Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.
FNCB Bancorp, Inc. underwent a change of control involving Peoples Financial Services Corp. (closed 2024-07-01).
“Effective July 1, 2024 (the “Closing Date”), FNCB Bancorp, Inc., a Pennsylvania corporation (“FNCB”), completed its previously announced merger with Peoples Financial Services Corp., a Pennsylvania corporation (“Peoples”), pursuant to the Agreement and Plan of Merger dated September 27, 2023 between Peoples and FNCB (the “Merger Agreement”).”
PEOPLES FINANCIAL SERVICES CORP. completed an acquisition involving FNCB Bancorp, Inc. for approximately 2,936,172 shares of Peoples Common Stock (closed 2024-07-01).
“lieu of fractional shares of Peoples Common Stock in accordance with the terms of the Merger Agreement. The total aggregate consideration payable in the Merger was approximately 2,936,172 shares of Peoples Common Stock. The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to”
California Resources Corp completed an acquisition involving IKAV Energy Inc., IKAV Impact S.a.r.l., Simlog Inc., Oaktree Huntington Investment Fund II AIF (Delaware), L.P. – Class C, Oaktree Huntington Investment Fund II AIF (Delaware), L.P. – Class G, OCM Opps XI AIV Holdings (Delaware), L.P., OCM Opps Xb AIF Holdings (Delaware), L.P., OCM Aera E Holdings, for 21,315,707 shares of common stock of CRC (closed 2024-07-01).
“CRC completed the Transaction through a series of mergers of CRC merger subsidiaries and holding companies of the Aera Companies and issued to the Sellers consideration of 21,315,707 shares of common stock of CRC, par value $0.01 per share (“ Common Stock ”). -3- The foregoing description of the Transaction and the Merger Agreement contained in this Item 2.01”
Babcock & Wilcox Enterprises, Inc. completed a disposition involving Hitachi Zosen Inova AG for approximately $87 million (closed 2024-06-28).
“agreement, the “Purchase Agreement”). The sale of BWRS to the Buyer was completed the same day. The Purchase Agreement provides for a base purchase price equal to approximately $87 million, subject to certai n debt and working capital upward or downward adjustments. The Purchase Agreement also includes customary representations and warranties regarding BWRS and its”
Cano Health, Inc. completed a disposition involving holders of the Allowed First Lien Claims.
“holders of the Allowed First Lien Claims received 100% of the New Equity Interests (subject to dilution by New Equity Interests issued in respect or as a result of (1) the MIP Equity, (2) the Participation Fee, (3) any financing fees payable in New Equity Interests in connection with the New RCF Loans and (4) the exercise of the GUC Warrants).”
Cano Health, Inc. underwent a change of control.
“As disclosed elsewhere in this Current Report on Form 8-K, on the Effective Date, all of the Old Common Stock of the Company was cancelled and the Company issued New Equity Interests pursuant to the Plan.”
Apartment Income REIT Corp. underwent a change of control involving Apex Purchaser LLC, Aries Purchaser LLC, Astro Purchaser LLC and Astro Merger Sub, Inc., affiliates of Blackstone Inc. for $39.12 per share (closed 2024-06-28).
“or Merger Sub, issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $39.12 (the “ Common Stock Merger Consideration ”), without interest and less any applicable withholding taxes; • Stock Options : Each award of options to purchase Company Common Stock”
Bumble Inc. completed an acquisition involving Geneva Technologies, Inc. for approximately $17 million in cash (closed 2024-07-01).
“On July 1, 2024, Bumble Inc. (“Bumble”) completed the acquisition by merger (the “Acquisition”) of the outstanding capital stock of Geneva Technologies, Inc. (the “Acquired Business”), a privately held company with approximately 160 stockholders, for an aggregate purchase price of approximately $17 million in cash, subject to specified purchase price adjustments.”
CODORUS VALLEY BANCORP INC underwent a change of control involving Orrstown Financial Services, Inc. for 0.875 shares of Orrstown common stock per share of Codorus Valley common stock (closed 2024-07-01).
“(“ Codorus Valley ”) completed the previously announced merger of equals (the “ Merger ”) with Orrstown Financial Services, Inc. (“ Orrstown ”), pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of December 12, 2023, by and between Orrstown and Codorus Valley.”
CEDAR FAIR L P completed an acquisition involving Six Flags Entertainment Corporation for Cedar Fair unitholders received one share of common stock in Six Flags Entertainment Corporation for each unit owned, and Former Six Flags shareholders received (closed 2024-07-01).
“On July 1, 2024 (the " Closing Date "), Cedar Fair, L.P. (the " Partnership ") completed the previously announced merger of equals transaction contemplated by the Agreement and Plan of Merger, dated as of November 2, 2023 (the " Merger Agreement "), by and among the Partnership, Six Flags Entertainment Corporation (" Former Six Flags "), CopperSteel HoldCo, Inc. (" HoldCo "), and CopperSteel Merger Sub, LLC (" Copper Merger Sub ").”
ORRSTOWN FINANCIAL SERVICES INC completed an acquisition involving Codorus Valley Bancorp, Inc. for 0.875 shares of Orrstown common stock (closed 2024-07-01).
“(“Orrstown”) completed the previously announced merger of equals (the “Merger”) with Codorus Valley Bancorp, Inc. (“Codorus Valley”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 12, 2023, by and between Orrstown and Codorus Valley.”
DMK PHARMACEUTICALS Corp completed a disposition involving zmi pharma inc. for $3,170,600 (closed 2024-05-16).
“On May 16, 2024, pursuant to an agreement approved by the Bankruptcy Court, the Company sold all of its assets relating to its ZIMHI products and business to zmi pharma inc. for $3,170,600.”
Fyntechnical Innovations Inc completed an acquisition involving ChainTrade, LTD for $8,000,000 promissory note convertible into common stock at $1 per share plus $500,000 working capital commitment (closed 2024-06-21).
“strategies and utilizes AI to evaluate assets within a portfolio. Under the terms of the Acquisition Agreement, the Company purchased the ChainTrade Assets in exchange for an $8,000,000 promissory note, with a term of 18 months, and a 5% interest rate. The Note is convertible into shares of the Company’s Common Stock at $1 per share. The Company has also”
Vericity, Inc. underwent a change of control involving iA American Holdings Inc. for $11.43 per share in cash, valued at approximately $170 million (closed 2024-06-28).
“rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) was, at the Effective Time, automatically converted into the right to receive $11.43 in cash, without interest and subject to applicable withholding taxes (the “ Merger Consideration ”). The foregoing description of the Merger Agreement and the Merger does not”
Kinetik Holdings Inc. completed an acquisition involving Durango Midstream LLC, an affiliate of Morgan Stanley Equity Partners for aggregate purchase price of approximately $765 million (closed 2024-06-24).
“pursuant to which the Partnership purchased all of the membership interests of Durango Permian, LLC from Durango Seller for an aggregate purchase price of approximately $765 million”
HireRight Holdings Corp underwent a change of control involving Hearts Parent, LLC for $14.35 per share (closed 2024-06-28).
“with Hearts Parent, LLC, a Delaware limited liability company (“ Parent ”), and Hearts Merger Sub, Inc., a Delaware corporation and wholly owned”
VSEE HEALTH, INC. underwent a change of control involving Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc. (closed 2024-06-24).
“On June 24, 2024 (the “Closing Date”), the parties consummated the business combination by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a direct, wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee Lab”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”) (the “Business Combination”).”
TSR INC completed a disposition involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).
“commenced a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “ Shares ”), at a price of $13.40 per share (the “ Offer Price ”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in”
TSR INC underwent a change of control involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).
“commenced a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “ Shares ”), at a price of $13.40 per share (the “ Offer Price ”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in”
ILLUMINA, INC. completed a disposition involving GRAIL, Inc. for pro rata distribution of one share of GRAIL common stock for every six shares of Illumina common stock (closed 2024-06-24).
“As previously reported, effective as of 12:01 New York City time on June 24, 2024 (the “Distribution Date”), Illumina completed the pro rata distribution to holders of record of Illumina’s common stock, par value $0.01 per share (“Illumina Common Stock”), as of 5:00 p.m. New York City time on June 13, 2024 (the “Record Date”), of one share of GRAIL common stock, par value $0.001 per share (“GRAIL Common Stock”), for every six shares of Illumina Common Stock held by such Illumina stockholders as of the Record Date (the “Distribution”).”
MODEL N, INC. underwent a change of control involving Vista Equity Partners for $30.00 per share of Company Common Stock (closed 2024-06-27).
“Parent and Merger Sub are each affiliates of Vista Equity Partners. with and into Model N (the “Merger”), with Model N continuing as the surviving corporation and a wholly owned subsidiary of Parent.”
ASHFORD HOSPITALITY TRUST INC completed a disposition involving ACS One Ocean Propco LLC for $87 million in cash (closed 2024-06-27).
“On June 27, 2024, Ashford Atlantic Beach LP and Ashford TRS Atlantic Beach LLC, indirect wholly owned subsidiaries of Ashford Hospitality Trust, Inc. (the “Company”), completed the sale of the One Ocean Resort located in Atlantic Beach, Florida pursuant to an Agreement of Purchase and Sale, entered into effective as of May 31, 2024, by and among Ashford Atlantic Beach LP and Ashford TRS Atlantic Beach LLC, as seller, and ACS One Ocean Propco LLC, as purchaser, for $87 million in cash, subject to customary pro-rations and adjustments.”
Coherus Oncology, Inc. completed a disposition involving Hong Kong King-Friend Industrial Company Ltd. for upfront, all-cash consideration of $40.0 million (closed 2024-06-26).
“commitments, but not including certain identified excluded assets and excluded liabilities (collectively, the “YUSIMRY Disposition”) for upfront, all-cash consideration of $40.0 million paid on June 26, 2024. The Purchase Agreement also provides for indemnification rights related to breaches of each party’s representations, warranties, covenants and certain”
Climb Bio, Inc. completed an acquisition involving Tenet Medicines, Inc. (closed 2024-06-27).
“On June 27, 2024, the Company completed its acquisition of Tenet in accordance with the terms of the Acquisition Agreement.”
Greenland Mines Ltd underwent a change of control involving ANEW Medical, Inc. (closed 2024-06-21).
“On June 21, 2024 (the “Closing Date”), Merger Sub merged with and into ANEW, with ANEW continuing as the surviving corporation and as a wholly owned subsidiary of Redwoods (the “Business Combination”).”
Thunder Power Holdings, Inc. underwent a change of control involving Thunder Power Holdings Limited (closed 2024-06-21).
“on June 21, 2024, the parties to the Business Combination Agreement consummated the Business Combination (such consummation, the “ Closing ”).”
Webstar Technology Group Inc. underwent a change of control involving Frank Perone Irrevocable Trust (Seller); Ricardo Haynes, Eric Collins, Lance Lehr, Tori White, Donald Keer (Purchasers) (closed 2024-06-14).
“On June 14, 2024, Mr. Ricardo Haynes, Mr. Eric Collins, Mr. Lance Lehr, Ms. Tori White and Mr. Donald Keer, each as an individual (the “Purchasers”) personally acquired 100% of the issued and outstanding shares of the Series A Preferred Stock (the “Preferred Stock”) of Webstar Technology Group, Inc., a Wyoming corporation, (the “Company” or the “Registrant”) from the Frank Perone Irrevocable Trust, a Florida trust (the “Seller”) (The “Purchase”).”
Hess Midstream LP completed an acquisition involving HINDL and GIP II Blue Holding, L.P. for aggregate purchase price of approximately $100 million (closed 2024-06-26).
“B Units”) and (b) GIP 1,699,581 Class B Units (such Class B Units subject to the Repurchase Agreement, the “Repurchased Units”) for an aggregate purchase price of approximately $100 million (the “Repurchase Transaction”). The Repurchase Transaction was consummated on June 26, 2024. The purchase price per Class B Unit was $36.71, the closing price of the Class A”
2seventy bio, Inc. completed a disposition involving Novo Nordisk A/S for $38 million in cash, plus up to an additional $2 million that will be held back by Novo for 12 months (closed 2024-06-21).
“(the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) with Novo Nordisk A/S (“Novo”). Subject to the terms and conditions of the Purchase Agreement, the Company sold to Novo (the “Asset Sale”) , the Company’s program for the research, development, manufacture, regulatory approval for, and commercialization of, gene therapy products exploiting the megaTAL Platform that is directed to the treatment, diagnosis and prevention of hemophilia (collectively, the “Programs” and such assets, the “Transferred Assets”).”
ATLANTIC INTERNATIONAL CORP. completed an acquisition involving Lyneer Investments LLC for $35,000,000 convertible promissory note and 25,423,729 shares of common stock valued at $60,000,000 (closed 2024-06-18).
“for the Acquisition was the issuance to IDC Technologies Inc. (“IDC”), the then current owner of Lyneer: (a) a convertible promissory note in the principal amount of $35,000,000 that is due on or before September 30, 2024; and (b) 25,423,729 shares of the Company’s common stock at a market value of $2.36 per share, or $60,000,000 in the aggregate. The”
BioScience Health Innovations, Inc. completed an acquisition involving Best Labs, Inc. for 34,371,100 shares of the Company’s common stock, representing approximately 85.39% of the issued and outstanding shares (closed 2023-03-10).
“2023 (the “ Closing ”). As a result of the Exchange Agreement Best became the wholly-owned subsidiary of the Company. Upon the Closing, the Company issued the Best shareholders 34,371,100 shares of the Company’s common stock, representing approximately 85.39% of the issued and outstanding shares of the Company’s common stock following Closing, in exchange for all”
SELECTIS HEALTH, INC. completed a disposition involving Bibb County Holdings II, LLC for $6.75 million (closed 2024-06-18).
“with the original Purchase and Sale Agreement (the “PSA”) executed on May 1, 2024, Bibb County Holdings II, LLC (the “Purchaser”) has purchased the Archway Property for $6.75 million. The sale was completed on June 18, 2024. A copy of the PSA was previously filed as an exhibit to the Company’s Current Report on Form 8-K dated May 1, 2024 and filed with”
ILLUMINA, INC. completed a disposition involving GRAIL, Inc. (closed 2024-06-24).
“At 12:01 a.m. New York time on the Distribution Date, Illumina effected the Distribution and completed the separation of GRAIL from Illumina.”
GRAIL, Inc. underwent a change of control involving Illumina, Inc. for pro rata distribution of 85.5% of outstanding shares of GRAIL common stock to Illumina stockholders (closed 2024-06-24).
“the “Company,” “we,” “us” or “our”) from Illumina, Inc. (“Illumina”) was completed. The Separation of GRAIL from Illumina was achieved through Illumina’s pro rata distribution of 85.5% of the outstanding shares of GRAIL common stock to holders of record of Illumina common stock as of the close of business on June 13, 2024 (the “Record Date”). Each holder of”
Kodiak Gas Services, Inc. completed an acquisition involving CSI Compressco LP (closed 2024-04-01).
“On April 1, 2024, Kodiak Gas Services, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) with the Securities and Exchange Commission to report under Item 2.01 thereof the completion of the acquisition of CSI Compressco LP (“CSI Compressco”) pursuant to the agreement and Plan of Merger, dated as of December 19, 2023 (the “Merger Agreement”).”
OLD MARKET CAPITAL Corp completed an acquisition involving Mark R. Radabaugh, Dale B. Beckmann and Amplex Electric, Inc. for $37,500,000 (closed 2024-06-15).
“approximately 56.5% of Amplex with Mr. Radabaugh retaining the remaining 43.5% interest. The purchase price was paid in cash. The base purchase price of the Acquisition was $37,500,000, subject to adjustment in accordance with the terms of the Share Purchase Agreement. The transaction was fully funded with the Company’s available cash on hand. The Share Purchase”
AdTheorent Holding Company, Inc. underwent a change of control involving Cadent, LLC for approximately $324 million (closed 2024-06-21).
“corporation and a wholly-owned subsidiary of Parent. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $324 million. The funds used by Parent to consummate the Merger and complete the related transactions came from equity contributions and subordinated debt financing provided by certain”
TLGY ACQUISITION CORP underwent a change of control involving CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP for aggregate purchase price of $1.00 (closed 2024-06-19).
“On April 16, 2024, the Company, the Former Sponsor , TLGY Holdings LLC, which is the holding company of the Former Sponsor , CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP (CPC Sponsor Opportunities I, LP and CPC Sponsor Opportunities I (Parallel), LP, together, the “Buyers”), the Buyers being current stakeholders of economic interests in the Former Sponsor , entered into a securities transfer agreement (“Securities Transfer Agreement”), pursuant to which, at a closing on June 19, 2024 (the “Closing”), Buyers, for an aggregate purchase price of $1.00 (the “Purchase Price”), (i) purchased 3,542,305 Class B ordinary shares of the Company (the “Founder Shares”) from the Former Sponsor, certain investors who held the Founder Shares, and three present or previous independent directors of the Company, and (ii) purchased 3,940,825 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share (“Private Placement Warrants”) from the Former”
WAFD INC completed a disposition involving Bank of America, N.A. for $2.6 billion (closed 2024-06-21).
“On June 21, 2024, Washington Federal Bank, dba WaFd Bank, a wholly owned subsidiary of WaFd, Inc. (the “Company”) finalized the previously announced sale to Bank of America, N.A. (the “Purchaser”) of approximately 1,800 commercial multi-family real estate loans (the “Loans”) pursuant to an Agreement for Purchase and Sale of Loans dated May 14, 2024 (the “Purchase Agreement”). The aggregate purchase price for the Loans was $2.6 billion”
Tectonic Therapeutic, Inc. underwent a change of control involving Tectonic Therapeutic, Inc. for 0.53441999 shares of the Company’s common stock for each share of Tectonic common stock (closed 2024-06-20).
“At the effective time of the Merger, the Company issued an aggregate of approximately 5,322,169 shares of its common stock to Tectonic stockholders, based on an exchange ratio of 0.53441999 (after giving effect to the Reverse Stock Split) shares of the Company’s common stock for each share of Tectonic common stock outstanding immediately prior to the Merger,”
Transphorm, Inc. underwent a change of control involving Renesas Electronics America Inc. for approximately $345 million (closed 2024-06-20).
“Company Options and Company Warrants from cash on hand. The total amount of consideration payable to the Company’s equityholders in connection with the Merger was approximately $345 million.”
5&2 Studios, Inc. completed a disposition involving Come and See Foundation, Inc. for forgiveness of approximately $133,800,000 of existing indebtedness and up to $85,000,000 in milestone payments (closed 2024-06-13).
“the Company completed the transactions contemplated by the APA (the “Asset Sale”). The consideration for the Asset Sale consists of: (i) the forgiveness by CAS of approximately $133,800,000 of existing indebtedness owed by the Company to CAS, and any accrued but unpaid interest thereon as of June 13, 2024, after offsetting certain amounts owed by CAS to the Company”
1606 CORP. underwent a change of control involving Gregory Lambrecht for gift of 60 shares of Series B Preferred Stock (closed 2024-06-14).
“On June 14, 2024, Gregory Lambrecht, the former Chief Executive Officer of 1606 Corp., a Nevada corporation (the “ Company ”), gifted 60 shares of the Company’s Series B Preferred Stock to Austen Lambrecht, the Company’s current Chief Executive Officer and the son of Gregory Lambrecht.”
Onar Holding Corp underwent a change of control involving Claude Zdanow for four hundred thousand dollars ($400,000.00) (closed 2024-06-13).
“Mount Olympus Ventures, Inc., a company owned by Claude Zdanow). The amount of the consideration in purchasing the Series A Preferred Stock was four hundred thousand dollars ($400,000.00).”
Onar Holding Corp completed an acquisition involving Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp. for 75,000,000 shares of the Company's common stock, par value $0.001 per share, exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.000 (closed 2024-06-17).
“The transaction was completed by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp.”
RESIDEO TECHNOLOGIES, INC. completed an acquisition involving Snap One Holdings Corp. for $10.75 in cash (closed 2024-06-14).
“any shares held by Snap One, the Company, Merger Sub or any other direct or indirect wholly owned subsidiary of Snap One or the Company) was converted into the right to receive $10.75 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”). The foregoing description of the Merger Agreement and the Merger does not purport”
ETHEMA HEALTH Corp completed an acquisition involving Boca Cove Detox, LLC for $240,000.00 (closed 2024-06-12).
“such that the take over of the lease came as a turn-key facility for the operation of an addiction treatment center. The seller was Boca Cove Detox, LLC. The purchase price was $240,000.00.”
Simply Good Foods Co completed an acquisition involving Only What You Need, Inc. for $280,000,000 (closed 2024-06-13).
“On June 13, 2024, pursuant to the Purchase Agreement, Simply USA completed the acquisition (the “ Acquisition ”) of the Target by acquiring 100% of the equity interests of the Target for a cash purchase price of $280,000,000 (subject to customary adjustments for the Target’s levels of cash, indebtedness, net working capital and transaction expenses as of the closing).”
UPEXI, INC. completed a disposition involving Nutra Products LLC, MFA Holdings Corp., and 1000915944 Ontario Inc. for $6,000,000 (closed 2024-06-13).
“Stock Purchase Agreement dated June 1, 2024. MFA Holdings, Corp. is controlled by Allan Marshall, the Company’s CEO and Chairman. The purchase price in the sale transaction was $6,000,000, of which (i) $4,000,000 was paid in cash at closing, (ii) $1,000,000 is in the form of promissory notes issued by the Buyers to the Company, which promissory notes are payable in”
Vestand Inc. completed an acquisition involving Mr. Jiyuck Hwang for $3.6 million (closed 2024-06-12).
“On June 12, 2024, the Company closed the Acquisition described in Item 1.01 above for an aggregate $3.6 million.”
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.