1391390--2/21/2008--Aldabra_2_Acquisition_Corp.

related topics
{debt, indebtedness, cash}
{interest, director, officer}
{customer, product, revenue}
{stock, price, operating}
{acquisition, growth, future}
{cost, operation, labor}
{cost, regulation, environmental}
{product, market, service}
{competitive, industry, competition}
{provision, law, control}
{control, financial, internal}
{personnel, key, retain}
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. 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. If we are unable to consummate a business combination within the prescribed time frame and are forced to dissolve and distribute our assets, the amount that holders could receive per IPO Share upon the distribution of trust account fund could decrease, and our warrants will expire worthless. If we lose our key management and technical personnel, our business may suffer. 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. Because approximately 30% of Aldabra s stockholders exercised their right to convert their shares into cash, Aldabra s current stockholders will end up owning approximately 51% of Boise Inc. s shares, and Boise Inc. will incur additional indebtedness. The expected amount of post-Acquisition indebtedness could adversely affect Aldabra s financial condition and impair its ability to operate Boise Inc. Boise Inc. s operations may not be able to generate sufficient cash flows to meet Aldabra s debt service obligations. A default under Aldabra s indebtedness may have a material adverse effect on its business and financial condition. Aldabra s loan commitments could expire before Aldabra is able to consummate the Acquisition. Servicing debt could limit funds available for other purposes. Though finalized, the terms of Aldabra s new credit facilities are subject to market risk. Aldabra s new credit facilities will contain restrictive covenants that will limit Aldabra s overall liquidity and corporate activities. The consideration to be paid as part of the Acquisition is subject to change, and the exact consideration is not determinable at this time. Registration rights held by the Seller and certain Aldabra stockholders may have an adverse effect on the market price of Aldabra s common stock. Delaware law and the proposed amended and restated charter documents may impede or discourage a takeover that Aldabra s stockholders may consider favorable. Stockholders of Aldabra may not receive dividends because of restrictions in the new credit facilities, Delaware law and state regulatory requirements. The post-Acquisition business may incur increased costs as a result of having publicly-traded equity securities. If third parties bring claims against us, the proceeds held in trust may be reduced, and the per share liquidation price per IPO Share received by holders could decrease. 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. 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. BPP faces strong competition in its markets. BPP s manufacturing businesses may have difficulty obtaining logs and fiber at favorable prices or at all. Further increases in the cost of BPP s purchased energy or chemicals would lead to higher manufacturing costs, thereby reducing its margins. Some of BPP s paper products are vulnerable to long-term declines in demand due to competing technologies or materials. 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. BPP s operations require substantial capital, and it may not have adequate capital resources to provide for all of its capital requirements. BPP s operations are affected by its relationship with OfficeMax Incorporated ( OfficeMax ). BPP s operations require substantial capital, and it may not have adequate capital resources to provide for all of its capital requirements. BPP s operations are affected by its relationship with OfficeMax Incorporated ( OfficeMax ). BPP is subject to significant environmental regulation and environmental compliance expenditures, as well as other potential environmental liabilities. Labor disruptions or increased labor costs could adversely affect BPP s business.

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