secwatch / observer

M&A Transactions

Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.

8-K items 2.01, 5.01 JSON
SUMMIT FINANCIAL GROUP, INC.

SUMMIT FINANCIAL GROUP, INC. underwent a change of control involving Burke & Herbert Financial Services Corp. for 0.5043 shares of Burke & Herbert Common Stock per share of Summit Common Stock (closed 2024-05-03).

“Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Burke & Herbert and Summit, was converted into the right to receive 0.5043 shares (the “Exchange Ratio”) of common stock, par value $0.50 per share, of Burke & Herbert (“Burke & Herbert Common Stock” and such shares the “Merger Consideration”). Holders”
HSTC HST Global, Inc.

HST Global, Inc. underwent a change of control involving HP Auto Fund LLP and HST Global Holdings, LLC (closed 2024-04-26).

“Effective April 26, 2024, the parties closed the Reorganization Agreement.”
XOM EXXON MOBIL CORP

EXXON MOBIL CORP completed an acquisition involving Pioneer Natural Resources Company for 2.3234 shares of Company common stock per Pioneer share, plus cash for fractional shares (closed 2024-05-03).

“other than certain excluded shares held by Pioneer as treasury stock or owned by the Company or Merger Sub, was canceled and automatically converted into the right to receive 2.3234 shares of common stock, without par value, of the Company (“ Company common stock ”), together with cash proceeds from the sale of fractional shares (the “ Merger Consideration”
BHRB Burke & Herbert Financial Services Corp.

Burke & Herbert Financial Services Corp. completed an acquisition involving Summit Financial Group, Inc. for approximately 7,406,521 shares of Burke & Herbert Common Stock (closed 2024-05-03).

“fractional shares of Burke & Herbert Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 7,406,521 shares of Burke & Herbert Common Stock. Additionally, at the Effective Time, each share of 6.0% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series 2021 of Summit (the”
SUN Sunoco LP

Sunoco LP completed an acquisition involving NuStar Energy L.P. for .400 of a Common Unit representing limited partner interests in Sunoco per NuStar Common Unit (closed 2024-05-03).

“ransactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among Sunoco, Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger as the surviving entity and a subsidiary of Sunoco (the “ Surviving Entity ”).”
Samsara Luggage, Inc.

Samsara Luggage, Inc. completed an acquisition involving Ilustrato Pictures International, Inc. for 350,000 restricted shares of Series B stock (closed 2024-02-23).

“by ILUS as the Emergency Response Technologies “ERT. The consideration for the sale of the equity interests in the foregoing companies was paid by the Company by issuing to ILUS 350,000 restricted shares of Series B stock (the “Shares”) and further milestone payment/s should applicable performance targets referenced in Exhibit B be achieved. As a result, ILUS”
NuStar Energy L.P.

NuStar Energy L.P. underwent a change of control involving Sunoco LP for 0.400 of a Sunoco common unit per NuStar common unit, plus cash consideration for certain equity awards (closed 2024-05-03).

“ory Note On May 3, 2024, NuStar Energy L.P., a Delaware limited partnership (“ NuStar ”), completed the previously announced transactions contemplated by the Agreement and Plan of Merger (the “ Merger Agreement ”), dated January 22, 2024, by and among NuStar, Sunoco LP, a Delaware limited partnership (“ Sunoco ”), Saturn Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Sunoco (“ Merger Sub ”), Riverwalk Logistics, L.P., a Delaware limited partnership (the “ NuStar GP ”) and sole general partner of NuStar, NuStar GP, LLC, a Delaware limited liability company (“ NuStar Managing GP ”) and the sole general partner of the NuStar GP and Sunoco GP LLC, a Delaware limited liability company (the “ Sunoco GP ”) and sole general partner of Sunoco, pursuant to which Merger Sub merged with and into NuStar (the “ Merger ”), with NuStar surviving the Merger”
Casa Systems Inc

Casa Systems Inc completed a disposition involving Lumine Group US Holdco Inc. for $32,250,000 (closed 2024-04-29).

“conditions of the Cloud/RAN APA, as amended, to purchase the Transferred Assets and assume the Assumed Liabilities (each as defined in the Cloud/RAN APA) from the Sellers for $32,250,000. On April 26, 2024, the Bankruptcy Court approved the sale. On April 29, 2024, the Sellers and Lumine consummated the sale, thereby completing the disposition of the Transferred”
PIONEER NATURAL RESOURCES CO

PIONEER NATURAL RESOURCES CO underwent a change of control involving Exxon Mobil Corporation for 2.3234 shares of ExxonMobil Common Stock per share (closed 2024-05-03).

“to be payable in cash. As described below, upon the consummation of the Merger, each then-outstanding share of Pioneer Common Stock was converted into the right to receive 2.3234 shares of ExxonMobil Common Stock (the “ Exchange Ratio ”), resulting in an adjusted initial Conversion Rate of 25.4503 shares of ExxonMobil Common Stock per $1,000 principal”
QSAM Biosciences, Inc.

QSAM Biosciences, Inc. underwent a change of control involving Telix Pharmaceuticals Limited for USD $33.1 million, reduced by certain expenses, indebtedness, change-of-control bonuses, and other payables, plus contingent value rights representing up to USD (closed 2024-05-02).

“Pursuant to the terms of the Merger Agreement and the Reverse Split, the aggregate consideration paid by Telix pursuant to the Merger and the Reverse Split was equal to: (i) USD $33.1 million, reduced by (a) the amount of certain of QSAM’s unpaid expenses, indebtedness, change-of-control bonuses, and other payables as of the closing of the Merger, (b) a fee equal to”
ANG-PD American National Group Inc.

American National Group Inc. underwent a change of control involving Brookfield Reinsurance Ltd. for $2.46 billion in cash and 28,803,599 shares of BAM Class A Stock (closed 2024-05-02).

“Shares not already held by Parent or its affiliates, and the Company became an indirect, wholly owned subsidiary of Parent. The aggregate Merger Consideration was approximately $2.46 billion in cash and 28,803,599 shares of BAM Class A Stock. Parent funded the Cash Consideration through cash on hand at the Parent and its subsidiaries. --- EX-99.1 (EXHIBIT 99.1)”
OMCC OLD MARKET CAPITAL Corp

OLD MARKET CAPITAL Corp completed a disposition involving Westlake Services, LLC dba Westlake Financial for aggregate purchase price of $65,617,598 (closed 2024-04-26).

“On April 26, 2024 the transactions contemplated by the Purchase Agreement closed with an aggregate purchase price of $65,617,598”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.