M&A Transactions

Crescent Energy Co completed an acquisition involving Javelin EF L.P. for approximately $600 million in cash (closed 2023-07-03).

“the Seller received aggregate consideration of approximately $600 million in cash, subject to certain customary purchase price adjustments set forth in the Purchase Agreement.”

Callon Petroleum Co completed a disposition involving Ridgemar Energy Operating, LLC for approximately $551.0 million in cash (closed 2023-07-03).

“Concurrently, CPOC completed the Eagle Ford Divestiture for a sale prices of approximately $551.0 million in cash as total consideration for the equity interests in Callon Eagle Ford.”

Callon Petroleum Co completed an acquisition involving Percussion Petroleum Management II, LLC for approximately $248.6 million in cash, inclusive of the repayment of Percussion Target’s indebtedness of approximately $220.0 million, and approximately $210.0 m (closed 2023-07-03).

“On July 3, 2023, the Company and CPOC completed the Percussion Acquisition for a purchase price of approximately $248.6 million in cash, inclusive of the repayment of Percussion Target’s indebtedness of approximately $220.0 million, and approximately $210.0 million in shares of Company common stock (the “Stock Consideration”) as total consideration for the equity interests acquired in Percussion Target.”

INNOVATIVE SOLUTIONS & SUPPORT INC completed an acquisition involving Honeywell International Inc. for $36 million in cash (closed 2023-06-30).

“inertial, communication and navigation product lines to repair, overhaul, manufacture sell, import, export and distribute certain products to the Company for consideration of $36 million in cash. The Agreement contains representations, warranties and covenants of the parties customary for a transaction of this type. The foregoing description of the Agreement”

Horizon Kinetics Holding Corp completed a disposition involving Commercial Brands LLC for $2.1 million (closed 2023-07-07).

“relating to the BIZ Business. The transactions contemplated by the BIZ Purchase Agreement were consummated onJuly 7, 2023 (the “BIZ Asset Sale”). The consideration due to SLG is $2.1 million, with $1.5 million paid upon execution of the BIZ Purchase Agreement, and the remaining amount payable subject to final adjustment based on actual inventory at the time of”

Broad Street Realty, Inc. completed a disposition for $23.0 million in cash (closed 2023-06-30).

“On June 30, 2023, a subsidiary of Broad Street Realty, Inc. (the “Company”) completed the sale of Spotswood Valley Square Shopping Center, a retail shopping center located in Harrisonburg, Virginia with approximately 190,646 square feet of gross leasable area, for a purchase price of $23.0 million in cash (the “Spotswood Disposition”).”

PHINIA INC. underwent a change of control involving BorgWarner Inc. (closed 2023-07-03).

“On July 3, 2023 (the “Distribution Date”), at 5:00 p.m. Eastern Daylight time, BorgWarner Inc. (“BorgWarner”) completed the previously announced separation of its Fuel Systems and Aftermarket businesses by way of a distribution of 100% of the outstanding shares of common stock of PHINIA Inc. (the “Company”, “we,” “us,” or “our”) to holders of BorgWarner common stock on a pro rata basis (the “Spin-Off”).”

Bitcoin Depot Inc. completed an acquisition involving BT Assets, Inc. (closed 2023-06-30).

“The Business Combination was consummated on June 30, 2023.”

Lucy Scientific Discovery, Inc. completed an acquisition involving Wesana Health Holdings Inc. (closed 2023-06-30).

“On June 30, 2023, the Closing occurred. A total of $100,000 was paid by the Company to Wesana on July 5, 2023 and the Shares were issued on June 30, 2023.”

JELD-WEN Holding, Inc. completed a disposition involving Aristotle Holding III Pty Limited for approximately $446 million (closed 2023-07-02).

“a subsidiary, all of the assets and operations of the Company’s Australasia business (the “ Disposal Transaction ”) . The Company received net cash proceeds of approximately $446 million from the Disposal Transaction. The foregoing description of the Sale Agreement and the Disposal Transaction does not purport to be complete and is qualified in its entirety by”

VSE CORP completed a disposition involving Loar Group Inc. for approximately $30 million (closed 2023-07-03).

“Concurrent with the closing of the Desser Acquisition, the Company sold Desser Aerospace’s propriety solutions businesses to Loar Group Inc. for cash consideration of approximately $30 million (the “Loar Sale”).”

VSE CORP completed an acquisition involving Desser Aerospace for approximately $124 million (closed 2023-07-03).

“being a wholly-owned subsidiary of VSE Aviation (the “Desser Acquisition”). VSE Aviation paid total cash consideration in connection with the Desser Acquisition of approximately $124 million, subject to certain customary post-closing adjustments. Concurrent with the closing of the Desser Acquisition, the Company sold Desser Aerospace’s propriety solutions businesses”

TIDEWATER INC completed an acquisition involving Solstad Offshore ASA subsidiaries for approximately $580.0 million (closed 2023-07-05).

“On July 5, 2023, the Tidewater Parties and Sellers completed the Solstad Acquisition in exchange for an aggregate cash purchase price of approximately $580.0 million”

FARMER BROTHERS CO completed a disposition involving TreeHouse Foods, Inc. for $100 million in cash (closed 2023-06-30).

“On June 30, 2023, the Company completed its previously announced sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas (the “Sale”) pursuant to that certain Asset Purchase Agreement, dated as of June 6, 2023 (the “Original Agreement” and as amended by that certain Amendment, dated as of June 30, 2023 (the “Amendment”), the “Purchase Agreement”) by and between the Company and TreeHouse Foods, Inc., a Delaware corporation (“Buyer”) for a purchase price of $100 million in cash, subject to customary working capital and certain other adjustments”

Golub Capital Private Credit Fund completed an acquisition involving GCP HS Fund, GCP CLO Holdings Sub LP, and others for estimated aggregate purchase price of approximately $442 million, paid 90% in cash and the remaining amount with an unsecured promissory note (closed 2023-07-01).

“Vehicle (together, the “ Equity Interests ”), for an estimated aggregate purchase price (paid to each Seller based on its pro rata ownership of the CLO Vehicle) of approximately $442 million (the “ Estimated Purchase Price ”), which may be adjusted following the Fund’s Board of Trustee’s (the “ Board ”) approval of the final net asset value (the “ Final NAV ”) of the”

GoGreen Investments Corp underwent a change of control involving Lifezone Metals Limited (closed 2023-07-06).

“On July 6, 2023, GoGreen Investments Corporation, a Cayman Islands exempted company (“ GoGreen ”), consummated its previously announced business combination pursuant to the business combination agreement, dated as of December 13, 2022”

Finance of America Companies Inc. completed a disposition involving Essent US Holdings, Inc. for approximately $92.6 million in cash (closed 2023-07-01).

“the Securities Purchase Agreement, in consideration for the capital stock and membership interests sold thereunder, on the Closing Date, the Buyer paid to Incenter approximately $92.6 million in cash, which is the base purchase price of $100.0 million adjusted at Closing in accordance with the provisions of the Securities Purchase Agreement. The purchase price is”

Abacus Global Management, Inc. underwent a change of control involving East Resources Acquisition Company for Business combination pursuant to Agreement and Plan of Merger, merger of LMA Merger Sub into LMA and Abacus Merger Sub into Legacy Abacus, Legacy Companies beco (closed 2023-06-30).

“Pursuant to the Merger Agreement, on June 30, 2023, (i) LMA Merger Sub merged with and into LMA, with LMA surviving such merger (the “LMA Merger”) and (ii) Abacus Merger Sub merged with and into Legacy Abacus, with Legacy Abacus surviving such merger (the “Abacus Merger” and, together with the LMA Merger, the “Mergers” and, along with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and the Legacy Companies became direct wholly owned subsidiaries of Abacus.”

Aphoenity International Holdings Inc. completed an acquisition involving Ho Chi Wan (closed 2023-07-06).

“As of July 06, 2023, the Company completed the Reverse Take-over of Glamourous Group (the “Target”), by the issuance of 320,000,000 common shares to Ho Chi Wan, the sole shareholder of Glamourous Group.”

Bright Mountain Media, Inc. completed an acquisition involving Big Village Insights, Inc., Big Village Agency LLC, Big Village Group Inc., Deep Focus, Inc., EMX Digital Inc., Balihoo, Inc., and Big Village Media LLC for approximately $20 million, plus assumed liabilities, in an all-cash transaction (closed 2023-04-20).

“On April 20, 2023, the Company completed the Acquisition for approximately $20 million, plus assumed liabilities, in an all-cash transaction.”

WASTE ENERGY CORP. completed an acquisition involving Apex VR Holdings, Inc. (closed 2023-07-05).

“On July 5, 2023, we closed the asset purchase agreement (the “ Agreement ”) with Apex VR Holdings, Inc. (“ Apex ”), whereby we purchased certain intellectual property assets (the “ Assets ”) and the intellectual property rights relating to or used in connection with the Assets of Apex.”

Cosmos Health Inc. completed an acquisition involving Pharmaceutical Laboratories CANA, S.A. for approximately $1.67 million (closed 2023-06-30).

“On June 30, 2023, Cosmos Health Inc. (the “Company”) completed the acquisition of one hundred (100%) percent of the equity of Pharmaceutical Laboratories CANA, S.A. (“Cana Holdings”). The Purchase Price for the shares was approximately $1.67 million consisting of €800,000 in cash and $800,000 in stock, based on an issuance price of $17.25 per share.”

CFN Enterprises Inc. completed an acquisition involving RAN CoPacking Solutions LLC (closed 2023-07-01).

“(the “Company”), and its wholly owned subsidiary, RANCO, LLC, a Delaware limited liability company (“Ranco”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with RAN CoPacking Solutions LLC, a California limited liability company (the “Seller”) and the members of the Seller (collectively, the “Founders”).”

US XPRESS ENTERPRISES INC underwent a change of control involving Knight-Swift Transportation Holdings Inc. (closed 2023-06-30).

“This Current Report on Form 8-K is being filed in connection with the completion on June 30, 2023 (the "Closing Date") of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 20, 2023 (the "Merger Agreement"), by and among U.S. Xpress Enterprises, Inc., a Nevada corporation ("U.S. Xpress" and following the consummation of the Merger, the "Surviving Corporation"), Knight-Swift Transportation Holdings Inc., a Delaware corporation ("Knight-Swift"), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift ("Merger Subsidiary").”

Diversey Holdings, Ltd. underwent a change of control involving Olympus Water Holdings IV, L.P. for $8.40 per Ordinary Share in cash (closed 2023-07-05).

“held by the Bain Shareholder, that are not Rollover Shares (the “ Bain Shares ”)) was automatically cancelled and exchanged into the right to receive cash in an amount equal to $8.40 per Ordinary Share, without interest thereon and subject to applicable withholding taxes (the “ Merger Consideration ”). At the Effective Time, each Excluded Company Share was”

Clever Leaves Holdings Inc. completed a disposition involving Terra Verde, Lda. for EUR 2,500,000 (closed 2023-07-01).

“cannabis processing facility in Setubal, Portugal (the “Transaction”). Under the terms of the APA, the total consideration paid to the Seller for the Transaction was EUR 2,500,000, which was paid in full by wire transfer of immediately available funds to the Seller’s bank account. The Transaction is one of the last steps in the Company’s previously announced”

Baudax Bio, Inc. completed an acquisition involving TeraImmune, Inc. (closed 2023-06-29).

“On the Effective Date, Baudax Bio completed its business combination with TeraImmune.”

Mayville Engineering Company, Inc. completed an acquisition involving shareholders of Mid-States Aluminum for $95,944,962 (closed 2023-07-01).

“also offers related services including design, engineering, extrusions, fabrication, anodizing and finishing, assembly, and packaging. The purchase price in the acquisition was $95,944,962, subject to adjustments for the amount of cash, indebtedness, net working capital, and certain expenses of MSA as of the closing. At the closing of the acquisition, the Company”

LABCORP HOLDINGS INC. completed a disposition involving Fortrea Holdings Inc. (closed 2023-06-30).

“On June 30, 2023 (the “Distribution Date”) at 11:59 p.m., Burlington, North Carolina time, Laboratory Corporation of America Holdings (the “Company” or “Labcorp”) completed the previously announced separation (the “spinoff”) of Fortrea Holdings Inc. (“Fortrea”) from the Company.”

COMMUNITY FINANCIAL CORP /MD/ underwent a change of control involving Shore Bancshares, Inc. for 2.3287 shares of SHBI common stock (closed 2023-07-01).

“the Merger Agreement, each share of TCFC common stock, par value $0.01 per share (“ TCFC Common Stock ”), outstanding immediately prior to the Effective Time was converted into 2.3287 shares (the “ Exchange Ratio ”) of SHBI common stock, par value $0.01 per share (“ SHBI Common Stock ”), with an amount in cash, without interest, to be paid in lieu of fractional”

Fortrea Holdings Inc. underwent a change of control involving Laboratory Corporation of America Holdings (Labcorp) (closed 2023-06-30).

“On June 30, 2023 (the “Distribution Date”), at 11:59 p.m. Burlington, North Carolina time (the “Effective Time”), Laboratory Corporation of America Holdings (“Labcorp”) completed the previously announced distribution (the “Distribution”) of 100% of the shares of the common stock of Fortrea Holdings Inc. (“Fortrea,” the “Company,” “we,” “us,” or “our”) to holders of Labcorp’s common stock on a pro rata basis (the “spinoff”).”

Latch, Inc. completed an acquisition involving Honest Day's Work, Inc. for $22.0 million aggregate principal amount of unsecured promissory notes and approximately 29.0 million shares of the Company’s common stock (closed 2023-07-03).

“and the other transactions contemplated by the Merger Agreement. At the effective time of the First Merger, the Company issued to HDW’s stockholders as merger consideration (i) $22.0 million aggregate principal amount of unsecured promissory notes (the “Promissory Notes”) and (ii) approximately 29.0 million shares of the Company’s common stock (the “Shares”). Certain”

ConvexityShares Trust underwent a change of control involving Teucrium Trading LLC (closed 2023-07-03).

“nd the concurrent appointment of Teucrium Trading LLC (“Teucrium”) as successor sponsor to the Trust (the “Sponsor”

Nikola Corp completed a disposition involving SG Service Co., LLC (closed 2023-06-30).

“On June 30, 2023, pursuant to a general assignment (the “Assignment”), Romeo Power, Inc. (“Romeo”), a wholly-owned subsidiary of Nikola Corporation (the “Company”), transferred ownership of all of Romeo’s right, title and interest in and to all of its tangible and intangible assets, subject to certain agreed upon exclusions (collectively, the “Assets”) to SG Service Co., LLC, in its sole and limited capacity as Assignee for the Benefit of Creditors of Romeo (“Assignee”), and also designated Assignee to act as the assignee for the benefit of creditors of Romeo, such that, as of June 30, 2023, Assignee succeeded to all of Romeo’s right, title and interest in and to the Assets.”

Tonix Pharmaceuticals Holding Corp. completed an acquisition involving Upsher Smith Laboratories, LLC for $15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable...and $10 million in cash at Closing to acquire certain Busines (closed 2023-06-30).

“to the Business and assumed certain liabilities of Seller. The closing (“Closing”) occurred on June 30, 2023. As consideration for the Asset Purchase, Purchaser paid to Seller $15 million in cash, $12 million of which was paid at Closing and $3 million of which is payable on the earlier of March 2024 and the completion of the transition services to be provided by”

SHORE BANCSHARES INC completed an acquisition involving The Community Financial Corporation for 2.3287 shares of SHBI Common Stock per share of TCFC Common Stock, plus cash in lieu of fractional shares (closed 2023-07-01).

“the Merger Agreement, each share of TCFC common stock, par value $0.01 per share (“ TCFC Common Stock ”), outstanding immediately prior to the Effective Time was converted into 2.3287 shares (the “ Exchange Ratio ”) of SHBI common stock, par value $0.01 per share (“ SHBI Common Stock ”), with an amount in cash, without interest, to be paid in lieu of fractional”

Benson Hill, Inc. completed a disposition involving Sweet Sixty, LLC for aggregate cash consideration of $3 million, subject to adjustment for the value of certain fixed assets that have been sold, stolen, or destroyed, as set forth (closed 2023-06-30).

“equity securities of J&J Produce, Inc. (“ J&J ”), and all of the outstanding equity securities of J&J’s subsidiaries, to the Buyer for aggregate cash consideration of $3 million, subject to adjustment for the value of certain fixed assets that have been sold, stolen, or destroyed, as set forth in the Stock Purchase Agreement (the “ Stock Sale ”). As”

Vital Energy, Inc. completed an acquisition involving Forge Energy II Delaware, LLC (closed 2023-06-30).

“On June 30, 2023, the Company consummated such acquisition.”

Amphastar Pharmaceuticals, Inc. completed an acquisition involving Eli Lilly and Company for $500 million in cash (closed 2023-06-30).

“​ The proceeds of the Credit Facilities were used to finance the acquisition of BAQSIMI ® glucagon nasal powder (“BAQSIMI ® ”) and related assets (the “Transferred Assets”) from Eli Lilly and Company, an Indiana corporation (“Lilly”), to refinance certain of Amphastar’s and its subsidiaries’ existing third-party indebtedness, and to pay fees and expenses incurred in connection with each of the foregoing.”

Marker Therapeutics, Inc. completed a disposition involving Cell Ready, LLC for approximately $19.0 million (closed 2023-06-26).

“Company completed the disposition of the Purchased Assets to Cell Ready pursuant to the Transaction. The aggregate consideration paid for the Purchased Assets was approximately $19.0 million. In connection with the Transaction, Cell Ready plans to make offers of employment to approximately 50 of the Company's employees currently employed in its manufacturing,”

Ryman Hospitality Properties, Inc. completed an acquisition involving BREIT JWM San Antonio LP and BREIT JWM San Antonio TRS LLC for approximately $800 million (closed 2023-06-30).

“Antonio LP, a Delaware limited partnership, and BREIT JWM San Antonio TRS LLC, a Delaware limited liability company. The aggregate purchase price paid by Buyer was approximately $800 million, funded with the net proceeds of an underwritten registered public offering of 4,427,500 shares of common stock of the Company at the public offering price of $93.25 per share,”

Evil Empire Designs, Inc. completed an acquisition involving Trendmark Industries, Inc. and its sole shareholder (closed 2023-06-29).

“June 29, 2023, pursuant to the Share Exchange Agreement (the “Share Exchange Agreement”), dated June 23, 2023, by and among Evil Empire Designs, Inc. (the “Company”), Trendmark Industries, Inc., a Wisconsin corporation (“Trendmark”), and the sole holder of shares of common stock of Trendmark, the Company completed its acquisition of Trendmark.”

INDUS REALTY TRUST, INC. underwent a change of control involving affiliates of Centerbridge Partners, L.P. and GIC Real Estate, Inc. for approximately $868 million (closed 2023-06-29).

“INDUS Realty Trust, Inc. (Nasdaq: INDT) (“INDUS” or the “Company”) , a U.S. based industrial/logistics REIT, announced today the completion of the previously announced merger whereby affiliates of Centerbridge Partners, L.P. (“Centerbridge”), a global private investment firm with deep experience in real estate, and GIC, a global institutional investor, have acquired all of the outstanding shares of INDUS’ common stock in an all-cash transaction valued at approximately $868 million.”

Evil Empire Designs, Inc. completed an acquisition involving Trendmark Industries, Inc. (closed 2023-06-25).

“On June 25, 2023, Evil Empire Designs, Inc., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Share Exchange Agreement”), dated June 23, 2023, by and among the Company, Trendmark Industries, Inc., a Wisconsin corporation (“Trendmark”), and the sole holder of common shares of Trendmark.”

VERDE BIO HOLDINGS, INC. completed a disposition involving private buyer for $398,750 in cash (closed 2023-06-23).

“On June 27, 2023, Verde Bio Holdings, Inc. (the "Company") announced that it had closed on a transaction of certain mineral and royalty interests ("Acquisition") with a private buyer whereby the Company divested 55% of certain mineral and oil and gas royalty interests for $398,750 in cash, ("Purchase Price").”

Authentic Holdings, Inc. completed an acquisition involving Goliath Motion Picture Promotions owned by Priscella Cooper (closed 2023-06-20).

“On June 20, 2023, Authentic Holdings, Inc. (the “Company”), closed an Asset Purchase Agreement (the “Purchase Agreement”) with Goliath Motion Picture Promotions owned by Priscella Cooper (the “Seller”).”

RiceBran Technologies completed a disposition involving Stabil Nutrition, LLC for approximately $3.5 million (closed 2023-06-23).

“held for the operation of and the use in connection with, the Business (other than excluded assets, including all accounts receivable) for total consideration of approximately $3.5 million, consisting of $1.8 million in cash and the assumption of $1.7 million of the Company’s real estate lease obligations on two operating facilities. In connection with the”

Drilling Tools International Corp completed a disposition involving ROC Energy Acquisition Corp. (closed 2023-06-20).

“Merger Sub merged with and into DTIH, with DTIH surviving the merger as a wholly owned subsidiary of ROC”

Drilling Tools International Corp underwent a change of control involving Drilling Tools International Holdings, Inc. (closed 2023-06-20).

“On June 20, 2023 (the “Closing Date”), Drilling Tools International Holdings, Inc., a Delaware corporation (“DTIH”), ROC Energy Acquisition Corp., a Delaware corporation (“ROC”), and ROC Merger Sub, Inc., a Delaware corporation and a directly, wholly owned subsidiary of ROC (“Merger Sub”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated February 13, 2023”

Digital Brands Group, Inc. completed a disposition involving D. Jones Tailored Collection, Ltd. (closed 2023-06-21).

“the Company assigned and transferred one hundred percent (100%) of the Company’s membership interest in H&J to D. Jones”