) 181 days after the scheduled maturity of the latest maturity date of the debt financing raised by Aldabra and its subsidiaries at closing, (2) upon any change-of-control (to be defined as mutually agreed) of Aldabra or Buyer Sub, (3) upon any refinancing of the debt financing outstanding as of immediately after the closing and (4) upon other customary repayment events and events of default (including cross-defaults under the debt financing agreements); and (E) other terms and provisions in form and substance reasonably satisfactory to Aldabra and the Seller.

Purchase Price Adjustments

        No later than one business day prior to the closing, (i) the Seller will deliver to Aldabra the Seller's calculation of the estimated net working capital of the paper and packaging and newsprint businesses of the Seller as of the Adjustment Calculation Time and the estimated aggregate cash and cash equivalents of the Paper Group and its subsidiaries as of the Adjustment Calculation Time and (ii) Aldabra will deliver to the Seller Aldabra's calculation of the estimated net working capital of Aldabra and its subsidiaries as of the Adjustment Calculation Time. At the closing of the Acquisition, the estimated total purchase price of $1,625,000,000 will be adjusted by (x) either adding the amount, if any, by which the estimated net working capital of the paper and packaging and newsprint businesses of the Seller is greater than $329,000,000 or subtracting the amount, if any, by which the estimated net working capital of the paper and packaging and newsprint businesses of the Seller is less than $329,000,000, (y) adding the estimated aggregate cash and cash equivalents of the Paper Group and its subsidiaries as of the Adjustment Calculation Time and (z) adding the amount, if any, by which the estimated net working capital of Aldabra and its subsidiaries is less than $404,350,800.

        Following the closing, the estimated total purchase price will be subject to reconciliation based upon the actual net working capital of the paper and packaging and newsprint businesses of the Seller, the actual aggregate cash and cash equivalents of the Paper Group and its subsidiaries and the actual net working capital of Aldabra and its subsidiaries (in each case as of the Adjustment Calculation Time) relative to the estimates therefore utilized in the calculation of the estimated total purchase price. In particular, as a result of the reconciliation procedures, the total purchase price will be determined as follows: (i) the base purchase price of $1,625,000,000 will be adjusted by (x) either adding the amount, if any, by which the actual net working capital of the paper and packaging and newsprint businesses of the Seller (as determined by the post-closing reconciliation procedures) is greater than $329,000,000 or subtracting the amount, if any, by which the actual net working capital of the paper and packaging and newsprint businesses of the Seller (as determined by the post-closing reconciliation procedures) is less than $329,000,000, (y) adding the actual aggregate cash and cash equivalents of the Paper Group and its subsidiaries as of the Adjustment Calculation Time (as determined by the post-closing reconciliation procedures) and (z) adding the amount, if any, by which the actual net working capital of Aldabra and its subsidiaries is less than $404,350,800 (as determined by the post-closing reconciliation procedures). If the estimated total purchase price is less than the total purchase price, Aldabra is required, within 5 business days after the total purchase price is finally determined, to pay the Seller an amount equal to such shortfall, which shortfall amount is payable by Aldabra's delivery of a number of shares of Aldabra common stock equal to the quotient determined by dividing (1) an amount equal to such shortfall by (2) the Average Trading Price. If the estimated purchase price is greater than the total purchase price, the Seller is required, within 5 business days after the total purchase price is finally determined, to pay Aldabra an amount equal to such excess,

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which excess amount is payable by the Seller's delivery to Aldabra for cancellation of shares of Aldabra common stock which, when multiplied by the Average Trading Price, equals such excess amount.

Closing of the Acquisition

        The closing of the Acquisition will take place on the second business day following the satisfaction or waiver of the conditions described below under "—Conditions to the Completion of the Acquisition" (other than conditions which by their terms are to be, or can be, performed at the closing, which conditions shall be satisfied at the closing) or, at the Seller's election, on the first business day of the calendar month immediately following the satisfaction or waiver of all such conditions.

Amendment to Aldabra's Existing Charter

        As a condition to the consummation of the Acquisition, Aldabra's existing charter will be amended to increase the number of authorized shares of Aldabra common stock from 100 million to 250 million. See "Proposal II—Closing Charter Amendment."

Representations and Warranties

        The purchase agreement contains a number of representations and warranties made between Aldabra and Buyer Sub, on the one hand, and the Seller (as to itself and as to the Paper Group), on the other hand, subject to exceptions set forth in the disclosure letters. See below "—Disclosure Letters."

        The representations and warranties made by the Seller as to the Paper Group include representations regarding:

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        The representations and warranties made by the Seller as to itself include representations regarding:

        The representations and warranties made by Aldabra and Buyer Sub include representations regarding:

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Materiality and Material Adverse Effect

        Many of the representations and warranties made by either the Seller, on the one hand, or Aldabra and/or Buyer Sub, on the other hand, are qualified by materiality or material adverse effect. For purposes of the representations and warranties made by the Seller, a material adverse effect means a material adverse effect upon (x) the financial condition or operating results of the Paper Group (and their subsidiaries) or BPP, taken as a whole, or (y) the ability of the Seller and the Paper Group to consummate the Acquisition; provided, however, that a material adverse effect shall not include any such adverse effect to the extent arising from or relating to any of the following:

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Interim Operations of Aldabra, Buyer Sub and BPP

        Interim covenants relating to Aldabra, Buyer Sub and BPP.    Under the purchase agreement, each of Aldabra and Buyer Sub, on the one hand, and the members of the Paper Group and, solely with respect to BPP, the Seller, on the other hand, has agreed not to, and has agreed to cause each of its subsidiaries not to, subject to certain exceptions, prior to the earlier of the completion of the Acquisition and the termination of the purchase agreement:

        Interim covenants relating to BPP.    In addition, under the purchase agreement, the members of the Paper Group and, solely with respect to BPP, the Seller, on the other hand, has agreed not to, and has agreed to cause each of its subsidiaries not to, subject to certain exceptions, prior to the earlier of the completion of the Acquisition and the termination of the purchase agreement:

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        Interim covenants relating to Aldabra and Buyer Sub.    In addition, under the purchase agreement, each of Aldabra and Buyer Sub has agreed not to, and has agreed to cause each of its subsidiaries not to, prior to completion of the Acquisition or the termination of the purchase agreement:

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        Additionally, in no event will the aggregate amount of indebtedness and capitalized lease obligations incurred and/or guaranteed by Aldabra and/or any of its subsidiaries exceed $1,000,000 in the aggregate (disregarding for this purpose any obligations of Aldabra to pay for shares of Aldabra common stock pursuant to the exercise of conversion rights).

Exclusivity

        Under the purchase agreement, the Seller has agreed that, until the earlier of the consummation of the Acquisition and the termination of the purchase agreement, it will not enter into negotiations or any agreement regarding the terms of any sale of any of the outstanding equity securities of the members of the Paper Group, or any or substantially all of the assets of any member of the Paper Group, or any of their subsidiaries, other than with Aldabra, its affiliates and their respective representatives. Additionally, Aldabra and Buyer Sub have each agreed that, until the earlier of the consummation of the Acquisition and the termination of the purchase agreement, it will not enter into any negotiations or any agreement regarding a "business combination" (as defined in Aldabra's amended and restated charter).

Aldabra Stockholders' Meeting

        Aldabra has agreed to call and hold a meeting of its stockholders as soon as practicable in accordance with applicable law for the purpose of seeking the approval of stockholders with respect to:

        Aldabra has also agreed that (1) it will, through its board of directors, recommend to its stockholders that they give such approval, (2) it will not withdraw or modify its recommendation and (3) it will use its reasonable best efforts to obtain such approval.

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Access to Information; Confidentiality

        Until the earlier of the closing of the Acquisition and the termination of the purchase agreement, each of Aldabra and Buyer Sub, on the one hand, and the Seller and the members of the Paper Group, on the other hand, will grant to the other and its authorized representatives reasonable access, during normal business hours and upon reasonable notice, to the personnel, properties, books and records of the other to the extent reasonably necessary for consummation of the transactions contemplated by the purchase agreement. Such obligation on the part of any providing party is not applicable when such access or disclosure:

        Other than the designated contacts, neither Aldabra nor Buyer Sub is authorized to (and each will cause its employees, agents, representatives and affiliates not to) contact any officer, director, employee, franchisee, customer, supplier, lessor, lessee, licensor, distributor, lender or other material business relation of the Seller or any of its subsidiaries prior to the closing of the Acquisition without the prior written consent of the Seller.

        All information furnished to either the Seller or Aldabra (or any of their respective affiliates or representatives) by the other party (or any of its affiliates or representatives) is subject to the terms of a confidentiality agreement dated July 18, 2007 between the Seller and Aldabra; provided that, notwithstanding anything to the contrary contained in the confidentiality agreement, the obligations of Aldabra and its affiliates (excluding, for the avoidance of doubt, the Seller and its post-closing affiliates), financing sources, agents and representatives under the confidentiality agreement shall continue with respect to confidential information of the Seller and its post-closing affiliates with respect to the Seller's other businesses. In addition, during the two year period immediately following the closing of the Acquisition (other than with respect to protected trade secrets, which shall be considered confidential information of Aldabra for so long as such trade secrets remain protected trade secrets under applicable law), all confidential information of BPP or the Paper Group and their subsidiaries shall be deemed confidential information of Aldabra, and the Seller and its post-closing affiliates have agreed to keep such confidential information confidential and, without the prior written consent of Aldabra, to not use or disclose such confidential information other than to the extent required by applicable law or regulation and/or as contemplated by or permitted under any ancillary agreement between or among any of the parties.

Disclosure Letters

        On the date of the purchase agreement, the Seller delivered a disclosure letter containing information required, or exceptions to, the representations and warranties made by the Seller. Such letter may be supplemented, modified or updated by the Seller prior to the closing of the Acquisition with respect to matters first arising after the date of the purchase agreement. In addition, prior to the closing of the Acquisition, Aldabra may provide to the Seller any updates or changes with respect to the representations and warranties made by Aldabra and Buyer Sub for matters first arising after the date of the purchase agreement.

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Fees and Expenses

        Except as specifically provided in the purchase agreement, each of Aldabra and Buyer Sub, on the one hand, and the Seller, on the other hand, shall be responsible for payment of any fees and expenses incurred by it or its affiliates in connection with the transactions contemplated by the purchase agreement or otherwise required by applicable law. In addition, the purchase agreement provides that the Shared Expenses shall be borne 50% by the Seller, on the one hand, and 50% by Aldabra and Buyer Sub on the other hand, regardless of the party incurring such fees and expenses, including (i) the aggregate transfer taxes related to the transactions contemplated by the purchase agreement, (ii) the aggregate fees and expenses of the environmental consultants for environmental reports on the primary operating facilities of BPP (see below "The Purchase Agreement—Phase I Reports"), (iii) aggregate filing fees under the HSR Act and for foreign antitrust filings, (iv) aggregate consent fees to third parties and governmental entities in connection with the transactions contemplated by the purchase agreement, and (v) aggregate fees and expenses incurred in connection with preparation of an allocation of the purchase price. Under the purchase agreement, the fees and expenses payable by Aldabra and/or Buyer Sub at or prior to the closing of the Acquisition to lenders providing the debt financing, including agent fees related to such financing, shall be borne by the Seller; provided that the Seller shall not be required to be bear the cost of any such fees or expenses unless the Seller has agreed to the incurrence and payment of such fees and expenses in advance in writing.

Press Release and Announcements

        The parties to the purchase agreement have agreed that, prior to the closing of the Acquisition, no public release or announcement concerning the transactions contemplated by the purchase agreement will be issued or made by or on behalf of any party without the prior consent of the other, except that:

        Aldabra and the Seller have agreed under the purchase agreement to cooperate to prepare a joint press release to be issued on the closing date; provided that, in lieu thereof, each party may (with the consent of the other party) release its own press release to be issued on the closing date.

Conditions to the Completion of the Acquisition

Conditions to all Parties obligations to consummate the Acquisition

        The obligation of each of the parties to the purchase agreement to consummate the Acquisition is subject to the satisfaction or waiver of specified conditions, as of immediately prior to the Acquisition, including the following:

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Conditions to Aldabra's and Buyer Sub's obligations to consummate the Acquisition

        Each of Aldabra's and Buyer Sub's obligations to consummate the Acquisition are subject to the satisfaction or waiver of specified conditions as of immediately prior to the Acquisition, including the following:

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Conditions to the Seller's and the Paper Group's obligations to consummate the Acquisition

        The obligation of the Seller and each member of the Paper Group to consummate the Acquisition is subject to the satisfaction or waiver of specified conditions as of immediately prior to the Acquisition, including the following:

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We cannot assure you that all of the conditions above will be satisfied or waived or that the Acquisition will occur.

Termination

Causes of Termination

        The purchase agreement may be terminated at any time prior to the closing of the Acquisition by mutual written consent of Aldabra and the Seller.

        In addition, either Aldabra or the Seller may terminate the purchase agreement if:

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Aldabra may terminate the purchase agreement if:

The Seller may terminate the purchase agreement if:


Effect of Termination and Remedies

        In the event of a termination of the purchase agreement by either Aldabra or the Seller, the purchase agreement will become void and of no further force or effect, except in connection with:

        In addition, in the event of any such termination, there will be no liability or obligation on the part of any of the parties to the purchase agreement, except for:

        In the event that the purchase agreement is terminated and there is liability on the part of Aldabra and/or Buyer Sub, the Seller has agreed that, without limiting the rights of the Seller to pursue a claim for or obtain a judgment against Aldabra for a willful breach of the purchase agreement, no recovery for such claim or judgment may be made by the Seller against the assets of the trust fund unless and until the assets of trust fund are released to Aldabra in connection with consummation of a "business combination" within the meaning of Aldabra's charter as in effect on the date of the purchase agreement.

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Amendment and Waiver

        The purchase agreement may be amended or any provision of the purchase agreement may be waived. However, such amendment or waiver will only be binding if it is in writing and executed by the party against whom enforcement is sought.

Assignment

        The purchase agreement may not be assigned by any party without the prior written consent of the other parties to the purchase agreement; provided, however, that (i) the Seller may from time to time assign, without the consent of any other party to the purchase agreement, all or any portion of its rights, interests and/or obligations under this purchase agreement to a purchaser of assets of any segment of the Seller as long as the agreement by which any obligations of the Seller hereunder are assumed are by such purchaser in a written instrument that includes Aldabra as a third-party beneficiary thereof with respect to the Seller's obligations under this purchase agreement, (ii) any party to the purchase agreement may cause any of its affiliates to perform on its behalf any of such party's agreements and obligations under the purchase agreement and such performance by any of such party's affiliates shall be deemed to have satisfied such party's obligations under the purchase agreement to perform such agreements and/or discharge such obligations (as applicable) and (iii) each party to the purchase agreement may, without the consent of any other party, assign in whole or in part its rights under the purchase agreement for collateral security purposes to such party's financing sources.

Survival Period; Responsibility for Certain Liabilities

        None of the representations and warranties and covenants requiring performance prior to the closing of the Acquisition will survive the closing, and no claim for breach of any such representation, warranty or covenant, detrimental reliance or other right or remedy (other than for common law actual fraud) may be brought after the closing of the Acquisition. Any covenant of any party under the purchase agreement that requires performance at or after the closing of the Acquisition shall survive the closing until the expiration of the statute of limitations for breach of contract with respect to such covenant.

        In addition, Aldabra has agreed that, from and after the closing of the Acquisition, to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it or any of its affiliates may have against the Seller or any current or former affiliate of the Seller and any officers, directors, employees, partners, stockholders, members, agents, attorneys representatives, successors and permitted assigns of the Seller or any of its affiliates relating to the operation of the Target or its subsidiaries or their respective businesses or relating to the subject matter of this purchase agreement, the Seller's disclosure letter and the transactions contemplated by the purchase agreement of any kind or nature are waived, other than (i) any claim based upon common law fraud or breach by the Seller of any covenant applicable to the Seller requiring performance at or after the closing contained in the purchase agreement or any of the ancillary agreements, (ii) any claim by any member of the Paper Group for indemnification against OfficeMax pursuant to and in accordance with the terms of the Purchase and Sale Agreement, dated as of July 26, 2004, by and among OfficeMax (formerly Boise Cascade Corporation), Minidoka Paper Company, Boise Southern Company, Forest Products Holdings, L.L.C., Boise Land & Timber Holdings Corp. ("Timber Holdings") and the other parties thereto from time to time (as amended, modified, supplemented or waived from time to time), or (iii) any claim against the Seller or its affiliates with respect to liabilities for which the Seller has expressly agreed to be responsible under the purchase agreement.

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Indemnification of Directors and Officers

        Aldabra and its subsidiaries shall maintain in effect for six years from the date of closing of the Acquisition directors' and officers' liability insurance covering those persons who at the closing of the Acquisition were directors, officers or employees of any member of the Paper Group and/or any of its subsidiaries and/or BPP and who are currently covered under any current directors' and officers' liability insurance policy of or with respect to BPP, any member of the Paper Group and/or any of their respective subsidiaries on terms not less favorable than such existing insurance coverage. In addition, the indemnification provisions of each member of the Paper Group's and its subsidiaries' constitutive documents as in effect at the closing of the Acquisition shall not be amended, repealed or otherwise modified for a period of six years from the closing date in any manner that would adversely affect the rights thereunder of individuals who at the closing were directors, officers or employees of any such entity and/or BPP.

Phase I Reports

        Prior to the closing of the Acquisition, with respect to certain designated primary facilities of BPP, the Seller agreed to engage an environmental consultant to deliver to the Seller a phase I environmental report that meets the requirements of ASTM International's Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process E1527-05 (collectively, "phase I reports"), with copies of such phase I reports to be provided to each of Aldabra and the lenders for the Debt Financing. The Seller agreed to cooperate with Aldabra in its review of the phase I report and, if any of such phase I reports reported a Recognized Environmental Condition ("REC") that (a) was not reported in any phase I reports, environmental reports and/or other due diligence information or documentation made available to Aldabra, Buyer Sub and/or any of their representatives prior to the date on which the purchase agreement was executed by the parties, (b) in the reasonable judgment of Aldabra or the Seller, was not covered by the indemnification obligations of the former owners of BPP under the agreements governing the 2004 Transaction, (c) would reasonably be expected to result in liability to Aldabra or its post-closing subsidiaries in excess of $2,000,000, and (d) in the reasonable judgment of Aldabra or the Seller, had a material uncertainty as to the extent of the liability to Aldabra or its post-closing subsidiaries, then within 10 days after receipt of each such phase I report, either party under the purchase agreement could have requested that further investigation of any such REC be conducted by the environmental consultants engaged by the Seller or another contractor agreed upon by the parties (a "phase II investigation"). Such reports were delivered by the Seller to Aldabra, and no phase II investigation has been requested by Aldabra.

Reasonable Efforts; Notification

        Each of the parties to the purchase agreement have agreed that they will use their respective reasonable best efforts to cause the closing of the Acquisition to occur; provided that the "reasonable best efforts" of the parties to the purchase agreement does not require any party or any of its subsidiaries, affiliates or representatives to expend any money to remedy any breach of any representation or warranty under the purchase agreement, to commence any litigation or arbitration proceeding, to offer or grant any material accommodation (financial or otherwise) or pay any material consent fee to any third party, to provide the Buyer financing for the transactions contemplated by the purchase agreement or to obtain any consent or approval from a governmental entity or other person or entity required for the transactions contemplated by the purchase agreement (other than, with respect to Aldabra and Buyer Sub, the Aldabra Stockholder Approval).

        Prior to the closing of the Acquisition, each of Aldabra and the Seller have agreed to promptly notify the other parties to the purchase agreement if it obtains knowledge that any of the representations and warranties in the purchase agreement or the Seller's disclosure letter are not true and correct in all material respects, or if it obtains knowledge of any material errors in, or omissions from, the Seller's disclosure letter.

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Financing

        Each of Aldabra, Buyer Sub and the Seller agreed to use their respective reasonable best efforts to obtain as promptly as is reasonably practicable following the execution of the purchase agreement a debt commitment letter in favor of Aldabra and Buyer Sub from lenders reasonably satisfactory to Aldabra and the Seller, pursuant to which the lenders party thereto shall have agreed, subject to the terms and conditions set forth therein (which terms and conditions shall be reasonably satisfactory to Aldabra and the Seller), to lend to Aldabra and Buyer Sub at the closing of the Acquisition not less than $946,000,000 for the purposes of funding, in part, payment of the Cash Portion of the estimated total purchase price, paying the fees and expenses of Aldabra and its subsidiaries relating to the transactions contemplated by this purchase agreement, satisfying any other obligations of Aldabra and its subsidiaries to be paid in cash on the closing date, and funding the ongoing operations of the Aldabra and its post-closing subsidiaries. The parties have agreed that the Debt Commitment Letter described under "Acquisition Financing" shall constitute the "Debt Commitment Letter" referenced in the purchase agreement.

        From and after such time as the Debt Commitment Letter has been obtained, Aldabra and Buyer Sub have agreed that:

        Until the earlier of the closing of the Acquisition or the termination of the purchase agreement, the Seller will use its reasonable best efforts to instruct its and BPP's management to cooperate with Aldabra and Buyer Sub as reasonably requested by Aldabra in connection with Aldabra's arrangement of the debt financing (including by making appropriate officers available for participation in meetings, due diligence sessions and road shows, assistance in the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, as may be reasonably requested by Aldabra or any prospective lender to Aldabra and/or Buyer Sub).

        The Seller has agreed to be responsible for the fees and expenses related to the debt financing regardless of whether the debt financing is obtained or the Acquisition is consummated. The purchase agreement expressly provides that, without limiting any of their other rights or remedies under the purchase agreement, the Seller and its affiliates have no obligation or liability of any nature (whether in relation to the exercise and/or discharge of their respective reasonable best efforts under any provision of the purchase agreement or otherwise) to consent to, agree to and/or otherwise approve any Debt Commitment Letter, the debt financing and/or any other debt financing for the Acquisition (including for purposes of the financing condition of the parties under the purchase agreement) and/or any terms and conditions with respect thereto, if the Seller reasonably disapproves of any fees, expenses or similar

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amounts that may be required to be paid and/or assumed in connection therewith. The purchase agreement also provides that the Seller shall be deemed to be reasonable in disapproving any of the foregoing if (a) the fees and expenses for which the Seller would be responsible exceed amounts that would have been paid for a similar financing if committed to during the period from January 1, 2007 through June 30, 2007 or (b) any fees, expenses or similar amounts in respect thereof are required to be paid and/or assumed prior to the closing of the Acquisition (other than the reimbursement of customary and reasonable out-of-pocket expenses incurred by the counterparty to the Debt Commitment Letter).

Employee and Employee Benefit Matters

        Effective as of immediately prior to the closing of the Acquisition, the Seller shall terminate (or cause to be terminated) the employment of all employees of the Seller (other than those that are already employed by a member of the Paper Group and/or any of their subsidiaries) whose services for the Seller are or were primarily dedicated to BPP (as opposed to the Seller's other Businesses) and certain other designated employees (collectively, the "eligible Seller employees"). Aldabra has agreed to offer, or cause one of its affiliates to offer, employment to each eligible employee on terms and conditions substantially comparable in the aggregate to those such employees had with the Seller and its subsidiaries immediately prior to the closing of the Acquisition. Eligible Seller employees who accept employment with Aldabra or one of its affiliates are referred to herein as "Transferred Employees."

        Subject to Aldabra's compliance with provisions of the purchase agreement (including the requirement to make offers of employment to the eligible Seller employees), the Seller has agreed to remain responsible for any severance, change in control payments or parachute payments owed to any current or former employee of the Seller or any of its subsidiaries whose services for the Seller or its subsidiaries are or were primarily dedicated to BPP (collectively, together with other designated employees and including the employees of the Paper Group and their respective subsidiaries, the "BPP employees") that are payable solely as a result of the consummation of the transactions contemplated by the purchase agreement pursuant to the terms of any agreements, plans or programs entered into or sponsored by the Seller or any of its subsidiaries prior to the closing, except to the extent any such amounts are accrued for as a current liability in the net working capital computation.

        Except as otherwise provided in the purchase agreement (e.g., the Seller's agreement above to be responsible for severance, change in control and parachute payments owed to BPP employees), Aldabra has agreed to assume and become solely responsible for all employment and employee benefit-related matters, obligations, liabilities and commitments of the Seller and its subsidiaries with respect to all BPP employees and their dependents and beneficiaries (regardless of when or where such matters, obligations, liabilities and commitments arose or arise or were or are incurred), under or with respect to any employee benefit plan sponsored or contributed to by the Seller or any of its subsidiaries.

        In addition, Aldabra has agreed that:

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        Prior to the closing date of the Acquisition, the Seller has agreed to establish 401(k) plans that mirror in all material respects the 401(k) plans currently sponsored by the Seller (such currently sponsored plans, collectively, the "Seller 401(k) plans"). The 401(k) plans established by the Seller as described in the immediately foregoing sentence are herein referred to as the "Spun-off 401(k) plans." On the closing date of the Acquisition, the Seller shall assign to Aldabra, and Aldabra shall assume

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from the Seller, sponsorship of such Spun-off 401(k) plans, the Transferred Employees shall cease to participate in Seller 401(k) plans, and Aldabra shall provide to such employees the right to participate in the Spun-off 401(k) plans. As soon as is reasonably practicable following the closing date, the Seller shall cause the trustee of Seller 401(k) plan to transfer the account balances of the Transferred Employees (including any outstanding loans) from Seller 401(k) plan to the Spun-off 401(k) plan in accordance with applicable law.

        Effective as of the closing date of the Acquisition, the Seller has agreed to assign to Aldabra and Aldabra has agreed to assume from the Seller, sponsorship of certain pension plans (including plans to be spun off from specified existing pension plans of the Seller relating to the portion of such plans attributable to BPP employees) and all liabilities and obligations arising thereunder or related thereto. In addition, effective as of the closing, Aldabra has agreed to create, for BPP employees, plans that in the aggregate are substantially comparable to the Seller's supplemental pension plan and the Seller's supplemental early retirement plan. For purposes of determining benefits under the new Aldabra plans, Aldabra shall provide participants in such plans with a past service credit reflecting such participants' service for the Seller and its affiliates and their respective predecessors, without duplication of any benefit accrued under the Seller's supplemental pension plans. From and after the closing, Aldabra shall assume and fully satisfy all obligations that exist as of the closing date under the Seller's supplemental pension plans with respect to BPP employees.

Use of Cash and Other Assets by the Seller

        Nothing in the purchase agreement prevents, or is to be construed to prevent, the Seller or any of its affiliates from (i) using cash and/or cash equivalents of any member of the Paper Group, any of their respective subsidiaries and/or BPP as it deems fit (including by causing the distribution by any of the foregoing of its cash and/or cash equivalents to the Seller or any other person or entity or the repayment of indebtedness of the Seller and/or any of its affiliates) and/or (ii) transferring and/or otherwise distributing to the Seller and/or any of its post-closing affiliates any assets and/or properties of any member of the Paper Group and/or any of its subsidiaries not primarily held for use in the operation of BPP). Notwithstanding the foregoing, the Seller shall cause the aggregate amount of cash and cash equivalents of the Paper Group and its Subsidiaries as of the Adjustment Calculation Time to be not less than $38,000,000.

Cancellation of Inter-Company Services; Insurance Matters

        Except as contemplated by the ancillary agreements (including the outsourcing agreement) entered by and/or among parties to the purchase agreement (and/or certain of their affiliates) or as otherwise expressly provided in the purchase agreement, from and after the closing of the Acquisition, all services (including cash management and treasury, accounting, tax, insurance, human resources, environmental, banking, legal, data network and other services) provided to the Paper Group, their respective subsidiaries and BPP by the Seller or any of its affiliates, including any agreements or understandings (written or oral) with respect thereto, will terminate without liability on the part of the parties thereto and inter-company accounts from the Seller or any of its affiliates to any of the Paper Group, their respective subsidiaries and/or BPP shall be terminated without liability to the Seller or such affiliates (other than accounts receivable and accounts payable arising in the ordinary course of business).

        Aldabra and Buyer Sub each agree to arrange for its own insurance policies with respect to the Paper Group, their respective subsidiaries and BPP covering all periods beginning after the closing of the Acquisition and agrees not to seek, through any means, to benefit from any of the insurance policies maintained by the Seller or its affiliates which may provide coverage for claims relating in any way to the Paper Group, their respective subsidiaries and/or BPP on or prior to the closing, except that from and after the closing, the Seller shall, to the extent commercially practicable, assist Aldabra and its subsidiaries in submitting all general liability and casualty loss claims against or relating to the Paper

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Group for which insurance coverage is then available under certain specified insurance policies for coverage thereunder to the extent such claims relate to events occurring prior to the closing (subject to Aldabra satisfying any deductibles, self-insured retentions and other retained amounts on insurance coverage with respect to such claims).

        Similarly, from and after the closing of the Acquisition, Aldabra shall, to the extent commercially practicable, assist the Seller and the Seller's post-closing affiliates in submitting all general liability and casualty loss claims against or relating to the Seller and/or any of the Seller's post-closing affiliates for which insurance coverage is then available to any such entities under certain specified insurance policies and/or any other insurance policies owned by or transferred to any member of the Paper Group prior to the closing for coverage thereunder to the extent such claims relate to events occurring prior to the Closing (subject to the Seller satisfying any deductibles, self-insured retentions and other retained amounts on insurance coverage with respect to such claims).

Headquarters Lease

        Currently, the Seller's headquarters offices house both the headquarters operations of BPP and the Seller's other businesses. Prior to the closing of the Acquisition, the parties shall use their respective reasonable best efforts to: (i) cause the current lease for the headquarters facility to be terminated without any further liability to the Seller and/or any of its affiliates effective as of the closing and, in replacement thereof, cause the landlord under the lease to enter into two separate replacement leases, with each of Aldabra and the Seller entering into separate leases in respect of the portion of the headquarters facility to be utilized by each of them following the closing (as mutually agreed upon by the parties); (ii) in the event that landlord does not agree to split the current lease as contemplated above, the parties will seek to have the current lease assigned to Aldabra on terms reasonably acceptable to the parties and to have Aldabra and the Seller enter into a mutually agreeable sublease under which the Seller shall sublease from Aldabra the portion of the existing headquarters facility to be utilized by it following the closing; or (iii) in the event that the landlord does not consent to either of the transactions described above, Aldabra and the Seller have agreed to enter into a sublease under which Aldabra shall sublease from the Seller the portion of the existing headquarters facility to be utilized by it following the closing on mutually agreeable terms.

Consents

        Each of Aldabra and the Seller have agreed to use reasonable best efforts to obtain all required consents of third parties and governmental entities in connection with the transactions contemplated by the purchase agreement and that all fees and expenses related to all such consents shall be shared equally by Aldabra and the Seller. Aldabra and the Seller have also agreed that neither of them would be responsible for paying more than one-half of $5,000 for any consent fee or related expense without the consent of both parties, unless one party agrees to bear the portion of the consent fee or expense in excess thereof. Under the purchase agreement, we have acknowledged consents may not be obtained by the parties prior to closing and that the Seller and its subsidiaries shall not be obligated to transfer, contribute or assign any contract, permit or other asset to Aldabra or any member of the Paper Group until such time as all consents necessary for the legal transfer and/or assumption thereof are obtained or delivered. If the transfer, sale or assignment of any contract, permit or other asset intended to be transferred, contributed or assigned hereunder is not consummated at the closing of the Acquisition, the Seller has agreed to, unless otherwise agreed in writing by Aldabra, thereafter hold such contract, permit or other asset for the use and benefit, insofar as commercially reasonably practicable and to the extent it may lawfully do so, of Aldabra (at Aldabra's expense), with the intent that all the benefits and burdens relating to such contract, permit or other asset, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, are to inure from and after the closing date of the Acquisition to Aldabra and the Paper Group. Until any such contract, permit or other asset

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is transferred, contributed, or assigned to Aldabra, Aldabra has agreed to indemnify the Seller and its subsidiaries from all such liabilities as though such contract, permit or other asset had been transferred, contributed or assigned at the closing of the Acquisition.

Regulatory Compliance

        Aldabra and the Seller each had agreed to file or cause to be filed within 30 days following the date on which the purchase agreement was executed, any notifications or the like required to be filed under the HSR Act and other anti-competition laws with respect to the transactions contemplated by the purchase agreement, to use their respective reasonable best efforts to respond to any requests for additional information made by any agencies and to cause the waiting periods or other requirements under the HSR Act and all other applicable anti-competition laws to terminate or expire at the earliest possible date and to consult with the other prior to any meetings or other contacts with any regulatory agency. Aldabra has received approval of its request for early termination of the HSR Act waiting period with respect to the Acquisition.

Responsibility for Liabilities of Boise Paper Products

        Except as expressly set forth in the purchase agreement with respect to certain liabilities for outstanding checks written by the Seller or any of its affiliates with respect to BPP, from and after the closing of the Acquisition, Aldabra will, and will cause its subsidiaries (including the members of the Paper Group and their respective subsidiaries) to, pay and perform when due or obligated, all obligations, liabilities and commitments of any nature arising out of or relating to the assets, business and/or operation or conduct of BPP (whether conducted by the members of the Paper Group and their respective subsidiaries and their respective predecessors prior to and on the closing date and/or Aldabra and its affiliates (including the members of the Paper Group and their respective subsidiaries) after the closing date), other than (i) those obligations, liabilities and commitments for which the Seller and its post-closing affiliates have agreed to be responsible under the purchase agreement or any of the ancillary agreements contemplated thereby and (ii) certain liabilities retained by the former owners of BPP under the agreements governing the 2004 Transaction.

Support Obligations

        Aldabra has agreed to use its reasonable best efforts to effect the full and unconditional release of the Seller and its affiliates from all credit support obligations they have provided to the Paper Group, their subsidiaries and/or BPP, including by the issuance, to the beneficiaries thereof, in sufficient amount of letters of credit, guaranties, cash collateral and/or other credit support as would reasonably be expected to cause the release of the credit support obligations that may have been provided by the Seller and its affiliates. If Aldabra is not successful in obtaining the complete and unconditional release of the Seller and its affiliates from such credit support obligations prior to the closing, then Aldabra has agreed to continue to try to obtain such release after closing and to indemnify the Seller and its affiliates from and against any and all liability incurred by any of them in connection with such support obligations.

        Prior to the later to occur of (i) the date on which all of the credit support obligations described above have been fully and unconditionally released and (ii) the date on which the Seller has no more obligations owing to Aldabra and/or Buyer Sub under the purchase agreement, each of Aldabra and Buyer Sub agrees not to assign, sell, transfer or convey all or any portion of the equity interests in any of the members of the Paper Group, in each case without the assignment to the transferee of the rights of Aldabra under the purchase agreement and the assumption in writing by the transferee of the obligations of Aldabra and Buyer Sub under this purchase agreement.

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Cooperation

        Some ancillary agreements to be entered into between and/or among of the parties to the purchase agreement in connection with the closing of the Acquisition were not finalized prior to the execution of the purchase agreement. Such forms have required and/or will require input and cooperation from employees and representatives of the Seller and its subsidiaries that were not privy to the terms and conditions of the transactions contemplated by the purchase agreement prior to its signing (in order to preserve the confidentiality of the transactions contemplated by the purchase agreement) and then review by Aldabra and the Seller. The parties agreed to consider in good faith any changes or revisions proposed by the other to the forms of the such agreements and any changes or revisions thereto to reflect comments and proposals of those persons described above whose input is necessary to finalize such agreements.

Mutual Non-Solicitation Period

        Except as otherwise set forth in the outsourcing agreement, during the three-year period beginning on the closing date of the Acquisition, the Seller has agreed that it will not, and will cause its post-closing subsidiaries not to, induce or attempt to induce any BPP employee to leave the employ of Aldabra or its affiliates, interfere with the relationship between Aldabra and its affiliates and any such employee or employ, or otherwise engage as an independent contractor, any executive employee of Aldabra or its affiliates; provided that the Seller and its subsidiaries shall not be restricted (x) in any general solicitation for employees (including through the use of employment agencies) not specifically directed at such individuals or having discussions with any such individuals who contact the Seller or any of its subsidiaries to initiate employment discussions, (y) in hiring any person who responds to any such general solicitation or any person who contacts the Seller or any of its subsidiaries to initiate employment discussions, or (z) from inducing or hiring any person that terminated his or her employment with Aldabra or its affiliates at least two months prior to the date of such solicitation or hiring.

        Similarly, except as otherwise set forth in the outsourcing agreement, during the three-year period beginning on the closing date of the Acquisition, Aldabra has agreed that it will not, and will cause its subsidiaries not to, (a) induce or attempt to induce any employee of the Seller or any of its affiliates (other than BPP employees) to leave the employ of the Seller or its affiliates, interfere with the relationship between the Seller and its affiliates and any such employee, or employ, or otherwise engage as an independent contractor, any executive employee of the Seller or its affiliates; provided that Aldabra and its subsidiaries shall not be restricted (x) in any general solicitation for employees (including through the use of employment agencies) not specifically directed at employees of the Seller or its affiliates or having discussions with any employees of the Seller or its affiliates who contact Aldabra or any of its subsidiaries to initiate discussions, (y) in hiring any person who responds to any such general solicitation or any person who contacts Aldabra or any of its subsidiaries to initiate employment discussions, or (z) from inducing or hiring any person that terminated his or her employment with the Seller or its affiliates at least two months prior to the date of such solicitation or hiring.

Shared Contracts

        There are contracts, understandings or agreements to which the Seller or one or more of its subsidiaries is a party that contains terms that are relevant to, are for the benefit of and/or impose obligations on the Seller and its subsidiaries with respect to both BPP and one or more of the Seller's other businesses (such contracts, understandings and arrangements being collectively referred to herein as "shared contracts"). Under some of those shared contracts, Aldabra and its post-closing affiliates will cease to have any rights or obligations from and after the closing of the Acquisition, unless expressly agreed. Under other shared contracts, the parties have agreed that they will cooperate and

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assist the other regarding a split of each such contract that, as nearly as practicable, approximates the rights and obligations of BPP and the Seller's other businesses with respect to such contract, and to the extent a split contract is not obtained prior to closing, then from and after the closing until any such contract expires or is terminated, to the extent permitted by law and under the terms of such contract, the parties shall cooperate with each other and use reasonable best efforts to perform and operate under such contract in a manner that as nearly as practicable approximates the obligations and benefits of BPP and the Seller's other businesses with respect to such ongoing shared contract.

Responsibility for Certain Actions

        Aldabra has agreed to cause Buyer Sub to perform all of its obligations and agreements under this purchase agreement. In addition, Aldabra has agreed that, from and after the closing of the Acquisition, it shall cause each of its post-closing subsidiaries (including the Paper Group) to comply with each of the terms of the ancillary agreements to the purchase agreement to which it is party or subject.

Treatment of Conversion Rights

        Aldabra will take action such that each issued and outstanding share of Aldabra common stock that is held by a stockholder who has voted against the Acquisition and who, in accordance with the Aldabra amended and restated charter, has contemporaneously with such vote exercised and not withdrawn his, her or its right to convert his, her or its share of Aldabra common stock into cash upon consummation of the Acquisition shall be paid from the trust fund the portion of the trust fund to which such holder is entitled or from Aldabra to the extent any such amounts are distributed to Aldabra. Shares of Aldabra common stock in respect of which conversion rights have been exercised shall from and after the closing of the Acquisition represent only the right to receive the portion of the trust fund to which such holder is entitled under Aldabra's amended and restated charter, and upon payment of any such amounts, Aldabra shall cause such shares of Aldabra common stock to be canceled and no longer outstanding.

Seller Noncompetition

        From and after the closing of the Acquisition, during the period beginning on the closing date and ending on the earlier of (i) the third anniversary of the closing date and, (ii) with respect to the Seller or any of its subsidiaries (as applicable), the date that a person or group of related persons (other than Madison Dearborn Partners IV, L.P. or an affiliate thereof) owns or acquires (directly or indirectly) equity securities of such entity that represent more than 50% of the ordinary voting power entitled to vote in the election of such entity's board of directors or managers (as applicable), the Seller will not and will cause its subsidiaries not to, build and operate any greenfield plants for the production of uncoated free sheet paper or linerboard mills corrugated containerboard, anywhere within the United States; provided that no such entity will be considered to be in breach of its obligations under the noncompetition provision of the purchase agreement by virtue of its or their (a) engaging in the Seller's other businesses or activities reasonably related thereto, (b) ownership of Aldabra common stock, (c) ownership of less than 5% of the outstanding stock of any publicly-traded corporation, or (d) acquisition of any entity or business that is engaged in a business that competes with BPP.

Governing Law

        The purchase agreement is governed by the laws of the State of Delaware.

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Further Assurances

        Each party to the purchase agreement has agreed that it will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such further or other actions, as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by the purchase agreement on the terms described in the purchase agreement.

Tax Matters

        The aggregate transfer taxes related to the transactions contemplated by the purchase agreement shall be borne 50% by the Seller, on the one hand, and 50% by the Buyer and Buyer Sub, on the other hand, regardless of the party to which the transfer tax is imposed.

        From and after the closing date of the Acquisition, Aldabra and its affiliates shall have the right to amend any tax return previously filed with respect to BPP or any member of the Paper Group or its subsidiaries for any pre-closing tax period (i) to the extent such tax return is with respect to any entity that was at the time of filing such tax return and at the closing treated as a C-corporation for U.S. federal income tax purposes and (ii) in any other circumstance provided that the filing of any such amended tax return shall not cause or result in any increased liability for taxes on the part of the Seller or any owner (whether direct or indirect) of the Seller or any of the Seller's affiliates, unless the Seller consents in writing (such consent not to be unreasonably withheld where the incurred liability is not material). Notwithstanding the above, Aldabra and its affiliates may not amend any income tax return of the Seller or any owner (whether direct or indirect) of the Seller or any of the Seller's affiliates.

        In addition, from and after the closing date of the Acquisition, Aldabra shall not, and shall cause the members of the Paper Group and their respective subsidiaries not to, make any election under Section 338 of the Code with respect to any member of the Paper Group and/or any of its subsidiaries if such election would give rise to any liability to the Seller or any of its affiliates, including any tax liability or any liability under the purchase agreement.

        Following the closing, Aldabra shall be responsible for all taxes of BPP (whether related to periods ending prior to, on or after the closing).

Agreements Related to the Purchase Agreement

Investor Rights Agreement

        In connection with the Acquisition and as a condition for its completion, Aldabra, certain Aldabra stockholders who are directors and/or officers of Aldabra or affiliates of such officers or directors including Mr. Weiss (and/or affiliated entities), and Mr. Leight (and/or affiliated entities), Terrapin Partners Venture Partnership (an affiliate of Messrs. Leight and Weiss), Terrapin Partners Employee Partnership (an affiliate of Messrs. Leight and Weiss), Mr. Berger, Mr. Rogel, Mr. Albert, and the Seller will enter into an investor rights agreement.

        The investor rights agreement will provide for registration rights for the parties to the agreement, including the Seller with respect to its Seller Registrable Securities and Aldabra's current officers and directors with respect to their Aldabra Registrable Securities, as well as with any other persons who become parties to the agreement in the future and are deemed to hold Other Registrable Securities.

        From and after the closing date of the Acquisition, holders of at least a majority of the Seller Registrable Securities, or Aldabra Registrable Securities, as the case may be, will have the right to demand registration under the Securities Act of all or any portion of their registrable securities, subject to amount and time limitations. Holders of a majority of the Seller Registrable Securities may demand five long-form registrations and an unlimited number of short-form registrations, while holders of

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Aldabra Registrable Securities may demand two long-form registrations and an unlimited number of short-form registrations; provided that, in the case of any long-form registration, the aggregate offering value of the registrable securities requested to be registered in such long-form registration must equal at least $25,000,000, and, in the case of any short-form registration, the aggregate offering value of the registrable securities requested to be registered in such short-form registration must equal at least $5,000,000. Additionally, whenever Aldabra proposes to register any of its securities under the Securities Act and the registration form to be used may be used for the registration of registrable securities, holders of Aldabra Registrable Securities, Seller Registrable Securities or Other Registrable Securities will have the right to request the inclusion of their registrable securities in such registration pursuant to piggyback registration rights granted under the investor rights agreement.

        Pursuant to the investor rights agreement, the holders of a majority of the Seller Registrable Securities will have the right to nominate for election to Aldabra's board a number of directors proportional to the voting power represented by the shares of Aldabra common stock that the holders of Seller Registrable Securities own until such time as the holders of Seller Registrable Securities own less than 5% of the voting power of all of the outstanding capital stock of Aldabra. Similarly, pursuant to the investor rights agreement, the holders of a majority of the Aldabra Registrable Securities will have the right to nominate to be elected to Aldabra's board a number of directors proportional to the voting power represented by the shares of Aldabra common stock that the holders of Aldabra Registrable Securities own until such time as the holders of Aldabra Registrable Securities own less than 5% of the voting power of all of the outstanding capital stock of Aldabra.

        Holders of registrable securities representing at least 5% of Aldabra's common stock will have information and inspection rights with respect to Aldabra and its subsidiaries (including the right to receive copies of quarterly and annual consolidated financial statements of Aldabra and copies of annual budgets and the right to visit and inspect any of the properties and to examine the corporate and financial records of Aldabra and its subsidiaries). Additionally, the investor rights agreement sets forth affirmative and negative covenants to which Aldabra will be subject to as long as the holders of Seller Registrable Securities own at least 33% of the shares of Aldabra common stock issued to the holders of Seller Registrable Securities as of the closing date of the Acquisition. The negative covenants restrict Aldabra and/or its subsidiaries from conducting certain activities or taking certain actions without the affirmative written consent of the holders of a majority of the Seller Registrable Securities then outstanding, including, without limitation, making distributions on its equity securities, redemptions, purchases or acquisitions of its equity securities, issuances or sales of equity securities, securities exchangeable or convertible for equity securities, debt or convertible or exchangeable debt securities, loans, advances or guarantees, mergers and acquisitions, asset sales, liquidations, recapitalizations, non-ordinary business activities, changes of organizational documents, change of arrangements with its officers, directors, employees and other related persons, incurrence of indebtedness for borrowed money or capital leases above specified thresholds and a sale of Aldabra. Pursuant to the affirmative covenants, unless the holders of a majority of the Seller Registrable Securities then outstanding have otherwise consented in writing, Aldabra and each of its subsidiaries is required to perform certain activities, including, without limitation, preservation of its corporate existence and material licenses, authorizations and permits necessary to the conduct of its business, maintenance of its material properties, discharge of certain statutory liens, performance under material contracts, compliance with applicable laws and regulations, preservation of adequate insurance coverage, and maintenance of proper books of record and account.

        In addition, the investor rights agreement sets forth additional affirmative covenants to which Aldabra and its subsidiaries will be subject during any period(s) in which the Seller and/or any person or entity affiliated with the Seller is required to consolidate the results of operations and financial position of Aldabra and/or any of its subsidiaries or to account for its investment in Aldabra under the equity method of accounting (determined in accordance with GAAP and consistent with the SEC

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reporting requirements), including, without limitation: (i) maintaining disclosure controls and procedures and internal control over financial reporting as defined in Exchange Act Rule 13a-15; (ii) maintaining a fiscal year that commences and ends on the same calendar days as Seller's fiscal year commences and ends, and maintaining monthly and quarterly accounting periods that commence and end on the same calendar days as Seller's monthly and quarterly accounting periods commence and end; (iii) delivering monthly, quarterly and annual financial statements and other financial information in a form and within specified time periods such that Seller can properly satisfy its reporting obligations under the Exchange Act and applicable law; (iv) submitting for review and comment by Seller prior to its filing with the SEC, certain information and related filings of Aldabra and its subsidiaries (including, without limitation, financial statements of Aldabra and its subsidiaries); and (v) cooperating fully with (including, without limitation, by providing any information reasonably requested by the Seller) the Seller in the preparation of any of the Seller's public earnings or other press releases, quarterly reports on Form 10-Q, annual reports to its stockholders, annual reports on Form 10-K, any current reports on Form 8-K and any other proxy, information and registration statements, reports, notices, prospectuses and any other filings made by the Seller with the SEC, any national securities exchange or otherwise made publicly available.

Contribution Agreement

        In connection with the Acquisition and as a condition for its completion, prior to the closing of the Acquisition, the Seller and the Target will enter into a contribution agreement pursuant to which the Seller will contribute, and cause certain of its subsidiaries to contribute, to the Target certain assets of the Seller and its subsidiaries to the extent predominantly used in the operation of BPP, and the Seller shall assign, and cause certain of its subsidiaries to assign, to the Target, and the Target shall assume from the Seller and certain of its subsidiaries, certain liabilities related to the operation of BPP, the contributed assets and/or the Paper Group.

Timber Procurement and Management Agreement

        In connection with the Acquisition and as a condition for its completion, prior to the closing of the Acquisition, Louisiana Timber Procurement Company, L.L.C. ("LTPC") shall be formed as a limited liability company in the State of Delaware. LTPC will be managed as a joint venture between Aldabra and the Seller. In connection with the Acquisition and as a condition for its completion, each of BP&N and Boise Building Solutions Manufacturing, L.L.C. ("BBSM"), a post-closing subsidiary of the Seller, will (i) become members of the LTPC, with each owning 50% of the outstanding units, and (ii) enter into a timber procurement and management agreement with LTPC pursuant to which LTPC will manage the procurement for each of BP&N and BBSM of their respective requirements for saw logs and pulpwood for BP&N's pulp and paper mill in DeRidder, Louisiana, and for BBSM's plywood mills in Oakdale, Louisiana and Florien, Louisiana.

Intellectual Property License Agreement

        In connection with the Acquisition and as a condition for its completion, Aldabra (on behalf of itself and its affiliates) and the Seller (on behalf of itself and its affiliates) will enter into an intellectual property license agreement pursuant to which the Seller will provide Aldabra a royalty-free, fully-paid, worldwide, non-transferable (except under certain circumstances (e.g., to any affiliate or a successor-in-interest to BPP)) and exclusive right and license (subject to specified retained rights of the Seller) to use specified trademarks of the Seller in connection with the operation of BPP (on the terms and conditions set forth therein). Specifically, the Seller will license to Aldabra the tradename "Boise" for exclusive use in all product categories associated with paper and packaging. Seller will also license to Aldabra the trademark GRAPHIC for exclusive use in all product categories other than those associated with wood and building products.

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Outsourcing Agreement

        In connection with the Acquisition and as a condition for its completion, Aldabra and the Seller will enter into an outsourcing services agreement. Pursuant to this agreement, the parties will provide administrative services, such as information technology, accounting, financial management, and human resources services, to each other for a price equal to the provider's fully allocable cost. The initial term of the agreement is for three years. It will automatically renew for one-year terms unless either party provides notice of termination to the other party at least 12 months in advance of the applicable term.

        Because the headquarters operations (including a majority of legacy corporate functions) of the Seller are being purchased by Aldabra as part of the Acquisition, substantially all of the services provided under this agreement will be provided to the Seller by BPC. The provision of services to the Seller by BPC is important to the operating success of the Seller. Either the Seller or Aldabra may terminate the agreement before its expiration only if (i) the Seller has failed to pay undisputed invoiced amounts due on three consecutive monthly invoices or for a total of 100 days; and (ii) after receipt of notice of the other party's intent to terminate the agreement the party receiving such notice has failed to cure such default. A party that is receiving services pursuant to the agreement may terminate the agreement with respect to the services that it receives (but not with respect to the services it provides) at any time without cause. If the Seller terminates the agreement with respect to the services that it receives without cause during the three-year initial term, it will be required to pay BPC a termination fee that decreases over time. BPC will not be required to pay any termination fee if it terminates the agreement with respect to the services that it receives at any time during the term of the agreement.

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ACQUISITION FINANCING

The Debt Commitment Letter

        Buyer Sub has obtained a commitment from the Initial Lenders to provide, subject to customary and other conditions:


        The incremental $60.7 million of additional borrowings under the second lien facility (the "Incremental Amount") will be made available to fund a portion of the cash purchase price to the extent holders of IPO Shares elect to exercise conversion rights, as follows: (i) any Incremental Amount resulting from the election of conversion rights with respect to up to 10% of the IPO Shares will be funded with additional loans made under the second lien facility; (ii) 50% of any Incremental Amount resulting from the election of conversion rights with respect to more than 10% but no more than 20% of the IPO Shares will be funded by additional loans made under the second lien facility and the remaining 50% of such Incremental Amount will be funded (in lieu of cash in such amount that would otherwise be paid to the Seller) by receipt by the Seller of additional Aldabra common stock; (iii) any Incremental Amount resulting from the election of conversion rights with respect to more than 20% but fewer than 30% of the IPO Shares will be funded (in lieu of cash in such amount that would otherwise be paid to the Seller) by receipt by the Seller of additional Aldabra common stock; (iv) any Incremental Amount resulting from the election of conversion rights with respect to 30% or more but fewer than 40% of the IPO Shares will be funded (in lieu of cash in such amount that would otherwise be paid to the Seller) by receipt by the Seller of additional Aldabra common stock; provided that, in lieu of a portion of the Aldabra common stock otherwise payable to the Seller, the Seller shall receive a subordinated promissory note. For illustrative purposes, the table below sets forth the amount of additional loans that will be made under the second lien facility if holders of IPO Shares elect to exercise conversion rights with respect to 5%, 10%, 15% and 20% of the IPO Shares.

Percentage of IPO Shares with respect to which conversion rights have been exercised
   Additional Second Lien Facility
5%   $ 20.2 million
10%   $ 40.4 million
15%   $ 50.6 million
20%   $ 60.7 million

        Proceeds from the first and second lien facilities will be used to fund, in part, the cash portion of the Acquisition purchase price and any original issue discount ("OID") described below under "Issue Price," and to pay fees, commissions and expenses in connection with the Acquisition. Proceeds from the first lien revolving facility will also be used to provide for the ongoing working capital requirements of BPP following the Acquisition, for permitted capital expenditures and permitted acquisitions and for general corporate purposes. If there is any additional OID applicable to any of the facilities, such additional OID may be funded through additional borrowings under the first or second lien facilities.

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        The first lien term facilities will be issued at 99.0% of the stated principal amount of the first lien term facilities. The second lien facility will be issued at 98.0% of the stated principal amount of the second lien facility.

        The outstanding principal amount of the Tranche A term facility will be payable in equal quarterly installments of (i) 2.5% per annum during the first year of the Tranche A term facility, (ii) 5% per annum during the second year of the Tranche A term facility, (iii) 10% per annum during each of the third and fourth years of the Tranche A term facility and (iv) 20% per annum during the fifth year of the Tranche A term facility, with the remaining balance due in equal quarterly installments in the final year of the Tranche A term facility. The outstanding principal amount of the Tranche B term facility will be payable in equal quarterly installments of 1% per annum prior to the seventh anniversary of the closing date of the Acquisition, with the remaining balance due on the maturity date for the Tranche B term facility. No amortization will be required with respect to the first lien revolving facility and the second lien facility.

        The first and second lien facilities will be guaranteed by each of Buyer Sub's existing and subsequently acquired domestic (and, to the extent no material adverse tax consequences to Buyer Sub would result therefrom, foreign) subsidiaries (including Target) and a wholly-owned subsidiary of Aldabra that will be formed prior to the Acquisition closing date for the purpose of holding all of the outstanding equity securities of Buyer Sub. The first lien facilities will be secured by a first priority security interest in substantially all of the real, personal and mixed property of Buyer Sub and the guarantors. Additionally, the first lien facilities will be secured by a first priority security interest in 100% of the capital stock of Buyer Sub and each of its domestic subsidiaries, 65% of the capital stock of each of Buyer Sub's foreign subsidiaries and all intercompany debt. The second lien facilities will be secured by a second priority security interest in substantially all of the real, personal and mixed property of Buyer Sub and the guarantors. Additionally, the second lien facility will be secured by a second priority security interest in 100% of the capital stock of Buyer Sub and each of its domestic subsidiaries, 65% of the capital stock of each of Buyer Sub's foreign subsidiaries and all intercompany debt.

        All amounts borrowed under the first lien facilities will initially bear interest, at Buyer Sub's option, as follows:

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        Beginning on the adjustment date, the applicable margin for the Tranche A term facility and the first lien revolving facility will be subject to change based upon a leverage ratio with margins equal to or lower than the initial margins.

        All amounts borrowed under the second lien facility will bear interest, at Buyer Sub's option, as follows:

        For purposes of the facilities, the "customary base rate" means, for any day, a rate per annum equal to the greater of (i) the rate of interest quoted in The Wall Street Journal, Money Rates Section as the "Prime Rate" (currently defined as the base rate on corporate loans posted by at least 75% of the nation's 30 largest banks), as in effect from time to time and (ii) the federal funds effective rate in effect on such day plus 1/2 of 1%.

        In connection with the first lien revolving credit facility, Buyer Sub will pay commitment fees equal to 0.50% per annum times the daily average undrawn portion of the first lien revolving facility (reduced by the amount of letters of credit issued and outstanding), which fee will accrue from the Acquisition closing date and shall be payable quarterly in arrears. On and after the adjustment date, the first lien revolving facility commitment fee will be determined by a grid based on the leverage ratio at rates to be determined.

        Buyer Sub will also pay annual agency fees with respect to the facilities (not to exceed $200,000 per year in the aggregate).

        During the term of the first and second lien facilities, Buyer Sub, the guarantors and their subsidiaries on a consolidated basis will be subject to financial covenants, setting forth the maximum consolidated indebtedness to EBITDA and minimum EBITDA to consolidated interest expense ratio and maximum capital expenditures.

        The first lien facilities may be prepaid in whole or in part without premium or penalty; provided that loans bearing interest with reference to the reserve adjusted Eurodollar rate will be prepayable only on the last day of the related interest period unless Buyer Sub pays any related breakage costs. Voluntary prepayments of the first lien term facilities will be applied to scheduled amortization payments as directed by Buyer Sub.

        In the event all or any portion of the Tranche B term facility is repaid for any reason (other than voluntary prepayments and prepayments with respect to insurance proceeds and excess cash flow) prior to the first anniversary of the Acquisition closing date, such repayments will be made at 101.0% of the amount repaid.

        All mandatory prepayments will first be applied to the first lien facilities in a pro rata amount, and only after they are completely paid will prepayments be applied to the second lien facility. The second lien facility may not be prepaid in whole or in part at any time prior to the second anniversary of the Acquisition closing date. Subject to the provisions of the first lien facilities, in the event the second lien facility is prepaid at any time prior to the second anniversary of the Acquisition closing date, which is known as the "make-whole termination date." Buyer Sub shall pay a prepayment premium equal to the "make-whole premium" as described below.

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        At any time after the second anniversary of the Acquisition closing date, subject to the provisions of the first lien facilities, the second lien facility may be prepaid in whole or in part subject to the "call premium" as described below; provided that loans bearing interest with reference to the reserve adjusted Eurodollar rate will be prepayable only on the last day of the related interest period unless Buyer Sub pays any related breakage costs.

        The "make-whole premium" means, with respect to a second lien facility loan on any date of prepayment, the present value of (a) all required interest payments due on such second lien facility loan from the date of prepayment through and including the make-whole termination date (excluding accrued interest) (assuming that the interest rate applicable to all such interest is the swap rate at the close of business on the third business day prior to the date of such prepayment with the termination date nearest to make-whole termination date plus the Eurodollar interest rate margin applicable to the second lien facility on such date) plus (b) the prepayment premium that would be due if such prepayment were made on the day after the make-whole termination date, in each case discounted to the date of prepayment on a quarterly basis (assuming a 360-day year and actual days elapsed) at a rate equal to the sum of such swap rate plus 0.50%.

        The "call premium" means, in the event all or any portion of the second lien facility is repaid as a result of a voluntary or mandatory prepayment (other than prepayments with respect to insurance proceeds and excess cash flow) after the second anniversary of the Acquisition closing date, but on or prior to the fourth anniversary of the Acquisition closing date, such repayments will be made at (i) 102.0% of the amount repaid if such repayment occurs after the second anniversary of the Acquisition closing date, but on or prior to the third anniversary of the Acquisition closing date and (ii) 101.0% of the amount repaid if such repayment occurs after the third anniversary of the Acquisition closing date, but on or prior to the fourth anniversary of the Acquisition closing date.

        Except as described below, the loan documentation for the first and second lien facilities will contain, among other terms, representations and warranties, covenants, events of default and indemnification customary for loan agreements for similar leveraged acquisition financings and other representations and warranties and covenants deemed by the administrative agent of the first lien facilities or the second lien facility, as applicable, to be appropriate for the specific transaction.

        Restrictive covenants applicable to Buyer Sub and the guarantors, subject to customary terms and conditions and other negotiated exceptions in addition to those described below, will include limitations on the following:

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        Each Initial Lender's commitment is subject to customary conditions to closing and to the following:

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Percentage of IPO Shares with respect to which conversion rights are elected
   Maximum Leverage
5%   4.12:1.00
10%   4.21:1.00
15%   4.25:1.00
20%   4.29:1.00

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        Although the total amount of the facilities may not be reduced, subject to certain limitations, the terms (other than conditions), pricing and/or structure of the first and second lien facilities are subject to change at any time prior to the earlier of (i) a successful syndication, as described below, and (ii) 90 days after the closing date, if GSCP determines that such changes are reasonably necessary to facilitate the successful syndication of any of the facilities.

        Each Initial Lender's commitments under the commitment letter will terminate upon the first to occur of (i) the consummation of the Acquisition, (ii) the termination of, or the date on which Buyer Sub notifies the Commitment Parties of the abandonment of, the purchase agreement, (iii) a material breach by Buyer Sub under the Debt Commitment Letter that is capable of being cured and has not been cured within ten days following (x) notice of such breach given by the arranger to Buyer Sub or (y) knowledge of such breach by Aldabra and (iv) February 28, 2008, unless the closing of the facilities has occurred on or before such date.

        GSCP and Lehman Brothers Inc. are acting as the joint lead arrangers and joint bookrunners; and GSCP is acting as syndication agent for both the first lien and second lien facilities, and as the sole administrative agent with respect to the first lien facilities; LCPI is acting as administrative agent for the second lien facility.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated balance sheet combines the historical unaudited balance sheets of Aldabra and BPP as of September 30, 2007, giving effect to the Acquisition and the Debt Financing as if they had occurred on September 30, 2007.

        The following unaudited pro forma condensed consolidated statements of income (loss) for the nine months ended September 30, 2007, combine the unaudited historical statement of operations of Aldabra from February 1, 2007 (date of inception) through September 30, 2007, and the unaudited historical statement of income of BPP for the nine months ended September 30, 2007. The unaudited pro forma condensed consolidated statement of loss for the year ended December 31, 2006, is derived from the historical audited statement of income of BPP for the year ended December 31, 2006. Because Aldabra was formed on February 1, 2007, it has no results included in the pro forma condensed consolidated statement of loss for the year ended December 31, 2006. These pro forma income statements give effect to the Acquisition and the Debt Financing as if they had occurred on January 1, 2006.

        The historical financial information has been adjusted to give effect to pro forma events that are directly attributable to the transaction, are factually supportable and, in the case of the pro forma income statements, have a recurring impact.

        The Acquisition will be accounted for under the purchase method of accounting. The purchase price allocation has not been finalized and is subject to change based upon recording actual transaction costs, finalization of working capital adjustments, and completion of appraisals of tangible and intangible assets of the acquired BPP business.

        These unaudited pro forma financial statements assume that Aldabra receives the full amount of debt financing at the closing contemplated by the Debt Commitment Letter and reflect assumptions with respect to the Debt Financing, including but not limited to the structure of the new credit facilities, interest rates and OID, which assumptions are subject to changes that may be material. These unaudited pro forma financial statements assume an Average Trading Price of $9.77, which is the midpoint of the range of average trading values provided for in the purchase agreement. The actual price per share will equal the average per share closing price of Aldabra common stock for the 20 trading days ending on the third trading day immediately prior to the consummation of the Acquisition. In accordance with SFAS No. 141, Business Combinations, the value of the securities issued in the Acquisition will reflect the market price for the securities for a reasonable period before the Acquisition measurement date, which period may differ from the 20 trading days referenced above.

        The unaudited pro forma condensed consolidated balance sheet at September 30, 2007, and the unaudited pro forma condensed consolidated statements of income (loss) for the nine months ended September 30, 2007, and the year ended December 31, 2006, have been prepared using two different levels of approval of the transaction by the Aldabra stockholders, as follows:

        Aldabra is providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with the historical financial statements of Aldabra and BPP and the related notes included elsewhere in this proxy statement. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

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Unaudited Pro Forma Condensed Consolidated Balance Sheets as of September 30, 2007

 
   Aldabra
   Boise Paper Products
   Pro Forma Adjustments (Assuming No Exercise of Conversion Rights)
   Pro Forma (Assuming No Exercise of Conversion Rights)
   Pro Forma Adjustments (Assuming Maximum Exercise of Conversion Rights)
   Pro Forma (Assuming Maximum Exercise of Conversion Rights)
 
   (dollars in thousands)
ASSETS                                    
Current                                    
Cash   $ 83   $ 8   $ 404,531   (a) $ 38,202   $ (161,700 )(q) $ 38,202
                  (1,312,000 )(b)         60,700   (r)    
                  946,000   (c)         101,000   (s)    
                  (12,420 )(d)         —      
                  (26,000 )(e)         —      
                  38,000   (f)         —      
Cash held in trust     404,531     —     (404,531 )(a)   —     —     —
Receivables                                    
  Trade, less allowances     —     192,458     —   (g)   192,458     —     192,458
  Related parties     —     54,534     —     54,534     —     54,534
  Other     —     8,213     —     8,213     —     8,213
Inventories     —     328,727     17,211   (h)   345,938     —     345,938
Other     53     9,661           9,714     —     9,714
   
 
 
 
 
 
      404,667     593,601     (349,209 )   649,059     —     649,059
   
 
 
 
 
 
Property                                    
Property and equipment, net     —     1,162,310     87,919   (i)   1,250,229     —     1,250,229
Fiber farms and deposits     —     18,393     —   (i)   18,393     —     18,393
   
 
 
 
 
 
      —     1,180,703     87,919     1,268,622     —     1,268,622
   
 
 
 
 
 
Deferred financing costs     —     —     26,000   (e)   26,000     —     26,000
Goodwill     —     42,336     (42,336 )(j)   —     —     —
Intangible assets     —     23,967     6,698   (k)   30,665     —     30,665
Deferred tax asset     37     —     (37 )(l)   —     —     —
Other assets     1,346     8,746     —     10,092     —     10,092
   
 
 
 
 
 
Total assets   $ 406,050   $ 1,849,353   $ (270,965 ) $ 1,984,438   $ —   $ 1,984,438
   
 
 
 
 
 

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements, which are an integral part of these statements.

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Unaudited Pro Forma Condensed Consolidated Balance Sheets as of September 30, 2007

 
   Aldabra
   Boise Paper Products
   Pro Forma Adjustments (Assuming No Exercise of Conversion Rights)
   Pro Forma (Assuming No Exercise of Conversion Rights)
   Pro Forma Adjustments (Assuming Maximum Exercise of Conversion Rights)
   Pro Forma (Assuming Maximum Exercise of Conversion Rights)
 
   (dollars in thousands)
LIABILITIES AND CAPITAL                                    
Current                                    
Current portion of long-term debt   $ —   $ —   $ 11,000   (c) $ 11,000   $ —   $ 11,000
Accounts payable                                    
  Trade     —     169,907     —     169,907     —     169,907
  Related parties     —     674     —     674     —     674
Accrued liabilities                                    
  Compensation and benefits     —     51,381     —     51,381     —     51,381
  Taxes payable     2,458     1,628     (4,086 )(l)   —     —     —
  Other     708     20,603     —     21,311     —     21,311
Deferred underwriting fees     12,420     —     (12,420 )(d)   —     —     —
   
 
 
 
 
 
      15,586     244,193     (5,506 )   254,273     —     254,273
   
 
 
 
 
 
Debt                                    
Long-term debt, less current portion     —     —     935,000   (c)   935,000     60,700   (r)   995,700
Note payable to related party     —     —     —     —     101,000   (s)   107,807
                              6,807   (t)    
   
 
 
 
 
 
      —     —     935,000     935,000     168,507     1,103,507
   
 
 
 
 
 
Other                                    
Deferred income taxes     —     773     (773 )(l)   —     —     —
Compensation and benefits     —     5,552     34,300   (m)   39,852     —     39,852
Other long-term liabilities     —     27,679     —     27,679     —     27,679
   
 
 
 
 
 
      —     34,004     33,527     67,531     —     67,531
   
 
 
 
 
 
Common stock subject to possible conversion     159,760     —     (159,760 )(n)   —     —     —
  (16,555,860 shares)                                    
Commitments and contingent liabilities                                    
Capital                                    
Net equity transactions with related party     —     1,571,156     (1,312,000 )(o)   —     —     —
                  (259,156 )(o)                
Common stock par value $.0001, 51,750,000 shares outstanding     5     —     3   (b)   8     (2 )(q)   6
Additional paid-in capital     227,640     —     324,997   (b)   724,567     (159,391 )(q)   558,369
                  12,170   (p)         (6,807 )(t)    
                  159,760   (n)                
Income accumulated during development stage     3,059     —     —     3,059     (2,307 )(q)   752
   
 
 
 
 
 
Total capital     230,704     1,571,156     (1,074,226 )   727,634     (168,507 )   559,127
   
 
 
 
 
 
Total liabilities and capital   $ 406,050   $ 1,849,353   $ (270,965 ) $ 1,984,438   $ —   $ 1,984,438
   
 
 
 
 
 

        See the accompanying notes to the unaudited pro forma condensed consolidated financial statements, which are an integral part of these statements.

122

Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss)
for the Nine Months Ended September 30, 2007

 
   Aldabra
   Boise Paper Products
   Pro Forma Adjustments (Assuming No Exercise of Conversion Rights)
   Pro Forma (Assuming No Exercise of Conversion Rights)
   Pro Forma Adjustments (Assuming Maximum Exercise of Conversion Rights)
   Pro Forma (Assuming Maximum Exercise of Conversion Rights)
  
 
   (dollars in thousands)

  
Sales                                      
  Trade   $ —   $ 1,215,777   $ —   $ 1,215,777   $ —   $ 1,215,777  
  Related parties     —     529,276     —     529,276     —     529,276  
   
 
 
 
 
 
 
      —     1,745,053     —     1,745,053     —     1,745,053  
   
 
 
 
 
 
 
Costs and expenses                                      
  Materials, labor and other operating expenses     —     1,464,284     —     1,464,284     —     1,464,284  
  Fiber costs from related parties     —     30,834     —     30,834     —     30,834  
  Depreciation, amortization, and depletion     —     84,536     16,359   (a)   100,068     —     100,068  
                  (827) (b)                  
  Selling and distribution expenses     —     43,587     —     43,587     —     43,587  
  General and administrative expenses     155     32,335     —   (c)   32,490     —     32,490  
  Other (income) expense, net     —     (567)     —     (567 )   —     (567 )
   
 
 
 
 
 
 
      155     1,655,009     15,532     1,670,696     —     1,670,696  
   
 
 
 
 
 
 
Income (loss) from operations     (155 )   90,044     (15,532 )   74,357     —     74,357  
   
 
 
 
 
 
 
  Foreign exchange gain     —     1,207     —     1,207     —     1,207  
  Interest expense     —     —     (67,524 )(d)   (71,610 )   (15,869 )(h)   (87,593 )
                  (1,197 )(e)         (114 )(i)      
                  (2,889 )(f)                  
  Interest income     5,769     475     —     6,244     —     6,244  
   
 
 
 
 
 
 
      5,769     1,682     (71,610 )   (64,159 )   (15,983 )   (80,142 )
   
 
 
 
 
 
 
Income (loss) before income taxes     5,614     91,726     (87,142 )   10,198     (15,983 )   (5,785 )
  Income tax (provision) benefit     (2,555 )   (2,982)     5,537   (g)   —     —   (j)   —  
   
 
 
 
 
 
 
Net income (loss)   $ 3,059   $ 88,744   $ (81,605 ) $ 10,198   $ (15,983 ) $ (5,785 )
   
 
 
 
 
 
 
Earnings (loss) per share:                                      
  Basic   $ 0.11               $ 0.12              
  Diluted                     $ 0.10              

Loss per share assuming maximum exercise of conversion rights
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic and diluted                                 $ (0.08 )

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements, which are an integral part of these statements.

123

Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss)
for the Year Ended December 31, 2006

 
   Aldabra
   Boise Paper Products
   Pro Forma Adjustments (Assuming No Exercise of Conversion Rights)
   Pro Forma (Assuming No Exercise of
Conversion Rights)
   Pro Forma Adjustments (Assuming Maximum Exercise of Conversion Rights)
   Pro Forma (Assuming Maximum Exercise of Conversion Rights)
  
 
   (dollars in thousands)

  
Sales                                      
  Trade   $ —   $ 1,567,421   $ —   $ 1,567,421   $ —   $ 1,567,421  
  Related parties     —     654,536     —     654,536     —     654,536  
   
 
 
 
 
 
 
      —     2,221,957     —     2,221,957     —     2,221,957  
   
 
 
 
 
 
 
Costs and expenses                                      
  Materials, labor and other operating expenses     —     1,874,344     —     1,874,344     —     1,874,344  
  Fiber costs from related parties     —     30,418     —     30,418     —     30,418  
  Depreciation and amortization     —     116,398     8,148 (a)   124,469     —     124,469  
                  (77 )(b)                  
  Selling and distribution expenses     —     59,756     —     59,756     —     59,756  
  General and administrative expenses     —     44,498     — (c)   44,498     —     44,498  
  Other (income) expense, net     —     2,724     —     2,724     —     2,724  
   
 
 
 
 
 
 
      —     2,128,138     8,071     2,136,209     —     2,136,209  
   
 
 
 
 
 
 
Income (loss) from operations     —     93,819     (8,071 )   85,748     —     85,748  
   
 
 
 
 
 
 
  Foreign exchange loss     —     (86 )   —     (86 )   —     (86 )
  Interest expense     —     —     (91,565 )(d)   (97,015 )   (21,422 )(h)   (118,589 )
                  (1,595 )(e)         (152 )(i)      
                  (3,855 )(f)                  
  Interest income     —     569           569     —     569  
   
 
 
 
 
 
 
      —     483     (97,015 )   (96,532 )   (21,574 )   (118,106 )
   
 
 
 
 
 
 
Income (loss) before income taxes     —     94,302     (105,086 )   (10,784 )   (21,574 )   (32,358 )
  Income tax provision     —     (1,381 )   1,381 (g)   —     — (j)   —  
   
 
 
 
 
 
 
Net income (loss)   $ —   $ 92,921   $ (103,705 ) $ (10,784 ) $ (21,574 ) $ (32,358 )
   
 
 
 
 
 
 
Earnings (loss) per share:                                      
  Basic and diluted   $ —     —     —   $ (0.13 )   —     —  

Loss per share assuming maximum exercise of conversion rights:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Basic and diluted     —     —     —     —     —   $ (0.47 )

See the accompanying notes to the unaudited pro forma condensed consolidated financial statements, which are an integral part of these statements.

124

1.     Calculation of Purchase Price

        At the closing of the Acquisition, Aldabra will deliver cash and stock equal to $1,625 million plus an incremental amount equal to the sum of (i) the Paper Group's cash and cash equivalents, (ii) plus or minus the amount by which BPP's paper and packaging and newsprint businesses' net working capital is greater or less than $329 million, and (iii) plus the amount (if any) by which Aldabra's net working capital is less than $404.4 million.

        Because the paper and packaging and newsprint businesses' working capital balances are subject to seasonality, in the sources and uses table disclosed in Note 2 and the unaudited condensed consolidated pro forma financial statements, we did not use the September 30, 2007, working capital balances to adjust for any amount by which we expect net working capital to be greater or less than $329 million. Because of seasonality, any such adjustment would not be representative of the working capital adjustment on the closing date. The unaudited condensed consolidated pro forma financial statements do, however, include a $12.17 million Aldabra purchase price adjustment based on Aldabra's expected net working capital being less than $404.4 million, which would increase the purchase price by $12.17 million.

2.     Sources and Uses

        The following tables of sources and uses has been prepared using the two different levels of approval of the transaction (i) assuming no exercise of conversion rights and (ii) assuming maximum exercise of conversion rights; both of which are described in detail above.

Sources
  
 
   Assuming No Exercise of Conversion Rights
   Assuming Maximum Exercise of Conversion Rights
  
 
   (dollars in millions)

  
Cash in trust held for payment to Aldabra stockholders that exercise their conversion rights   $ —   $ 162 (1)
   
 
 
Aldabra cash   $ 392 (2) $ 230  

Cash proceeds from new debt
 
 
946
(3)
 
1,007
(3)

Subordinated note payable to the Seller
 
 
—
 
 
101
(4)
   
 
 
Non-equity consideration     1,338     1,338  
   
 
 
Contributed cash by the Seller     (38) (5)   (38 )(5)
   
 
 
Net non-equity consideration     1,300     1,300  
   
 
 
Equity consideration     325     325  
   
 
 
Purchase price before working capital adjustment     1,625     1,625  
   
 
 
Aldabra's working capital adjustment paid with subordinated note payable to the Seller     —     7 (4)

Aldabra's working capital adjustment paid with equity consideration
 
 
12
(2)
 
5
(4)
   
 
 
Total purchase price after Aldabra working capital adjustment and net of contributed cash   $ 1,637   $ 1,637  
   
 
 

125


Uses
 
 
   Assuming
No Exercise
of Conversion
Rights
   Assuming
Maximum
Exercise of
Conversion
Rights
  
 
   (dollars in millions)

  
Cash paid to Aldabra shareholders that exercise their conversion rights   $ —   $ 162 (1)
   
 
 
Cash paid to the Seller   $ 1,312   $ 1,211  

Subordinated note payable to the Seller
 
 
—
 
 
101
(4)

Financing fees and other expenses
 
 
26
 
 
26
 
   
 
 
Total paid     1,338     1,338  
   
 
 
Contributed cash by the Seller     (38 )   (38 )(5)
   
 
 
Net amount paid     1,300     1,300  
   
 
 
Equity consideration     325     325  
   
 
 
Purchase price before working capital adjustments     1,625     1,625  
   
 
 
Aldabra's working capital adjustment paid with subordinated note payable to the Seller     —     7 (4)

Aldabra's working capital adjustment paid with equity consideration
 
 
12
(2)
 
5
(4)
   
 
 
Total purchase price after Aldabra working capital adjustment and net of contributed cash   $ 1,637   $ 1,637  
   
 
 
(1)
Assumes $162 million of cash held in trust is paid to Aldabra stockholders upon exercise of their conversion rights and Aldabra's available cash balance is reduced by the same amount.

(2)
Calculated based on $404.4 million of cash available at closing, less $12.42 million to pay the deferred underwriting fees related to Aldabra's initial public offering, as well as other transaction-related expenses incurred.

(3)
Assumes Aldabra receives the full amount of the debt financing contemplated by the Debt Commitment Letter to pay the Cash Portion of the purchase price.

(4)
Aldabra will pay the non-cash portion of the purchase price in Aldabra stock, valued at the Average Trading Price, but will issue a subordinated promissory note in lieu of Aldabra stock to the extent that the issuance of shares would cause the Seller to own greater than 49% of Aldabra's outstanding common stock. The pro forma statements assume $5 million of additional equity consideration. These pro forma statements also assume the Seller receives a subordinated promissory note in the amount of $108 million, of which $101 million is used to fund the base purchase price and $7 million is used to pay part of the working capital adjustment for Aldabra.

(5)
Immediately prior to the Acquisition, the Seller will contribute $38 million cash to BPP.

126

3.     Purchase Price Allocation

        The allocation of the purchase price is estimated to be as follows (dollars in millions):

Current assets   $ 611  
Property and equipment     1,250  
Fiber farms and deposits     18  
Intangible assets     31  
Deferred financing costs     26  
Other assets     9  
Current liabilities     (240 )
Long-term liabilities     (68 )
   
 
  Total purchase price   $ 1,637  
   
 

        The purchase price allocation is preliminary. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed. The purchase price allocation will remain preliminary until we complete a third-party valuation and determine these fair values, finalize the terms of the financing for the transaction, determine actual transaction costs, and finalize working capital adjustments. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the preliminary amounts presented in the unaudited pro forma condensed consolidated financial statements. See Note 4i and 4k for the estimated useful lives of the assets acquired.

4.     Adjustments to the Unaudited Pro Forma Condensed Consolidated Balance Sheet

Assuming No Exercise of Conversion Rights

a.
to record the reclassification from "cash held in trust" to "cash";

b.
to record cash paid to Seller before the debt financing and other expenses (discussed in Note e below) and $325 million of equity consideration (before Aldabra working capital adjustments) issued for the Acquisition;

c.
to record the receipt of $946.0 million of debt ($957.3 million before original issue discount ("OID")) incurred in connection with the Acquisition (dollars in millions):

 
   Principal
   OID
   Principal, Net of OID
  
Revolving credit facility   $ 32.3   $ —   $ 32.3  
Term loan A     250.0     (2.5 )   247.5  
Term loan B     475.0     (4.8 )   470.2  
Second lien facility     200.0     (4.0 )   196.0  
   
 
 
 
    $ 957.3   $ (11.3 )   946.0 (1)
   
 
       
Less: current portion of long-term debt                 (11.0 )(2)
               
 
Long-term debt, less current portion               $ 935.0  
               
 
(1)
The Debt Commitment Letter provides that the pricing and/or structure of the first and second lien facilities are subject to change at any time prior to the earlier of (i) a successful syndication of the debt facilities, and (ii) 90 days after the closing date, if the arranger determines that such changes are reasonably necessary to facilitate the successful syndication of any of the facilities. If such changes include additional OID applicable to any of the facilities, such additional OID may be funded through additional borrowings under the first or second lien facilities. Each 25 basis point increase in the OID represents a $2.3 million increase in borrowings.

127

(2)
Reflects the current portion of long-term debt per the amortization schedule outlined in the Debt Commitment Letter.

d.
to reflect the payment of underwriting fees related to Aldabra's initial public offering. These underwriting fees become payable once the Acquisition is completed;

e.
to record deferred financing costs and other expenses paid by Aldabra in connection with the Acquisition;

f.
to reflect $38 million of cash the Seller is required to contribute to BPP immediately prior to the Acquisition;

g.
to continue to reflect receivables at book value carried on BPP's books, which are estimated to approximate fair value;

h.
to adjust to reflect estimated fair market value, less cost to sell;

i.
to adjust property and equipment and fiber farms and deposits values to BPP management's best estimate of fair value, pending completion of a third-party valuation. The average remaining useful lives of the assets is expected to be approximately 11 years;

j.
to eliminate previously recorded goodwill. We have not allocated any amounts related to the Acquisition to goodwill, pending completion of a third-party valuation;

k.
to record the estimated fair value of intangible assets based on BPP management's estimate, pending completion of a third-party valuation as follows (dollars in millions):

Description
   Amount
   Amortization Period
Trade names and trademarks   $ 14.4   —
Customer relationships     11.3   5 years
Technology     5.0   3 to 5 years
   
   
    $ 30.7    
   
   
l.
to account for the Acquisition using the purchase method of accounting. For tax purposes, they will also allocate the fair market value to these assets on the Acquisition date. The values assigned are not expected to differ for financial reporting or tax purposes. As a result, at September 30, 2007, there are no deferred tax assets or liabilities recorded on the balance sheet;

m.
to record estimated pension liabilities assumed in the Acquisition, pending completion of an actuarial review;

n.
to reclassify $159.8 million of common stock subject to redemption to permanent equity;

o.
to eliminate BPP's equity balances;

p.
to issue $12.17 million of equity to the Seller for the amount that Aldabra's net working capital is less than $404.4 million;

Assuming Maximum Exercise of Conversion Rights

q.
to reflect the cash payment to Aldabra stockholders for their pro rata interest in the trust fund;

r.
to reflect the incurrence of an additional $60.7 million of borrowings on the second lien facility;

s.
to reflect the reduction in the cash paid to the Seller (discussed in Note b above) and the payment of a portion of the non-cash purchase price through the issuance to the Seller of a subordinated note in lieu of Aldabra stock (as described in footnote (4) to Note 2 above);

128

t.
to reflect the issuance of a subordinated note in lieu of Aldabra stock for a portion of Aldabra's working capital adjustment so that the Seller's equity ownership in Aldabra does not exceed 49% (see Note p).

5.     Adjustments to the Unaudited Pro Forma Condensed Consolidated Statements of Income (Loss)

Assuming No Exercise of Conversion Rights

        

a.
to increase depreciation and amortization expenses for the nine months ended September 30, 2007, approximately $6.2 million as a result of increasing the value of property and equipment as part of the purchase price allocation and $10.2 million for depreciation and amortization related to the assets BPP stopped depreciating in September as a result of classifying them as "held for sale."


The year ended December 31, 2006, includes $8.1 million of incremental depreciation and amortization expenses as a result of increasing the value of property and equipment as part of the purchase price allocation.

b.
to decrease amortization expense as a result of a change in the nature and terms of intangible assets as part of the purchase price allocation;

c.
the total annual corporate and other segment losses (including transportation, finance, accounting, legal, information technology, and the human resource functions) estimated for running BPP as a stand-alone entity is approximately $18 million per year. The BPP financial statements already reflect a portion of these losses. After taking the gains related to changes in retiree healthcare programs into consideration, had BPP operated on a standalone basis, we estimate that our corporate and other segment losses would have increased by approximately $6 million to $8 million for the year ended December 31, 2006, and $9 million to $11 million for the nine months ended September 30, 2007, respectively, over the amounts included in the consolidated financial statements for BPP for these periods. However, since these costs are estimates and not currently factually supportable, they have not been included as pro forma adjustments;

d.
to record interest expense, excluding amortization of deferred financing costs, as follows (dollars in millions):

 
    
   Interest Rate
   Interest Expense
 
   Principal Amount
   Nine Months Ended September 30,
2007
   Year Ended December 31,
2006
   Nine Months Ended September 30,
2007
   Year Ended December 31,
2006
Revolving credit facility   $ 32.3   8.47 % 8.63 % $ 2.0   $ 2.8
Term loan A     250.0   8.47 % 8.63 %   15.9     21.5
Term loan B     475.0   8.72 % 8.88 %   31.1     42.2
Second lien facility     200.0   11.22 % 11.38 %   16.8     22.8
   
         
 
    $ 957.3                    
   
                   
Interest, excluding amortization of debt discount and deferred financing costs                   65.8     89.3
Ongoing fees on credit facilities                   1.7     2.3
                 
 
Total cash interest expense                 $ 67.5   $ 91.6
                 
 
Increase in interest expense if rates on variable rate debt increased by 100 basis points                 $ 7.2   $ 9.6
                 
 

129

        The foregoing interests rates are based on LIBOR of 5.21% at September 30, 2007, and 5.375% at December 31, 2006, and the applicable margins set forth in the Debt Commitment Letter. These rates are solely for illustrative purposes and reflect assumptions with respect to the debt financing for the Acquisition. As described in Note 4(c), the pricing and/or structure of the first and second lien facilities are subject to change, including changes in the allocation of borrowings between the facilities, the applicable margins and in the amount of OID, which changes may be material;

e.
to record amortization of the discount on the debt incurred in connection with the Acquisition as follows (dollars in millions):

 
    
    
   Interest Expense
  
 
   Debt Discount
   Amortization Period
   Nine Months
Ended
September 30,
2007
   Year Ended
December 31, 2006
  
Term loan A   $ (2.5 ) 6   $ (0.3 ) $ (0.4 )
Term loan B     (4.8 ) 7     (0.5 )   (0.7 )
Second lien facility     (4.0 ) 8     (0.4 )   (0.5 )
   
     
 
 
    $ (11.3 )     $ (1.2 ) $ (1.6 )
   
     
 
 

        As described in Note 4(c), the pricing and/or structure of the first and second lien facilities are subject to change, including changes in the allocation of borrowings between the facilities, the applicable margins and in the amount of OID, which changes may be material. A 25 basis point increase in the original issue discount represents an additional $0.3 million amortization of discount.

f.
to record amortization of deferred financing costs;

g.
BPC reported pro forma losses for the year ended December 31, 2006. The losses generated a deferred tax asset, which was fully reserved with a valuation allowance. The valuation allowance was necessary because BPC did not meet the more likely than not standard to record income tax benefits related to the net operating losses. BPC reported pro forma income for the nine months ended September 30, 2007; therefore BPC released some of the valuation allowance placed against the deferred tax asset generated by the 2006 losses. The income tax effect of releasing the 2006 valuation allowance offset the tax expense generated from the 2007 income. This resulted in no income taxes recorded during the nine months ended September 30, 2007.

Assuming Maximum Exercise of Conversion Rights

        

h.
to reflect the incremental interest expense related to the additional borrowings incurred under the second lien facility and the subordinated note issued to the Seller in lieu of Aldabra stock as follows (dollars in millions):

 
    
   Interest Rate
   Interest Expense
 
   Principal Amount
   Nine Months Ended September 30,
2007
   Year Ended December 31,
2006
   Nine Months Ended September 30,
2007
   Year Ended December 31,
2006
Second lien facility   $ 60.7   11.22 % 11.38 % $ 5.2   $ 6.9
Less: Second lien facility discount     (1.2 )                  
Revolving credit facility     1.2   8.47 % 8.63 %   0.1     0.1
Subordinated note payable to the Seller     107.8   13.22 % 13.38 %   10.6     14.4
   
 
 
 
 
    $ 168.5           $ 15.9   $ 21.4
   
         
 

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        Interest will accrue on the subordinated note payable to the Seller at a rate per annum that is 200 basis points higher (and a default rate of interest that is 400 basis points higher) than the highest interest rate payable by Aldabra and its subsidiaries with respect to the debt financing raised by Aldabra under the Debt Commitment Letter;

i.
to record amortization of the second lien facility discount.

j.
BPP recorded operating losses for both the nine months ended September 30, 2007, and the year ended December 31, 2006. The losses generated a deferred tax asset, which was fully reserved with a valuation allowance. This valuation allowance was necessary because BPC did not meet the more likely than not standard to record any income tax benefit related to the net operating losses.

6.     Pro Forma Income (Loss) Per Share

        Pro forma income (loss) per share was calculated by dividing pro forma net income (loss) by the weighted average number of shares as follows, assuming Aldabra's initial public offering occurred on January 1, 2006.

 
   Year Ended
December 31, 2006
 
   Assuming No Exercise of Conversion Rights (0%)
   Assuming Maximum Exercise of Conversion Rights (39.99%)
Aldabra   51,750,000   35,194,140
Seller   34,510,747   33,813,977
   
 
Pro forma weighted average shares—basic and diluted   86,260,747   69,008,117
   
 

        The pro forma loss per share amounts disclosed in the pro forma condensed consolidated statement of loss for the year ended December 31, 2006, exclude potentially dilutive shares of 44.4 million (assuming no exercise of conversion rights) and 27.8 million (assuming maximum exercise of conversion rights) because the calculation of diluted loss per share was anti-dilutive.

 
   Nine Months Ended
September 30, 2007
 
   Assuming No Exercise of Conversion Rights (0%)
   Assuming Maximum Exercise of Conversion Rights (39.99%)
Aldabra   51,750,000   35,194,140
Seller   34,510,747   33,813,977
   
 
Pro forma weighted average shares—basic   86,260,747   69,008,117
Incremental shares on exercise of warrants   12,619,038   —
   
 
Pro forma weighted average shares—diluted   98,879,785   69,008,117
   
 

        The pro forma loss per share amounts disclosed in the pro forma condensed consolidated statement of loss for the nine months ended September 30, 2007 exclude potentially dilutive shares of 27.8 million (assuming maximum exercise of conversion rights) because the calculation of diluted loss per share was anti-dilutive.

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PROPOSAL II—CLOSING CHARTER AMENDMENT

Amendment

        Assuming the Acquisition proposal is approved, Aldabra stockholders are also being asked to approve the closing charter amendment prior to the closing of the Acquisition to increase the total number of authorized shares of Aldabra common stock from 100 million to 250 million shares.

        Under the proposal, the first sentence of Article Fourth of Aldabra's current charter will be amended to read as provided in the certificate of amendment attached as Annex C.

        Our board of directors has recommended that our stockholders approve the amendment to our charter to increase the number of our authorized shares. The proposed amendment would provide a sufficient number of available shares to enable us to close the transactions discussed in the Acquisition proposal and would provide the board of directors with the ability to issue additional shares of common stock without requiring stockholder approval of such issuances, except as otherwise may be required by applicable law or the rules of any stock exchange or trading system on which the securities may be listed or traded, including the AMEX and/or the NYSE.

        The increase in the number of authorized shares of Aldabra common stock is being undertaken as a result of and in conjunction with the Acquisition. As a result of the issuance of shares of common stock in the Acquisition and the adoption of Incentive Plan, as described in the Incentive Plan proposal, we will require additional shares of common stock to be reserved in our charter.

        As a result of the Acquisition, it is expected that 34,510,747 shares of common stock will be issued or reserved for issuance in connection with the Acquisition and Aldabra's existing stockholders will own approximately 60% of Boise Paper Company, assuming that none of Aldabra's stockholders exercise their conversion rights and based upon the other assumptions set forth in the pro forma financial statements. See "Unaudited Pro Forma Condensed Consolidated Financial Statements."

Required Vote

        Approval of the amendment to our charter requires the affirmative vote of a majority of the shares of our common stock outstanding on the Record Date.

Recommendation

AFTER CAREFUL CONSIDERATION, ALDABRA'S BOARD OF DIRECTORS HAS APPROVED AND DECLARED ADVISABLE THE CLOSING CHARTER AMENDMENT AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE CLOSING CHARTER AMENDMENT PROPOSAL.

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PROPOSAL III—AMENDED AND RESTATED CHARTER

The Amended and Restated Charter

        Assuming the Acquisition proposal is approved, Aldabra stockholders are also being asked to approve the amendment and restatement of our charter. In the judgment of our board of directors, the proposed amended and restated charter (the "proposed charter") is necessary to adequately address the post-Acquisition needs of Aldabra as an operating company. The following table sets forth a summary of the material differences between our current charter and the proposed charter.

        This summary is qualified by reference to the complete text of the proposed charter, a copy of which is attached to this proxy statement as Annex D. All stockholders are encouraged to read the proposed charter in its entirety for a more complete description of its terms.

 
   Current Charter
   Proposed Charter
Name   Our current charter provides that our name is "Aldabra 2 Acquisition Corp."   The proposed charter provides that our name is "Boise Paper Company."

Duration of Existence
 
Our current charter provides that Aldabra's existence shall terminate on June 19, 2009.
 
The proposed charter is silent as to Aldabra's existence, and under the DGCL, unless specified otherwise, a corporation has perpetual existence.

Provisions Specific to a Blank Check Company
 
Under our current charter, Section 7 sets forth various provisions related to our operations as a blank check company prior to the consummation of a business combination.
 
The proposed charter does not include these blank check company provisions because, upon consummation of the Acquisition, we will operate BPP and cease to be a blank check company.

Voting Rights
 
Under our current charter, Aldabra common stock is entitled to one vote per share. Our current charter does not provide for cumulative voting rights.
 
The proposed charter provides that each holder of common stock is entitled to one vote per share, except that shares of common stock have no vote with respect to any amendments to the charter that relate solely to the terms of a series of preferred stock if the holders of the series are entitled to vote separately or with the holders of one or more other series. The proposed charter does not provide for cumulative voting rights.

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Conversion Rights
 
In the event that a majority of the shares issued in our IPO approve a business combination, any Aldabra stockholder holding shares of common stock issued at the IPO who votes against the business combination, may at the same time demand that we convert the stockholder's IPO Shares to cash.
 
The proposed charter does not provide for conversion rights.

Removal of Directors
 
Our current charter is silent as to the removal of directors. Our bylaws currently provide that the entire board of directors or any individual director may be removed without cause at any time by a majority vote of the holders of the outstanding shares then entitled to vote at an election of directors.
 
Under the proposed charter, as long as the holders of Seller Registrable Securities own at least 25% of the voting power of all Aldabra capital stock entitled to vote in an election of directors, any director may be removed at any time for any reason by a majority of the voting power of all Aldabra capital stock entitled to vote in an election of directors.

 
 
 
 
If the holders of Seller Registrable Securities own less than 25% of the voting power of all Aldabra capital stock entitled to vote generally in the election of directors, any director may be removed at any time, but only for cause, at a meeting called for that purpose, but only by the affirmative vote of the holders of at least 662/3% of the voting power of all such Aldabra capital stock.

Filling Vacancies on the Board of Directors
 
Our current charter provides that vacancies on the board of directors resulting from the death, resignation or removal of a director or directors may be filled at the time of removal for the unexpired portion of the full term of the director so removed by a vote of the majority of the remaining directors then in office.
 
Our proposed charter provides that vacancies on the board of directors resulting from death, disqualification, resignation or removal of any director will be filled by directors possessing a majority of the voting power of all directors.

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Amendments to Charter
 
The DGCL prescribes that any amendment to our charter must be approved by the board in a resolution recommending that the amendment be approved by a majority of the outstanding stock entitled to vote on the amendment, plus the approval of a majority of the outstanding stock of any class entitled under the DGCL to vote separately as a class on the amendment.
 
The DGCL prescribes that any amendment to our proposed charter must be approved by the board in a resolution recommending that the amendment be approved by a majority of the outstanding stock entitled to vote on the amendment, plus the approval of a majority of the outstanding stock of any class entitled under the DGCL to vote separately as a class on the amendment.

 
 
Our current charter does not provide requirements to amend the charter in addition to those required by law.
 
The proposed charter provides that amendments to Article Six (Board of Directors), Article Seven (Definitions), Article Eight (Limitation on Liability), Article Nine (Indemnification), Article Ten (Action by Written Consent; Special Meetings of Stockholders), Article Eleven (Corporate Opportunities), Article Twelve (Section 203) and Article Thirteen (Amendment) may not be amended in any form without approval from at least 662/3% of the voting power of all Aldabra shares entitled to vote generally in the election of directors.

 
 
 
 
Any other provision may be modified with at least a majority of the voting power of all Aldabra shares entitled to vote generally in the election of directors.

Amendments to Bylaws
 
Our current charter authorizes the board of directors to make, alter, amend, change, add to or repeal the bylaws of the corporation.
 
Under the proposed charter, the board of directors is expressly authorized to adopt, amend or repeal the bylaws of the corporation.

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Under the DGCL, the bylaws may also be amended, altered and repealed by a majority vote of issued and outstanding Aldabra stock entitled to vote.
 
The stockholders also have the power to alter or amend the bylaws with the following qualifications: (i) as long as the holders of Seller Registrable Securities own 25% or more of the voting power of all Aldabra capital stock, the affirmative vote of the holders of a majority of the voting power of all Aldabra capital stock must approve of any such alteration or amendment; and (ii) from and after the date that the holders of Seller Registrable Securities own less than 25% of the voting power of all Aldabra capital stock, the holders of 662/3% of the voting power of all Aldabra capital stock must approve any such alteration or amendment.

Special Stockholders Meetings
 
Our current charter is silent as to special stockholders meetings. Under the DGCL, special meetings of the stockholders may be called by the board or by any such person as may be authorized by a corporation's charter or bylaws. Our bylaws currently provide that a special stockholders meeting may only be called by a majority of the board, our chief executive officer or chairman, and by our secretary at the request in writing of stockholders holding a majority of the voting power of the outstanding Aldabra capital stock.
 
Under the proposed charter, special meetings of the stockholders may be called only by a majority of the voting power of all of the directors; or, if the holders of the Seller Registrable Securities own 25% of the voting power of all Aldabra capital stock, a special meeting may be called by the president upon written request of not less than 25% of the voting power of all Aldabra capital stock.

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Action by Consent of the Stockholders
 
Under the DGCL, unless a company's charter provides otherwise, stockholders may execute an action by written consent in lieu of any annual or special meeting.
 
The proposed charter prohibits stockholders from taking any action by written consent in lieu of a meeting, and stockholders must take any actions at a duly called annual or special meeting of the stockholders and the power of the stockholders to consent in writing without a meeting is specifically denied. However, the preceding prohibition does not apply at anytime when Aldabra common stock is not registered under Section 12 of the Exchange Act, or when holders of the Seller Registrable Securities own at least 25% of the voting power of all Aldabra capital stock.

Limitation of Personal Liability of Directors
 
Our current charter provides that a director shall not be liable to Aldabra or its stockholders for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.
 
The proposed charter provides that, to the fullest extent permitted by the DGCL, no Aldabra director shall be liable to Aldabra or our stockholders for monetary damages arising from a breach of fiduciary duty owed to Aldabra or our stockholders.

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Indemnification of Directors and Officers
 
Our current charter provides that we shall indemnify all persons whom we may indemnify under Section 145 of the DGCL, including persons made a party, or threatened to be made a party, to any action, proceeding or suit by reason of the fact that he is or was a director or officer, employee or agent of Aldabra, or is or was serving at the request of Aldabra as an officer, employee, director or another entity.
 
The proposed charter provides that we shall indemnify to the fullest extent permitted under the DGCL each person who was or is made a party, or is threatened to be made a party to, or is involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, by reason of the fact that he is or was a director or officer of Aldabra or is or was serving at the request of Aldabra as a director or officer of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director, an officer or in any other capacity while so serving.

Waiver of Corporate Opportunities
 
Our current charter does not provide for a waiver of corporate opportunities.
 
The proposed charter renounces, to the maximum extent permitted under the DGCL, any interest or expectancy of Aldabra in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to our officers, directors or stockholders, other than those officers, directors or stockholders who are employees of Aldabra or any of our subsidiaries.

Required Vote

        Approval of the amended and restated charter requires the affirmative vote of a majority of the shares of our common stock outstanding on the Record Date.

Recommendation

        AFTER CAREFUL CONSIDERATION, ALDABRA'S BOARD OF DIRECTORS HAS APPROVED AND DECLARED ADVISABLE THE AMENDED AND RESTATED CHARTER AND UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL OF THE AMENDED AND RESTATED CHARTER PROPOSAL.

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PROPOSAL IV—ELECTION OF DIRECTORS

The Director Nominees

        In connection with the Acquisition proposal, Aldabra stockholders are also being asked to elect the following persons to serve as directors of Aldabra: Carl A. Albert, Zaid F. Alsikafi, Jonathan W. Berger, Jack Goldman, Nathan D. Leight, Thomas S. Souleles, W. Thomas Stephens, Alexander Toeldte, and Jason G. Weiss. For information regarding these persons, see "Management Following the Acquisition—Directors and Executive Officers Following the Acquisition."

        Under the proposed amended and restated charter, our board of directors will be divided into three classes, designated Class I, Class II and Class III. The members of the three classes that are proposed to be elected in this proxy statement will have initial terms beginning upon completion of the Acquisition and terminating, in the case of Class I directors, on the date of the 2008 annual meeting, in the case of Class II directors, on the date of the 2009 annual meeting and, in the case of Class III directors, on the date of the 2010 annual meeting. At each succeeding annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term. Each director will hold office for the term to which he or she is elected and until his or her successor is duly elected and qualified.

        Effective upon completion of the Acquisition and approval of the amended and restated charter, the current directors of Aldabra will resign, and the newly elected directors will be allocated to the three different classes as follows:

Required Vote

        The nine directors to be elected at the special meeting must be elected by a plurality of the votes cast by the stockholders present in person or by proxy and entitled to vote.

Recommendation

AFTER CAREFUL CONSIDERATION, ALDABRA'S BOARD OF DIRECTORS HAS APPROVED AND DECLARED ADVISABLE THE ELECTION OF THE DIRECTOR NOMINEES AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR INSTRUCT YOUR VOTE TO BE CAST "FOR" THE DIRECTOR NOMINEES AS SET FORTH IN THE ELECTION OF DIRECTORS PROPOSAL.

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 PROPOSAL V—INCENTIVE PLAN

The 2008 Boise Paper Company Incentive and Performance Plan

        In connection with the Acquisition proposal, Aldabra stockholders are also being asked to approve the 2008 Boise Paper Company Incentive and Performance Plan, or the "Incentive Plan." Because the proposed Incentive Plan will take effect following the consummation of the Acquisition, the Incentive Plan as well as the awards issued under the Incentive Plan refer to Aldabra as "Boise Paper Company," which is the name that we are proposing to adopt post-Acquisition under the amended and restated charter proposal. The Incentive Plan will permit grants of annual incentive awards, stock bonuses, restricted stock, restricted stock units, performance stock, performance units, SARs, and stock options (including performance based or indexed stock options) to the executive officers, key employees, and nonemployee directors who are selected as participants, including each of the named executive officers. Plan participants will generally be selected by the compensation committee of our post-Acquisition board of directors.

        A total of 5,175,000 shares of common stock are reserved for issuance under the Incentive Plan. Also, the following shares of common stock will again be available for issuance under the Incentive Plan: (1) shares subject to an incentive award that is cancelled, expired, terminated, forfeited, surrendered, or otherwise settled without the issuance of any stock and (2) shares of stock related to an incentive award that is settled in cash in lieu of stock.

        Certain of the Boise Paper Company's executive officers, key employees and nonemployee directors are eligible to receive awards under the Incentive Plan at the discretion of the compensation committee. The Incentive Plan restricts the number of stock options, SARs, shares of restricted stock, restricted stock units and performance shares that can be granted during any fiscal year to any participant covered by Section 162(m) of the Code. In addition, the Incentive Plan also limits the amount that may be paid to such participants for both annual incentive awards and performance units granted in a single fiscal year.

        Awards will become exercisable or otherwise vest at the times and upon the conditions that the compensation committee may determine at the time of grant, as reflected in the applicable award agreement. The committee may also make any or all awards performance-based, which means the award will be paid out based on the attainment of specified performance goals, in addition to any other conditions the committee may establish. Awards under the Incentive Plan are discretionary. To date, no awards have been granted under this plan.

        Stock Options.    Stock options entitle the holder to purchase shares of Boise Paper Company common stock during a specified period at a purchase price set by the compensation committee (not less than 100% of the fair market value of the common stock on the grant date). Each option granted under the Incentive Plan will be exercisable for a maximum period of 10 years from the date of grant (or for a lesser period if the committee so determines). Participants exercising an option may pay the exercise price by any lawful method permitted by the committee.

        Stock Appreciation Rights.    An SAR is the right, denominated in shares, to receive upon exercise, without payment to Boise Paper Company, an amount equal to the excess of the fair market value of a share of Boise Paper Company common stock on the exercise date over the fair market value of a share of Boise Paper Company common stock on the grant date, multiplied by the number of shares with respect to which the SAR is being exercised. Payment will be made in stock or cash, at Boise Paper Company's option. The compensation committee may grant SARs to participants as either freestanding awards or as awards related to stock options. For SARs related to an option, the terms and conditions of the grant will be substantially the same as the terms and conditions applicable to the related option, and exercise of either the SAR or the option will cause the cancellation of the other,

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unless otherwise determined by the committee. The committee will determine the terms and conditions applicable to awards of freestanding SARs or for awards related to stock options.

        Restricted Stock.    Restricted stock is common stock that is transferred or sold by Boise Paper Company to a participant and that is subject to a substantial risk of forfeiture and to restrictions on sale or transfer for a period of time. The compensation committee will determine the amounts, terms and conditions (including the attainment of performance goals) of any grant of restricted stock. Except for restrictions on transfer (and any other restrictions that the committee may impose), participants will have all the rights of a stockholder with respect to the restricted stock. Unless the committee determines otherwise, a participant's termination of employment during the restricted period will result in forfeiture of all shares subject to restrictions.

        Restricted Stock Units.    Restricted stock units are similar to restricted stock, except that the shares of stock are not issued to the participant until after the end of the restriction period and any other applicable conditions are satisfied and except that the participant does not have rights of a stockholder with respect to the restricted stock units. Restricted stock units may also be paid in cash rather than stock, or in a combination of cash and stock, at the committee's discretion.

        Performance Units.    Performance units, which are the right to receive a payment upon the attainment of specified performance goals, may also be awarded by the compensation committee. The committee will establish the applicable performance goals at the time the units are awarded. Payment may be made in cash, stock, or a combination of cash and stock, at the committee's discretion.

        Performance Shares.    Performance shares represent the right to receive a payment at a future date based on the value of the common stock in accordance with the terms of the grant and upon the attainment of specified performance goals. The compensation committee will establish the performance goals and all other terms applicable to the grant. Payment may be made in cash, stock, or a combination of cash and stock, at the committee's discretion.

        Annual Incentive Awards.    Annual incentive awards are payments based on the attainment of performance goals specified by the compensation committee. Awards are calculated as a percentage of salary, based on the extent to which the performance goals are met during the year, as determined by the committee. Awards are paid in cash, stock or a combination of cash and stock, at the committee's discretion.

        Stock Bonuses.    Stock bonus awards, consisting of common stock, may be made at the discretion of the compensation committee upon the terms and conditions (if any) determined by the committee.

        Performance Goals.    Awards of restricted stock, performance units, performance shares, annual incentive awards and other awards under the Incentive Plan may be subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code. These goals may include or be based upon, without limitation: net earnings, sales or revenue, net income, operating income, operating profit or net operating profit, cash flow, economic profit, return on assets, return on capital, return on investment, return on operating revenue, return on equity or average stockholders' equity, total stockholder return, growth in sales or return on sales, gross, operating or net profit margin, working capital, earnings per share, growth in earnings or earnings per share, price per share of stock, market share, overhead or other expense reduction, growth in stockholder value relative to various indices, and strategic plan development and implementation. Performance goals may be used to measure Boise Paper Company's performance as a whole or any Boise Paper Company subsidiary, business unit or segment, may be adjusted to include or exclude extraordinary items, and may reflect absolute entity performance or a relative comparison of entity performance to the performance of a peer group, index or other external measure, in each case as determined by the committee in its discretion.

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        Change in Control.    The Incentive Plan provides that in the event of a change in control (as defined in the Incentive Plan), unless otherwise determined by the compensation committee, all then-outstanding stock options and stock appreciation rights shall become fully vested and exercisable, and all other then-outstanding awards that are subject to time-based vesting shall vest in full and be free of restrictions, except to the extent that another award meeting the requirements set forth in the Incentive Plan is provided to the participant to replace such award. The Incentive Plan provides that such a replacement award may take the form of a continuation of the award outstanding prior to the change in control.

        Administration of the Incentive Plan.    The Incentive Plan will be administered by Boise Paper Company's compensation committee. The compensation committee (or any permitted delegee) has the discretion and responsibility to grant incentive awards, determine the participants to whom incentive awards shall be granted and establish and administer performance goals, among other things. Boise Paper Company's board of directors may amend the Incentive Plan at any time and may make adjustments to the Incentive Plan and outstanding options, without stockholder approval, to reflect a stock split, stock dividend, recapitalization, merger, consolidation or other corporate events. Stockholders must approve amendments that:

        Our post-Acquisition board may terminate the plan at any time. The Incentive Plan, however, will remain in effect as awards may extend beyond that time in accordance with their terms.

        New Plan Benefits.    As of the date of this proxy statement, no awards have been approved under the Incentive Plan. Because the awards to be issued under the Incentive Plan are not determinable at the present time, we are unable to calculate the benefits or amounts that will be received under the Incentive Plan or that would have been received for the last completed fiscal year if the Incentive Plan had been in effect. Any decisions with respect to awards will be made by the compensation committee of our post-Acquisition board of directors.

        U.S. Federal Income Tax Consequences.    The following is a brief description of the principal U.S. federal income tax consequences, based on current law, of awards under the Incentive Plan.

        Incentive Stock Options.    An incentive stock option results in no taxable income to the optionee and no deduction to the Company at the time it is granted or exercised. However, the excess of the fair market value of the shares acquired over the option price is an item of adjustment in computing the alternative minimum taxable income of the optionee. If the optionee holds the stock received as a result of an exercise of an incentive stock option for at least two years from the date of the grant and one year from the date of exercise, then the gain realized on disposition of the stock is treated as a long-term capital gain. If the shares are disposed of during this period, however, (i.e., a "disqualifying disposition"), then the optionee will include in income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the shares upon exercise of the option over the option price (or, if less, the excess of the amount realized upon disposition over the option price). The excess, if any, of the sale price over the fair market value on the date of exercise will be a short-term capital gain. In such a case, the Company will be entitled to a deduction in the year of the disposition for the amount includible in the optionee's income as compensation. The optionee's basis in the shares acquired upon exercise of an incentive stock option is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

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        Non-Qualified Stock Options.    A non-qualified stock option results in no taxable income to the optionee and no deduction to the Company at the time it is granted. An optionee exercising such an option will, at that time, realize taxable compensation in the amount of the difference between the option exercise price and the then fair market value of the shares. Subject to the applicable provisions of the Code, a deduction for federal income tax purposes will be allowable to the Company in the year of exercise in an amount equal to the taxable compensation recognized by the optionee.

        The optionee's basis in such shares is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a long-term or short-term gain (or loss), depending upon the holding period of the shares.

        If a non-qualified option is exercised by tendering previously owned shares of the Company's common stock in payment of the option exercise price, then, instead of the treatment described above, the following generally will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange; the optionee's basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The optionee will have compensation income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the optionee's basis in such excess shares will be equal to the amount of such compensation income; and the holding period in such shares will begin on the date of exercise.

        Stock Appreciation Rights.    Generally, the recipient of an SAR will not recognize taxable income at the time the SAR is granted. If an employee receives the appreciation inherent in the SARs in cash, the cash will be taxed as ordinary income to the employee at the time it is received. If an employee receives the appreciation inherent in the SARs in stock, the value of the stock received will be taxed as ordinary income to the employee at the time it is received. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the settlement of an SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the settlement.

        Restricted Stock.    Shares of restricted stock are generally subject to ordinary income tax at the time the restrictions lapse. The participant may, however, make an election to include in income, when the restricted stock is first transferred to him or her, an amount equal to the excess of the fair market value of the stock at that time over the amount, if any, paid for the stock. The result of this election is that appreciation in the value of the stock after the date of transfer is then taxable as capital gain, rather than as ordinary income.

        Restricted Stock Units.    Provided the terms of the RSUs comply with the requirements of Code Section 409A, the recipient will recognize taxable income and be subject to wage and employment tax withholding at the time a participant receives the shares or cash underlying the awards. The amount of ordinary income that a participant will recognize will equal the fair market value of the shares and/or cash at the time it is received, less the amount, if any, that a recipient paid for the RSUs.

        Other Awards.    Recipients of performance units and performance shares will not recognize taxable income at the time the performance unit or performance share is granted but, rather, will be subject to ordinary income tax at the time payment is made at the completion of the performance period, equal to the amount of cash or fair market value of stock received over the amount, if any, paid for the performance unit or performance share.

        In each of the foregoing cases, the Company will generally be entitled to a corresponding federal income tax deduction at the same time the participant recognizes ordinary income.

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        Tax Withholding.    When taxable compensation is realized by a recipient in respect of an award, a recipient must satisfy all applicable federal, state or local taxes required by law to be withheld at that time. The Company will, to the extent permitted by law, have the right to deduct any of the taxes from any payment of any kind otherwise due to the participant. With respect to incentive stock options, no income or employment taxes are currently required to be withheld upon the exercise of the option or upon the disposition of stock acquired upon the exercise of such option. However, the Internal Revenue Service has issued notices indicating that the withholding rules applicable to incentive stock options may be changed in the future.

        Capital Gains Tax.    The sale by the recipient of any BPC common stock acquired under the Incentive Plan may result in the recognition of capital gains or losses for the recipient. Under current law, the federal income tax rates that apply to net capital gains will depend in part upon the length of time the shares are held by the recipient following an exercise, with different tax rates applying for shares held for one year or less, for more than one year, and for more than five years. Net capital gains rates are generally lower for individuals upon satisfaction of longer holding periods. Net capital losses may generally be deducted against net capital gain and against ordinary income to a limited extent.

        Tax Treatment of Awards to Non-Employee Directors and to Employees Outside the United States.    The grant and exercise of options and awards under the Incentive Plan to non-employee directors and to employees outside the United States may be taxed on a different basis.

        Other Tax Considerations.    Section 162(m) of the Code places a $1,000,000 annual limit on the compensation deductible by the Company paid to covered employees. The limit, however, does not apply to "qualified performance-based compensation." The Company believes that awards of stock options, SARs and other awards payable upon the attainment of performance goals under the Incentive Plan will qualify as qualified performance-based compensation. Also, awards that are granted, accelerated or enhanced upon the occurrence of a change in control may give rise, in whole or in part, to "excess parachute payments" within the meaning of Section 280G of the Code and, to such extent, will be non-deductible by the Company and subject to a 20% excise tax on the participant.

        The foregoing summary of the income tax consequences in respect of the Incentive Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences, including the application and effect of foreign, state and local tax laws.

        IRS CIRCULAR 230 DISCLOSURE:

        To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein.

Required Vote

        Adoption of the Incentive Plan proposal requires the affirmative vote of a majority of the shares of Aldabra common stock represented in person or by proxy and entitled to vote at the special meeting. Approval of the Incentive Plan is conditioned upon approval of the Acquisition proposal.

Recommendation

AFTER CAREFUL CONSIDERATION, ALDABRA'S BOARD OF DIRECTORS HAS APPROVED AND DECLARED ADVISABLE THE INCENTIVE PLAN AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR INSTRUCT YOUR VOTE TO BE CAST "FOR" ADOPTION OF THE INCENTIVE PLAN PROPOSAL.

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PROPOSAL VI—ADJOURNMENT PROPOSAL

Adjournment Proposal

        In the event there are not sufficient votes at the time of the special meeting to adopt the Acquisition proposal, the closing charter amendment proposal, the amended and restated charter proposal or the Incentive Plan proposal, the board of directors may submit a proposal to adjourn the special meeting to a later date, or dates, if necessary, to permit further solicitation of proxies. Approval of the adjournment proposal is not conditioned upon approval of the Acquisition proposal.

Required Vote

        The adoption of the adjournment proposal will require the affirmative vote of the holders of a majority of the shares of Aldabra common stock represented in person or by proxy and entitled to vote thereon at the special meeting. Abstentions will have the same effect as a vote against the adjournment proposal, and broker non-votes will have no impact upon the approval of the adjournment proposal.

Recommendation

AFTER CAREFUL CONSIDERATION, ALDABRA'S BOARD OF DIRECTORS HAS APPROVED AND DECLARED ADVISABLE THE ADJOURNMENT PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE OR INSTRUCT YOUR VOTE TO BE CAST "FOR" ADOPTION OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT ALDABRA

Other Information Related to Aldabra

Business of Aldabra

        Aldabra is a newly formed blank check company, created on February 1, 2007 and organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Aldabra's efforts in identifying a prospective target business have not been limited to a particular industry. Aldabra intends to utilize cash derived from the proceeds of its IPO, its capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.

        We have focused our efforts on seeking a business combination with a portfolio company currently held by a private equity firm specializing in either leveraged buyouts or venture capital. We believe these types of companies have represented attractive acquisition targets for the following reasons:

Accordingly, our principal strategy in sourcing our business combination was to search for an attractive company held by such an investment fund.

        We have focused on companies with positive operating cash flow that are well-positioned to capitalize on one of the following two investment themes: