M&A Transactions

GOODYEAR TIRE & RUBBER CO /OH/ completed a disposition involving The Yokohama Rubber Company, Limited for gross cash consideration of approximately $905 million, subject to certain customary adjustments (closed 2025-02-03).

“On February 3, 2025, The Goodyear Tire & Rubber Company, an Ohio corporation (the " Company "), completed the previously announced sale of its off-the-road tire business (the " Business ") to The Yokohama Rubber Company, Limited, a Japanese company ( kabushiki kaisha ) (the " Buyer ") for a gross cash consideration of approximately $905 million, subject to certain customary adjustments in accordance with the terms of the Share and Asset Purchase Agreement (the " Purchase Agreement ") dated as of July 22, 2024, by and between the Company and the Buyer (the " Transaction ").”

GERMAN AMERICAN BANCORP, INC. completed an acquisition involving Heartland BancCorp for $161.19 per share (closed 2025-02-01).

“the merger and continuing its corporate existence. The beneficial owners of Heartland shares held in the HLAN 401(k) Plan are entitled to receive a cash payment equal to $161.19 per share, which is equal to the Exchange Ratio multiplied by the closing trading price of the Company’s common shares on January 31, 2025. Each option to acquire a share of”

ACNB CORP completed an acquisition involving Traditions Bancorp, Inc. for 0.7300 shares of ACNB common stock (closed 2025-02-01).

“to the terms and conditions of the Reorganization Agreement, at the effective time of the merger, each share of Traditions common stock was converted into the right to receive 0.7300 shares of ACNB common stock, with an amount in cash, without interest, to be paid in lieu of fractional shares. As a result of the merger, ACNB expects to issue approximately”

HEARTLAND FINANCIAL USA INC completed an acquisition involving UMB Financial Corporation for approximately 23 million shares of UMB Common Stock (closed 2025-01-31).

“Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. The total aggregate consideration payable in the Mergers was approximately 23 million shares of UMB Common Stock. The issuance of shares of UMB Common Stock in connection with the Mergers was registered under the Securities Act”

ONEOK INC /NEW/ completed an acquisition involving EnLink Midstream, LLC for 0.1412 shares of ONEOK common stock for each outstanding EnLink common unit (closed 2025-01-31).

“prior to the time the First Merger became effective (the “First Merger Effective Time”), other than those EnLink Units owned by ONEOK, was converted into the right to receive 0.1412 shares (the “Exchange Ratio”) of ONEOK common stock, par value $0.01 (the “ONEOK common stock”). No fractional shares of ONEOK common stock will be issued in the Mergers, and”

EnLink Midstream, LLC underwent a change of control involving ONEOK, Inc. for 0.1412 shares of ONEOK common stock per EnLink unit (closed 2025-01-31).

“prior to the time the First Merger became effective (the “First Merger Effective Time”), other than those EnLink Units owned by ONEOK, was converted into the right to receive 0.1412 shares (the “Exchange Ratio”) of ONEOK common stock, par value $0.01 (the “ONEOK common stock”). No fractional shares of ONEOK common stock will be issued in the Mergers, and”

Ovintiv Inc. completed an acquisition involving Paramount Resources Ltd. for CAD$3.325 billion in cash (closed 2025-01-31).

“On January 31, 2025, the OVV Buyer completed the Montney Acquisition. The OVV Buyer paid aggregate consideration of CAD$3.325 billion in cash, which was funded with a combination of cash on hand (including proceeds from short term borrowings and cash proceeds received pursuant to Ovintiv’s divestiture of certain oil and gas assets and related properties in Duchesne and Uinta Counties, Utah), plus the conveyance to the Seller of certain oil and gas assets of the OVV Buyer located in the Horn River basin area in British Columbia.”

Banzai International, Inc. completed an acquisition involving Vidello Limited for $2,745,031 in cash and 898,204 shares of Banzai Class A Common Stock (closed 2025-01-31).

“shares of Vidello to the Company, therefore, Vidello became a direct and wholly owned subsidiary of the Company. In exchange, the Company paid to Vidello Shareholders $2,745,031 in cash ($2,500,000 are withheld for indemnification expenses and other holdback provisions in accordance with the Acquisition Agreement, the “ Cash Consideration ”) and issued”

Crescent Energy Co completed an acquisition involving Ridgemar Energy Operating, LLC for $830 million in cash and 5,454,546 shares of Class A Common Stock (closed 2025-01-31).

“defined will have the meanings ascribed to them in the Purchase Agreement. Pursuant to the Purchase Agreement, the Seller received aggregate consideration consisting of (i) $830 million in cash (the “Cash Consideration”), and (ii) 5,454,546 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of the Company (the “Stock”

La Rosa Holdings Corp. completed an acquisition involving La Rosa Realty Premier, LLC for $322,514.1 (closed 2024-11-11).

“among the Company, Realty Premier and the selling member of (the “ Selling Member ”) of Realty Premier (the “ Transaction ”). The purchase price for the Membership Interests was $322,514.1, which was settled by the issuance of 354,428 unregistered shares of the Company’s common stock to the Selling Member and 25,000 unregistered shares of the Company’s common stock”

INTERNATIONAL PAPER CO /NEW/ completed an acquisition involving DS Smith plc for 0.1285 of a new share of common stock of the Company, par value $1.00 per share (closed 2025-01-31).

““ Company ”), through its indirect wholly owned subsidiary, International Paper UK Holdings Limited, completed the closing (the “ Closing ”) of its previously announced acquisition (the “ Acquisition ”) of the entire issued and to be issued ordinary shares of DS Smith plc, a public limited company registered in England and Wales (“ DS Smith ”).”

MDWerks, Inc. completed an acquisition involving Brown Water Bourbon Xchange, LLC for 5,000,000 restricted shares of Common Stock of the Company (closed 2025-01-27).

““Parties”) entered into an Asset Purchase Agreement (the “Agreement”). According to the terms of the Agreement, the Seller sold to Buyer 680 barrels of whiskey in exchange for 5,000,000 restricted shares of Common Stock of the Company (the “Shares”). On the same day, the Buyer and Seller closed the transaction. he Seller sold to Buyer 680 barrels of whiskey in”

Medalist Diversified, Inc. completed an acquisition involving CWS BET Seattle L.P. for $2,620,000 (closed 2025-01-24).

“24, 2025, by and between Seller and MDR Bowling Green (as amended by the First Amendment to Contribution Agreement, the “Contribution Agreement”), for a purchase price of $2,620,000, exclusive of closing costs, paid in a combination of (i) 209,600 operating partnership units in the Operating Partnership (the “OP Units”), valued at approximately $12.50 per OP”

TANDY LEATHER FACTORY INC completed a disposition involving Colonna Brothers, Inc. for $26.5 million (closed 2025-01-22).

“The parties closed the sale of this transaction on January 22, 2025, with the Company receiving a gross cash purchase price for the facilities of $26.5 million (before commissions, taxes and other expenses), as provided in the agreement.”

BARNES GROUP INC underwent a change of control involving Goat Holdco, LLC for $47.50 per share in cash (closed 2025-01-27).

“effectively withdraw or lose their right to appraisal and payment under Delaware law with respect to such Common Shares), were automatically converted into the right to receive $47.50 per share in cash, without interest (the “Merger Consideration”). At the Effective Time, on the terms and subject to the conditions of the Merger Agreement, each then-outstanding”

VERDE RESOURCES, INC. completed a disposition involving TAFleer Properties LLC for USD 350,000 (closed 2025-01-17).

“to TAFleer Properties LLC, a Missouri limited liability company (the “Buyer”). Under the terms of the Agreement, the proceeds for the sale of the Property shall be USD 350,000 to be paid in full by the Buyer at closing, in cash or by bank draft or money order. The disposition of the Property was completed on January 17, 2025.”

Stablecoin Development Corp completed a disposition involving PRN Physician Recommended Nutriceuticals, LLC for $11.5 million (closed 2025-01-17).

“Loan was discharged and all collateral was released. Pursuant to the Purchase Agreement, the Company sold the Avenova Assets to PRN for a closing cash purchase price equal to $11.5 million, less (i) the amount of the Bridge Loan Balance and (ii) $500,000, which amount was deposited into an escrow account for up to six (6) months to be used for Company”

ETHEMA HEALTH Corp completed an acquisition involving Edgewater Recovery Centers, LLC for $250,000 (closed 2025-01-09).

“rates. On January 9, 2025, ARIA Kentucky consummated the Acquisition of the Acquired Assets of ECI. Pursuant to the terms of the APA, at closing ARIA Kentucky paid the Seller $250,000 and assumed certain liabilities related to the Acquired Assets, including trade payables and liabilities under assumed contracts and certain specifically identified liabilities,”

ProPhase Labs, Inc. completed a disposition involving JL Projects, Inc. (closed 2025-01-16).

“The transaction closed concurrently with the execution of the Agreement on January 16, 2025.”

UNIVERSAL STAINLESS & ALLOY PRODUCTS INC underwent a change of control involving Aperam S.A. for $45.00 per share (closed 2025-01-23).

“under Delaware law (the “Dissenting Shares” and together with the Cancelled Shares, the “Excluded Shares”), was cancelled and converted automatically into the right to receive $45.00 per Share in cash, without interest (the “Merger Consideration”) and subject to any applicable tax withholdings. In addition, at the Effective Time: (i) each option to acquire”

SMARTSHEET INC underwent a change of control involving Blackstone Inc., Vista Equity Partners, Abu Dhabi Investment Authority for $56.50 per share in cash (closed 2025-01-22).

“other things, properly and timely exercised dissenters’ rights in accordance with the Washington Business Corporation Act), automatically converted into the right to receive $56.50 in cash, without interest (the “ Merger Consideration ”). ised dissenters’ rights in accordance with the Washington Business Corporation Act), automatically converted into the”

VINCE HOLDING CORP. underwent a change of control involving P-180 Vince Acquisition Co. (P-180) for approximately $19.8M in cash (closed 2025-01-22).

“On January 22, 2025, P-180 purchased 8,481,318 shares of common stock of the Company, which constitutes approximately 65% of the Company's outstanding common stock, from affiliates of Sun Capital in a privately negotiated stock purchase transaction (the “P-180 Acquisition”) for approximately $19.8M in cash.”

Vertex Energy Inc. underwent a change of control involving holders of Allowed DIP Claims and Allowed Term Loan Claims for 4,500,000 shares of New Common Stock representing 100% of the voting securities of the Company (closed 2025-01-21).

“Pursuant to the Plan and following the cancellation of the Company’s Existing Equity, on the Effective Date, the holders of Allowed DIP Claims and Allowed Term Loan Claims received 4,500,000 shares of New Common Stock, as further described in Item 3.02, representing 100% of the voting securities of the Company.”

JELD-WEN Holding, Inc. completed a disposition involving WG Towanda LLC and Woodgrain Inc. for $115 million (closed 2025-01-17).

“JW, Inc. completed the sale of its Towanda, Pennsylvania business and related assets to Purchaser (the “ Transaction ”) for a purchase price of $115 million, subject to customary closing adjustments.”

Incordex Corp. underwent a change of control involving Jun Lu for $380,000 (closed 2025-01-13).

“At the Transaction's closing, Mr. Abramovici sold and transferred 5,000,000 shares of common stock to Mr. Lu for $380,000.”

PMGC Holdings Inc. completed a disposition involving Cutis Cura Corporation (Buyer) and Carmell Corporation ("CTCX") for total purchase price for the Disposed Assets was approximately $1.4 million (closed 2025-01-16).

“and Exchange Commission (the “SEC”) on January 7, 2025. Upon the closing of the Disposition (the “Closing”), the total purchase price for the Disposed Assets was approximately $1.4 million, consisting of (i) 1,149,226 shares of common stock, par value $0.0001 per share, of CTCX (“CTCX Common Stock”), issued by CTCX to the Seller at the Closing, as well as 117,814”

Blaize Holdings, Inc. underwent a change of control involving BurTech Acquisition Corp. for $767 million (closed 2025-01-13).

“Plan of Merger (the “Merger Agreement Amendment”). The Merger Agreement Amendment amended the original Merger Agreement to increase the valuation of Blaize from $700 million to $767 million. Amendment No. 2 to Merger Agreement On October 24, 2024, BurTech, Merger Sub, Blaize and Burkhan entered into an Amendment No. 2 to Agreement and Plan of Merger (the “Second”

Gatos Silver, Inc. underwent a change of control involving First Majestic Silver Corp. (closed 2025-01-16).

“On January 16, 2025, Gatos Silver, Inc., a Delaware corporation (“Gatos Silver” or the “Company”), completed the previously announced merger (the “Merger”) with Ocelot Transaction Corporation, a British Columbia company (“Merger Sub”) and a wholly-owned subsidiary of First Majestic Silver Corp., a British Columbia company (“First Majestic”), whereby Merger Sub merged with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of First Majestic.”

Longevity Health Holdings, Inc. completed an acquisition involving PMGC Holdings Inc. and Elevai Skincare, Inc. for approximately $1.4 million consisting of (i) 1,149,226 shares of common stock at closing plus 117,814 holdback shares, (ii) assumption of assumed liabilities, ( (closed 2025-01-16).

“Securities and Exchange Commission (the “SEC”) on January 3, 2025. Upon the closing of the Acquisition (the “Closing”), the purchase price for the Acquisition was approximately $1.4 million, consisting of (i) 1,149,226 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued by the Company to Seller (the “Closing Shares”) at the”

Helmerich & Payne, Inc. completed an acquisition involving KCA Deutag International Limited for total consideration of approximately $897 million in cash, approximately $80 million of which was deposited into a customary escrow on the Closing Date pending (closed 2025-01-16).

“On January 16, 2025 (the " Closing Date "), the Company completed the Acquisition (the " Closing " ) whereby the Purchaser acquired the Shares for total consideration of approximately $897 million in cash, approximately $80 million of which was deposited into a customary escrow on the Closing Date pending the resolution of certain potential tax obligations of KCA Deutag in accordance with the terms of the Purchase Agreement.”

Maverick Merger Sub 2, LLC completed an acquisition involving Flagstar Bank, N.A..

“ubservicing contracts, and third-party origination operations (the “Acquired Business”) from Flagstar Bank, N.A., a national banking association and a wholly owned subsidiary of Flagstar Financial, Inc.”

ARCH RESOURCES, INC. underwent a change of control involving CONSOL Energy Inc. (closed 2025-01-14).

“On January 14, 2025 (the "Closing Date"), Arch Resources, Inc., a Delaware corporation ("Arch" or the "Company"), completed its previously announced merger of equals transaction with CONSOL Energy Inc., a Delaware corporation ("CONSOL"), pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 20, 2024 (the "Merger Agreement"), by and among the Company, CONSOL and Mountain Range Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of CONSOL ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Arch (the "Merger"), with Arch continuing as the surviving corporation and as a wholly owned subsidiary of CONSOL.”

Kuber Resources Corp completed an acquisition involving Gongfa Materials (Guangdong) New Materials Technology Co., Limited for 24,944,381 restricted Common Stock shares which represents approximately 18.81% of the Company’s issued and outstanding common stock immediately after the Closi (closed 2025-01-14).

“Gongfa Shareholders considered and agreed to accept the results of the Valuation Report and further agreed the number of Common Share Consideration issuable at closing shall be 24,944,381 restricted Common Stock shares which represents approximately 18.81% of the Company’s issued and outstanding common stock immediately after the Closing. On January 14, 2025,”

Vroom, Inc. underwent a change of control (closed 2025-01-14).

“On the Effective Date, all previously issued and outstanding equity interests in the Company were cancelled and extinguished. Pursuant to the Plan, holders of the Convertible Notes received 92.94% of the New Common Stock.”

Core Natural Resources, Inc. underwent a change of control involving Arch Resources, Inc. for 1.326 shares of common stock per share (closed 2025-01-14).

“immediately prior to the Effective Time (other than certain excluded shares as described in the Merger Agreement) was automatically converted into the right to receive 1.326 shares of common stock, par value $0.01 per share (the “Exchange Ratio”), of the Company (“Company Common Stock”). In connection with the Merger, the Company issued approximately”

Chenghe Acquisition I Co. underwent a change of control involving CayCo (FST Corp.) (closed 2025-01-15).

“On January 15, 2025 (the "Closing Date"), pursuant to the Business Combination Agreement, Merger Sub merged with and into Chenghe with Chenghe being the surviving company and as a direct, wholly owned subsidiary of CayCo, and Chenghe changed its name to "FST Ltd."”

ASHFORD HOSPITALITY TRUST INC completed a disposition involving 275 Tremont Owner, LLC for $123.0 million in cash (closed 2025-01-10).

“On January 10, 2025, HH FP Portfolio LLC, an indirect wholly owned subsidiary of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the 315-room Courtyard Boston Downtown located in Boston, Massachusetts pursuant to an Agreement of Purchase and Sale, entered into effective as of November 27, 2024, by and among HH FP Portfolio LLC, as seller, and 275 Tremont Owner, LLC, as purchaser, for $123.0 million in cash, subject to customary pro-rations and adjustments.”

TransMedics Group, Inc. completed an acquisition involving RCS Leasing, LLC for approximately $14.1 million (closed 2025-01-08).

“Subsequently, on January 8, 2025, the Buyer acquired a fixed-wing aircraft from RCS Leasing, LLC for a purchase price of approximately $14.1 million”

CoJax Oil & Gas Corp completed an acquisition involving Liberty Operating, LLC for 2,211,982 shares of the Common Stock (closed 2024-08-29).

“Assignment and Bill of Sale, entered into and executed by Barrister and Liberty on August 29, 2024 (the “Assignment”). The total consideration of the Acquired Assets consisted of 2,211,982 shares of the Common Stock issued to Liberty (as described in Item 3.02 of the Original Report), at the adjusted valuation of $2.00 per share (the “Shares”). The Acquisition has”

KHEOBA CORP. underwent a change of control involving Mr. TIEN SENG TONG (the “Investor”) for USD 0.091 per share (closed 2025-01-10).

“equity stake in KHEOBA CORP. (the “Company”) through a privately negotiated transaction. The Investor purchased 6,000,000 shares of the Company’s common stock at a price of USD 0.091 per share. This transaction was financed through the Investor’s own capital. The Purchase Agreement was fully executed and delivered. Consequently, the Investor is now able to”

Nano Nuclear Energy Inc. completed an acquisition involving Ultra Safe Nuclear Corporation, Ultra Safe Nuclear Corporation – Technologies, USNC Holdings, LLC, Global First Power Limited, and USNC-Power, Ltd. for $8,500,000 in cash (closed 2025-01-10).

“assumed (collectively, the “ Liabilities ” and such acquisition of the Assets and assumption of the Liabilities together, the “ Transaction ”) for a total purchase price of $8,500,000 in cash (the “ Purchase Price ”). The closing of the Transaction (the “ Closing ”) occurred on January 10, 2025. The Assets acquired by the Company at the Closing more”

Compass, Inc. completed an acquisition involving At World Properties Holdings, LLC (Christie’s International Real Estate) for $150 million (closed 2025-01-13).

“Real Estate became a wholly-owned subsidiary of the Company. The aggregate consideration (“Total Consideration”) payable pursuant to the Merger Agreement consisted of (i) $150 million (the “Cash Consideration”), subject to certain customary purchase price adjustments and (ii) 44,136,191 shares of the Company’s Class A common stock (the “Share Consideration”).”

Fortune Valley Treasures, Inc. completed a disposition involving Lin Yumin for $250,000 (closed 2024-12-31).

“Group Limited, a Seychelles corporation, including all of its subsidiaries (collectively, “DaXing” ). The purchase price under the DaXing SPA for 100% ownership of DaXing is $250,000, payable by Purchaser by delivery of a $250,000 principal amount promissory note (the “Lin Note” ). The Lin Note bears interest at eight percent (8%) per annum, with principal and”

Blue Owl Capital Corp completed an acquisition involving Blue Owl Capital Corporation III (closed 2025-01-13).

“On January 13, 2025, the Company completed its previously announced acquisition of Blue Owl Capital Corporation III, a Maryland corporation (“OBDE”)”

Blue Owl Capital Corp III underwent a change of control involving Blue Owl Capital Corporation (OBDC) for 0.9779 shares of common stock per share of Company's common stock (closed 2025-01-13).

“with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive 0.9779 shares of common stock, par value $0.01 per share of OBDC’s common stock (with the Company’s stockholders receiving cash in lieu of fractional shares of OBDC’s common stock). As a”

US ENERGY CORP completed an acquisition involving Synergy Offshore LLC for $2.0 million in cash, subject to customary adjustments; (b) 1,400,000 shares of the Company’s restricted common stock (closed 2025-01-07).

“of Synergy’s right title and interest in the Property, and certain excluded assets (the “ Synergy Reserved Interest ”). The Property was acquired in consideration for (a) $2.0 million in cash, subject to customary adjustments; (b) 1,400,000 shares of the Company’s restricted common stock (representing 4.76% of the Company’s outstanding restricted common stock”

Stablecoin Development Corp completed a disposition involving Phase One Health LLC for $500,000 (closed 2025-01-08).

“On January 8, 2025, the Company completed the sale to Phase One of (i) the Trademarks pursuant to the Trademark Acquisition Agreement for a purchase price of $500,000 and (ii) the Inventory pursuant to the Transition Services Agreement for $126,000.”

American Well Corp completed a disposition involving Avel eCare, LLC for $20,714,459 (closed 2025-01-08).

“contracts and the related accounts receivable and all accounts payable and accrued expenses of the Business. The purchase price is comprised of (i) an upfront cash payment of $20,714,459, which is equal to 1.1x the Business’ trailing twelve-month revenue, excluding on-site revenue attributable to certain of the Business’ contracts, subject to customary adjustments”

American Strategic Investment Co. completed a disposition involving 9 Times Square Acquisitions, LLC for gross purchase price of $63.5 million (closed 2024-12-18).

“On December 18, 2024, ARCNYC570SEVENTH, LLC, a Delaware limited liability company (the " Seller ") and a wholly-owned subsidiary of American Strategic Investment Co. (the " Company "), consummated the sale of its 9 Times Square Midtown Manhattan property (the " Property ") to 9 Times Square Acquisitions, LLC, a Delaware limited liability company (the " Buyer "), pursuant to that certain Purchase and Sale Agreement, dated August 1, 2024, as amended on November 19, 2024, by and between the Seller and the Buyer. The Property was sold for a gross purchase price of $63.5 million.”

LM FUNDING AMERICA, INC. completed an acquisition involving Tech Infrastructure JV I LLC for approximately $7.3 million (closed 2024-12-06).

“Asset Purchase Agreement (the “Purchase Agreement”) entered into on November 14, 2024 by and among the Company, US Digital, and Seller. The total purchase price of approximately $7.3 million was paid as follows: (i) approximately $1.1 million was paid by the Company to Seller in cash at the closing; (ii) approximately $3.7 million was credited against outstanding”