Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.
Arlington Asset Investment Corp. completed a disposition involving AVHS SFR II LLC for $87 million (closed 2022-12-01).
“On December 1, 2022, the Company closed on the sale to AVHS SFR II LLC for a gross sale price of $87 million, including the assumption of the debt facility liability.”
Summit Midstream Partners, LP completed an acquisition involving Outrigger Energy II LLC and Sterling Investment Holdings LLC for $305 million (closed 2022-12-01).
“and processing systems, a crude oil gathering system, freshwater rights, and a subsurface freshwater delivery system in the DJ Basin for an aggregate cash consideration of $305 million, subject to customary post-closing adjustments. The Outrigger DJ and Sterling DJ consolidated asset portfolio is located in Weld, Morgan, and Logan Counties, Colorado and”
BOLLINGER INNOVATIONS, INC. completed an acquisition involving Electric Last Mile Solutions, Inc. and Electric Last Mile, Inc. for $105 million (closed 2022-11-30).
“On November 30, 2022, Mullen Automotive Inc. (the “Company”) completed its acquisition of certain assets of the Bankruptcy Estates of Electric Last Mile Solutions, Inc. and Electric Last Mile, Inc. in an all-cash purchase valued at $105 million, which includes the payment of monetary liabilities related to assumed contracts.”
UNIVERSAL TECHNICAL INSTITUTE INC completed an acquisition involving Concorde Career Colleges, Inc. for $50.0 million in cash (closed 2022-12-01).
“and online formats. Under the terms of the Purchase Agreement, UTI acquired of all of the issued and outstanding shares of capital stock of Concorde for a base purchase price of $50.0 million in cash, subject to certain customary adjustments as set forth in the Purchase Agreement. As a result of the transactions contemplated by the Purchase Agreement, Concorde is now”
FLAGSTAR BANK, NATIONAL ASSOCIATION completed an acquisition involving Flagstar Bancorp, Inc. (closed 2022-12-01).
“On December 1, 2022, before the opening of business, New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), completed its previously announced acquisition of Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”)”
MIDDLEFIELD BANC CORP completed an acquisition involving Liberty Bancshares, Inc. (closed 2022-12-01).
“On December 1, 2022, Middlefield Banc Corp. (the “Company”) completed its previously announced merger with Liberty Bancshares, Inc. (“Liberty”), pursuant to the Agreement and Plan of Merger, dated as of May 26, 2022, by and among the Company, MBCN Merger Subsidiary, LLC, a wholly owned subsidiary of the Company (“Merger Sub”) and Liberty (the “Merger Agreement”).”
NPK International Inc. completed a disposition involving Cimbar Resources, INC. for $48 million in cash (closed 2022-11-30).
“INC. (“Purchaser”) pursuant to an asset purchase agreement to which Excalibar and the Purchaser are parties dated as of October 19, 2022 (the “Agreement”). The sales price was $48 million in cash, adjusted by an amount equal to the excess or deficit, as applicable, in inventory value at closing based on a targeted amount of inventory value of $24.5 million.”
US BANCORP DE completed an acquisition involving Mitsubishi UFJ Financial Group, Inc. for $5.5 billion in cash, subject to certain customary adjustments, and 44,374,155 shares of common stock of the Company (closed 2022-12-01).
“Pursuant to the terms of the previously announced Share Purchase Agreement, dated as of September 21, 2021 (as amended by Amendment No. 1 to the Share Purchase Agreement, dated as of May 10, 2022, the “Purchase Agreement”) among the Company, Mitsubishi UFJ Financial Group, Inc. (“Seller Holdco”) and MUFG Americas Holdings Corporation, a wholly owned subsidiary of Seller Holdco (“Seller” and together with Seller Holdco, “Sellers”), the Company purchased from the Seller (the “Acquisition”) all the issued and outstanding shares of common stock of MUFG Union Bank, N.A., a national banking association (“Union Bank”), for a purchase price consisting of $5.5 billion in cash, subject to certain customary adjustments, and 44,374,155 shares of common stock of the Company (the “Stock Consideration”).”
Renovacor, Inc. completed an acquisition involving Rocket Pharmaceuticals, Inc. for 0.1763 shares of Rocket common stock per share of Renovacor common stock, with adjustments for net cash and treatment of options, warrants, and RSUs. (closed 2022-12-01).
“(“ Company Shares ”) outstanding immediately prior to the effective time of the First Merger (the “ First Effective Time ”) were canceled and converted into the right to receive 0.1763 fully paid and non-assessable shares of Parent common stock, $0.01 par value per share (“ Parent Shares ”), which was determined on the basis of an exchange formula set forth in”
Joby Aviation, Inc. completed an acquisition involving Frederick Electronics Corporation and Plantronics, Inc. for $25,500,000 (closed 2022-11-30).
“On November 30, 2022, Joby Aero, Inc., a wholly-owned subsidiary of Joby Aviation, Inc., (the “Company”) completed the previously disclosed purchase of certain real property, improvements and other assets (the “Property”) from Frederick Electronics Corporation, a Maryland corporation and Plantronics, Inc., a Delaware corporation (collectively, the “Seller”) for a purchase price of $25,500,000 (the “Purchase Price”).”
Akouos, Inc. underwent a change of control involving Eli Lilly and Company for $12.50 per Share in cash plus one non-tradable contingent value right per Share (closed 2022-12-01).
“”) to purchase all of the issued and outstanding shares (the “ Shares ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), in exchange for (a) $12.50 per Share, net to the stockholder in cash, without interest (the “ Cash Consideration ”) and less any applicable tax withholding, plus (b) one non-tradable contingent value right”
RENEWABLE INNOVATIONS, INC. completed an acquisition involving Renewable Innovations, Inc. for issuance of shares representing 93% ownership of the combined entity's fully-diluted capitalization (closed 2022-12-01).
“Aliksanyan received his Bachelor of Physics degree from New York University and an advanced degree in marketing from the Stern School of Business in New York. 6 represents a 93% ownership and voting interest based on our fully-diluted capitalization immediately following the Merger described in Item 1.01 above. Section 5 – Corporate Governance and”
AIRWA INC. completed a disposition involving PlaySight Interactive Ltd., Chen Shachar and Evgeni Khazanov for cash consideration of U.S. $2 million (closed 2022-11-27).
“under their employment agreements in the total amount of U.S. $600,000 (which would have been increased in December 2022 to U.S. $800,000); and (3) cash consideration of U.S. $2 million to be paid to the Company as follows: (i) a promissory note in the amount of U.S. $2 million issued and delivered to the Company (the “Promissory Note”). (ii) The maturity due”
Braemar Hotels & Resorts Inc. completed an acquisition involving SHR FSST, L.L.C. and DTRS FSST, L.L.C. for $267.8 million (closed 2022-12-01).
“Agreement”), by and among the Company, the Purchaser and with SHR FSST, L.L.C. and DTRS FSST, L.L.C. (collectively the “Seller”). The total consideration for the acquisition was $267.8 million (the “ Purchase Price ”), subject to customary pro-rations and adjustments. The Purchase Price was funded with existing cash on hand. --- EX-99.1 (EX-99.1) --- NEWS RELEASE”
APPLIED GENETIC TECHNOLOGIES CORP underwent a change of control involving Alliance Holdco Limited for $0.34 per share of Common Stock and one contingent value right per share (closed 2022-11-30).
“of the Company by the Parent through a tender offer (the “ Offer ”) by the Purchaser for all of the Company’s outstanding shares of common stock (“ Common Stock ”) for: (1) $0.34 per share of Common Stock, without interest and less any applicable withholding taxes (the “ Cash Consideration ”); and (2) one contingent value right (each a “ CVR ”) per share”
ROCKET PHARMACEUTICALS, INC. completed an acquisition involving Renovacor, Inc. (closed 2022-12-01).
“On December 1, 2022, pursuant to the terms of the Merger Agreement, (i) Merger Sub I merged with and into the Company (the “First Merger”) and (ii) the Company, as the surviving company of the First Merger, merged with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Mergers.”
WYNN RESORTS LTD completed a disposition involving Realty Income Corporation (through its wholly owned subsidiary MDC Encore Holdings, LLC) for $1,700,000,000 (closed 2022-12-01).
“The transactions contemplated by the Equity Purchase Agreement closed on December 1, 2022 (the “Closing Date”), as a result of which, among other things, Wynn MA and certain other subsidiaries of WRL (i) effected a transfer of certain real estate assets related to the Encore Boston Harbor integrated resort (such real estate assets, the “Property”) for $1,700,000,000”
FLAGSTAR BANCORP INC underwent a change of control involving New York Community Bancorp, Inc. for 4.0151 shares of NYCB Common Stock per share of Flagstar Common Stock (closed 2022-12-01).
“On December 1, 2022, before the opening of business and on the terms and subject to the conditions set forth in that certain Agreement and Plan of Merger, dated as of April 24, 2021 (the “Original Agreement”), by and among New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), 615 Corp., a Delaware corporation and a direct, wholly-owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”), as amended by Amendment No.”
Fintech Scion Ltd completed an acquisition involving Fintech Scion Limited and the shareholders of Fintech for 101,666,666 shares of common stock (closed 2022-11-30).
“”), the Company acquired all of the issued and outstanding ordinary shares of Fintech (the “ Fintech Shares ”) from the Fintech Shareholders in exchange for an aggregate of 101,666,666 shares of common stock of the Company (the “ Exchange Shares ”), with each Fintech Shareholder receiving a pro rata portion of the Exchange Shares based upon the total number”
PBF Logistics LP underwent a change of control involving PBF Energy Inc. for 0.270 of a share of PBF Energy Class A common stock and $9.25 in cash (closed 2022-11-30).
“the effective time of the Merger (the “Effective Time”), pursuant to the terms of the Merger Agreement, each PBFX Public Common Unit was converted into the right to receive: (i) 0.270 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy (the “PBF Energy Common Stock,” and such consideration, the “Stock Consideration”), (ii) $9.25 in”
PBF Energy Inc. completed an acquisition involving PBF Logistics LP (PBFX) for 0.270 of a share of Class A Common Stock and $9.25 in cash per PBFX Public Common Unit (closed 2022-11-30).
“the effective time of the Merger (the “Effective Time”), pursuant to the terms of the Merger Agreement, each PBFX Public Common Unit was converted into the right to receive: (i) 0.270 of a share of Class A Common Stock, par value $0.001 per share, of PBF Energy (the “PBF Energy Common Stock,” and such consideration, the “Stock Consideration”), (ii) $9.25 in”
Bionano Genomics, Inc. completed an acquisition involving Purigen Biosystems, Inc. for approximately $32.0 million in cash (closed 2022-11-30).
“the surviving corporation of the Merger and a wholly owned subsidiary of the Company. Pursuant to the Merger, the Company paid at closing upfront consideration of approximately $32.0 million in cash. The upfront consideration was subject to adjustment for, among other things, cash, unpaid indebtedness, unpaid transaction expenses and net working capital relative to”
Zovio Inc completed a disposition involving Simplilearn Americas, Inc. for $31 million in cash (closed 2022-11-23).
“the transaction contemplated thereby, the “Transaction”) pursuant to which the Company sold all of its right title and interest in Fullstack to Purchaser for a purchase price of $31 million in cash, which is subject to certain adjustments and a customary post-closing working capital adjustment as set forth in the Purchase Agreement. The adjustments result in”
Viatris Inc completed a disposition involving Biocon Biologics Limited for $3.335 billion on a cash-free, debt-free basis, consisting of (a) $2.0 billion in cash consideration at closing, subject to certain adjustments as set forth in (closed 2022-11-28).
“On November 29, 2022, Viatris Inc., a Delaware corporation (“ Viatris ”), announced that it closed the previously announced transaction with Biocon Biologics Limited, a public limited company incorporated under the India Companies Act, 2013 (“ Biocon Biologics ”), involving the transfer by Viatris of substantially all of its biosimilars portfolio (the “ Biosimilars Business ”) to Biocon Biologics and its subsidiaries (the “ Transaction ”) in exchange for consideration from Biocon Biologics and its subsidiaries of $3.335 billion on a cash-free, debt-free basis, consisting of (a) $2.0 billion in cash consideration at closing, subject to certain adjustments as set forth in the Transaction Agreement (as defined below), (b) a convertible preferred equity stake in Biocon Biologics initially representing 12.9% of the equity in Biocon Biologics (on a fully diluted basis), which the parties’ valued at $1 billion in the Transaction, (c) $160.0 million in future cash consideration, payable on the”
Eargo, Inc. underwent a change of control involving Patient Square Capital (closed 2022-11-29).
“subsidiaries, noteholders affiliated with Patient Square Capital (the “Noteholders”) and Drivetrain Agency Services, LLC, as administrative agent and collateral agent, an aggregate of approximately $105.5 million of senior secured convertible notes”
CEMTREX INC completed a disposition involving Saagar Govil for $895,000 comprised of: $75,000 in cash payable at Closing; and 5% royalty...; and $10,000 in cash payable at Closing; 5% royalty...; and $1,600,000 in SAFE (closed 2022-11-22).
“development services for startups to large enterprises. On November 22, 2022, the Company completed the above disposition for the following consideration; ● Cemtrex XR, Inc. ○ $895,000 comprised of: ■ $75,000 in cash payable at Closing; and ■ 5% royalty of all revenues on the Business to be paid 90 days after the end of each calendar year for the next three”
BIMI Holdings Inc. completed a disposition involving former owners of Zhuoda for 440,000 shares of the Company's common stock returned to the Company (closed 2022-11-23).
“Pursuant to the Agreement, the Company sold 100% of the equity interests in Zhuoda in consideration for the 440,000 shares of the Company’s common stock previously issued to the former owners of Zhouda, which purchase price was subject to post-closing payments based on performance in 2022 and 2023. The transaction closed effective November 23, 2022, when 100% of the equity interests in Zhuoda were transferred to the buyers and the 440,000 shares of the Company’s common stock were returned to the Company as the full consideration.”
Eline Entertainment Group, Inc. underwent a change of control involving Chi Ching Hung for $250,000 (closed 2022-11-25).
“control block of stock, 1 Convertible Series D Preferred Stock to Chi Ching Hung and the Company issued 250,000,000 shares of Restricted Common Stock for the purchase price of $250,000 (See Exhibit 10.2) rol block of stock, 1 Convertible Series D Preferred Stock to Chi Ching Hung and the Company issued 250,000,000 shares of Restricted Common Stock for the”
Broad Street Realty, Inc. completed an acquisition involving BSV Lamont Investors LLC (closed 2022-11-23).
“On November 23, 2022, a wholly owned subsidiary (“LSP Merger Sub”) of the Eagles Sub-OP merged with and into BSV Lamont Investors LLC (“BSV Lamont”) with BSV Lamont surviving as a subsidiary of the Eagles Sub-OP (the “LSP Merger”).”
Broad Street Realty, Inc. completed an acquisition involving BBL Current Owner, LLC for $118.7 million in cash, 448,180 Common OP Units and 1,851,820 Preferred OP Units (closed 2022-11-23).
“On November 23, 2022, a wholly owned subsidiary of the Eagles Sub-OP completed the previously announced acquisition of the mixed-use property in Williamsburg, Virginia known as Midtown Row (such property, “Midtown Row” and such acquisition, the “Midtown Row Acquisition”), for $118.7 million in cash, 448,180 Common OP Units and 1,851,820 Preferred OP Units.”
EUDA Health Holdings Ltd completed an acquisition involving Watermark Developments Limited (closed 2022-11-17).
“On November 17, 2022 (the "Closing Date" ), EUDA Health Holdings Limited, a British Virgin Islands business company (formerly known as 8i Acquisition 2 Corp.) (the "Company" ), consummated the previously announced business combination contemplated by the Share Purchase Agreement (the "SPA" ) between 8i Acquisition 2 Corp., a BVI business company ( "8i" ), EUDA Health Limited, a British Virgin Islands business company ( "EUDA" ), Watermark Developments Limited, a British Virgin Islands business company ( "Watermark" or the "Seller" ), and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022.”
Frazier Lifesciences Acquisition Corp underwent a change of control involving NewAmsterdam Pharma Company N.V. (closed 2022-11-22).
“The Merger was completed on November 22, 2022 and the Business Combination was completed on November 23, 2022 upon effectiveness of the Domestication.”
Grindr Inc. completed an acquisition involving Legacy Grindr (closed 2022-11-18).
“Upon Closing, the Company received approximately $105.1 million in gross cash proceeds”
Angel Oak Mortgage REIT, Inc. completed a disposition involving Purple Orchid Trust for $284.2 million (closed 2022-11-18).
“and net book value of approximately $343.4 million and approximately $349.7 million, respectively. The purchase price for the mortgage loans being acquired by the Buyer was $284.2 million and was calculated as equal to the sum of (A) the product of (i) the stated principal balance of each mortgage loan and (ii) the related purchase price percentage plus (B)”
ROPER TECHNOLOGIES INC completed a disposition involving CD&R Tree Delaware Holdings, L.P. for $828.75 million (closed 2022-11-22).
“to the pre-Closing restructuring of RIPIC TopCo in the aggregate amount of $1,775 million in cash. Pursuant to the Equity Purchase Agreement, Buyer paid a purchase price of $828.75 million to the Sellers in exchange for approximately 51% of the total outstanding equity of RIPIC TopCo at the Closing. In addition, the Sellers are entitled to an earnout payment from”
CONTINENTAL RESOURCES, INC underwent a change of control involving Omega Acquisition, Inc. for $74.28 per Share in cash, for an aggregate of approximately $4.2 billion (closed 2022-11-22).
“ecurities and Exchange Commission (the “SEC”) on October 17, 2022, Continental Resources, Inc., an Oklahoma corporation (“Continental” or the “Company”), entered into an Agreement and Plan of Merger, dated as of October 16, 2022 (the “Merger Agreement”), with Omega Acquisition, Inc., an Oklahoma corporation (“Merger Sub”), incorporated by Harold G.”
Business Warrior Corp completed an acquisition involving FluidFi, Inc. for $8.75 million.
“strengthens the Company’s core marketing and lending software while expanding the Company’s brand and services to meet global demand. The value of the deal at closing was $8.75 million with $2.25 million in cash and $5 million in preferred stock with a 7%, three-year cash dividend. In addition, $450,000 in restricted common stock will go to existing Alchemy”
iCap Vault 1, LLC completed an acquisition involving Patrick T. Files, Jr. and Jennifer S. Files for $6.0 million (closed 2022-07-26).
“purchase price for the Property payable to Seller by Purchaser (including the “Earnest Money Deposit” of $1.0 million payable on or around 10 days after the Effective Date) is $6.0 million (“Purchase Price”), which shall be paid in cash at closing and all of which shall be allocated to the Property, subject to prorations and adjustments as provided in the Purchase”
Zendesk, Inc. underwent a change of control involving Hellman & Friedman LLC and Permira Advisers LLC for $77.50 per share in cash (closed 2022-11-22).
“or comprising unexercised, unvested or unsettled Zendesk Stock Options and Zendesk RSU Awards (in each case, as defined below)) was converted into the right to receive $77.50 in cash, without interest (the “Merger Consideration”), subject to any required tax withholding as provided in the Merger Agreement. Pursuant to the Merger Agreement, as of the”
AERIE PHARMACEUTICALS INC underwent a change of control involving Alcon Research, LLC for $15.25 per Share in cash (closed 2022-11-21).
“Agreement ”), dated as of August 22, 2022, by and among the Company, Alcon Research, LLC, a Delaware limited liability company (“ Parent ”), and Lyon”
Athenex, Inc. completed a disposition involving Chongqing Comfort Pharmaceutical Inc. as assignee of TiHe Capital (Beijing) Co. Ltd. for RMB129.4 million, or approximately $18 million (closed 2022-11-16).
“On November 16, 2022, the Company completed the sale of its equity interests in its active pharmaceutical ingredient (“API”) manufacturing business in China to Chongqing Comfort Pharmaceutical Inc. as assignee of TiHe Capital (Beijing) Co. Ltd. (the “Buyer”) for an aggregate purchase price of RMB129.4 million, or approximately $18 million, pursuant to the Equity Purchase Agreement dated July 7, 2022 between the Company and the Buyer”
NEPHROS INC completed a disposition involving BWSI, LLC for BWSI made a nominal cash payment and assumed certain liabilities of the PDS Business from and after the date of Closing. Additionally, the Purchase Agreement pr (closed 2022-11-15).
“As previously disclosed, on October 4, 2022, Nephros, Inc. (the “Company”) entered into an Agreement for Purchase and Sale of Assets (the “Purchase Agreement”) with BWSI, LLC (“BWSI”), pursuant to which the Company agreed to sell, and BWSI agreed to purchase, substantially all of the assets relating to the Company’s Pathogen Detection Systems line of business (the “PDS Business”). The parties consummated the transactions contemplated by the Purchase Agreement at a closing conducted on November 15, 2022.”
WESTWOOD HOLDINGS GROUP INC completed an acquisition involving Salient Partners, L.P. for $35 million in cash, plus up to $25 million in contingent earn-out payments (closed 2022-11-18).
““ Seller ”). The purchase price paid by the Company at the closing (the “ Closing ”) of the transactions contemplated by the Purchase Agreement (the “ Salient Acquisition ”) was $35 million in cash, subject to certain customary adjustments, including adjustments for working capital and client consents. The Company funded the closing payment with cash on hand.”
Gold Flora Corp. completed an acquisition involving Coastal for approximately $28.3 million in cash and 25 million of the Company’s common shares, no par value (closed 2022-11-14).
“West Los Angeles, Stockton, Concord, and Vallejo, with two additional delivery depots. The total consideration for the acquisition of Coastal was comprised of approximately $28.3 million in cash and 25 million of the Company’s common shares, no par value (the “ Common Shares ”). Approximately $16.2 million of the cash consideration was previously advance to”
Triller Group Inc. completed an acquisition involving TAG Holdings Limited (closed 2022-11-14).
“On November 14, 2022, AGBA Acquisition Limited (“AGBA”), a British Virgin Islands’ corporation, consummated a series of transactions (the “Closing”) contemplated by the previously announced business combination agreement, dated as of November 3, 2021 (as amended on November 18, 2021, January 4, 2022, May 4, 2022, and October 21, 2022) (the “Business Combination Agreement”) by and among AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited (“TAG”) (the “Business Combination”)”
CHASE CORP completed an acquisition involving NuCera Solutions (closed 2022-09-01).
“On September 1, 2022, Chase Corporation (“Chase” or the “Company”) completed the acquisition of NuCera Solutions in accordance with the terms of the previously announced Stock Purchase Agreement by and among Chase, NuCera Holdings Inc. (“NuCera”), and NuCera Solutions Holdco LP, as seller.”
Scilex Holding Co underwent a change of control involving Legacy Scilex Holding Company for $1.5 billion (closed 2022-11-10).
“of options to purchase Legacy Scilex Common Stock outstanding as of immediately prior to the Effective Time. The “Merger Consideration” was calculated as the quotient of (i) $1.5 billion less Specified Indebtedness (as defined below) divided by (ii) $10.00. The term “Specified Indebtedness” means the aggregate amount owed by Legacy Scilex to Sorrento in respect”
MBG Holdings, Inc. completed an acquisition involving Multiband Global Resources, LLC for $100 (closed 2022-08-31).
“to MGBR or its designee the One Million (1,000,000) shares of Series A Preferred Stock of the Company; and (ii) in lieu thereof the Company will pay to MBGR or its designee $100 for the assets of MBGR acquired by the Company. Only the amended disclosure is included below. No other changes have been made to the Initial Form 8-K. e Company will pay to MBGR”
LZG INTERNATIONAL, INC. completed an acquisition involving Shareholders of Predictive Black Ltd (closed 2022-11-14).
“Pursuant to the Share Purchase Agreement, LZG has acquired, through its subsidiary FatBrain Acquisition, all the outstanding equity interests in PB Ltd from the Sellers, thereby becoming indirect owner of all of its assets and liabilities.”
TENNECO INC underwent a change of control involving Pegasus Holdings III, LLC for $20.00 per share in cash (closed 2022-11-17).
“shares to be cancelled pursuant to Section 2.1(b) of the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement), was converted into the right to receive $20.00 in cash, without interest (the “ Merger Consideration ”); • each outstanding award of Company cash-settled performance share units (each, a “ Cash-Settled PSU ”), whether vested”
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.