Mergers, acquisitions, and dispositions disclosed under 8-K Items 2.01/5.01.
DuPont de Nemours, Inc. completed a disposition involving Celanese Corporation for $11 billion in cash (closed 2022-11-01).
“DuPont (NYSE:DD) today completed the previously announced divestiture of the majority of its former Mobility & Materials segment (the “M&M Business” or the “M&M Divestiture”) to Celanese for a purchase price of $11 billion in cash, subject to customary transaction adjustments in accordance with the transaction agreement dated February 17, 2022.”
U.S. Lighting Group, Inc. completed an acquisition involving Paul Spivak (closed 2022-08-05).
“On August 5, 2022, the Company closed on the acquisition of all of the outstanding common stock of Mig Marine pursuant to the terms of the Agreement and Promissory Note as set forth in Item 2.01 (which discussion is incorporated by reference herein).”
Saker Aviation Services, Inc. completed a disposition involving Crosby Flying Services, LLC for $1.5 million (closed 2022-10-31).
“On October 31, 2022 (the “Closing Date”), FBO GCK closed the sale of the Assets to the Buyer and became subject to the Non-Compete, for an aggregate purchase price of $1.5 million, after certain closing adjustments.”
BOYD GAMING CORP completed an acquisition involving Pala Interactive LLC for total net cash consideration of $170 million (closed 2022-11-01).
“Boyd Gaming Corporation (NYSE: BYD) today announced that it has closed on its previously announced acquisition of Pala Interactive LLC and its subsidiaries for total net cash consideration of $170 million.”
Churchill Downs Inc completed an acquisition involving Peninsula Pacific Entertainment Intermediate Holdings LLC for $2.75 billion in cash (closed 2022-11-01).
“or Disposition of Assets On the Closing Date, pursuant to the Purchase Agreement, the Company completed the P2E Transaction. The Company paid an aggregate consideration of US$2.75 billion in cash in connection with the P2E Transaction, subject to customary adjustments for working capital, indebtedness and certain other adjustments as set forth in the Purchase”
ProFrac Holding Corp. completed an acquisition involving U.S. Well Services, Inc. for approximately $270 million (closed 2022-11-01).
“Material Relationship The value of the aggregate equity issued in connection with the Merger, based on the PFHC Common Stock 10-day VWAP as of October 31, 2022, is approximately $270 million. In addition, ProFrac is using cash to retire approximately $170 million of USWS debt, leaving approximately $35 million of various forms of equipment related financing”
Marpai, Inc. completed an acquisition involving Maestro Health, LLC (closed 2022-10-31).
“On October 31, 2022, Marpai, Inc. (the “Company”) consummated the previously announced acquisition (the “Acquisition”) of Maestro Health, LLC (“Maestro Health”), a Delaware limited liability company, pursuant to the terms of the Membership Interest Purchase Agreement executed by and among the Company, X.L. America, Inc., a Delaware corporation, Seaview Re Holdings Inc., a Delaware corporation, and AXA S.A., a French société anonyme.”
UPEXI, INC. completed a disposition involving Bloomios, Inc. and its wholly owned subsidiary Infused Confections LLC for Twenty-Three Million Five Hundred Thousand Dollars ($23,500,000) (closed 2022-10-26).
“to the Buyers (the “Transaction”). The base consideration paid by the Sellers to the Company in the transaction totals Twenty-Three Million Five Hundred Thousand Dollars ($23,500,000), subject to adjustment, and consists of: (i) Five Million Five Hundred Thousand Dollars ($5,500,000) paid at closing; (ii) a convertible secured subordinated promissory note”
Sprague Resources LP underwent a change of control involving Sparrow HP Holdings, LLC for $20.00 per Common Unit in cash (closed 2022-11-01).
“partner interest in the Partnership (the “ Common Units ”), other than the Common Units owned by Parent or its permitted transferees, was converted into the right to receive $20.00 per Common Unit in cash without any interest thereon (the “ Merger Consideration ”). At the Effective Time, approximately $133.8 million was paid as Merger Consideration. The”
Quanex Building Products CORP completed an acquisition involving LMI Custom Mixing, LLC for $92 million in cash, with $7.1 million of this amount funded by IG Systems into escrow substantially as security for the seller parties' indemnification obligat (closed 2022-11-01).
“agreed to assume certain liabilities relating to the Purchased Assets (collectively, the “Acquisition”). As consideration for the Purchased Assets, IG Systems agreed to pay LMI $92 million in cash, with $7.1 million of this amount funded by IG Systems into escrow substantially as security for the seller parties’ indemnification obligations. The purchase price is”
Celanese Corp completed an acquisition involving DuPont de Nemours, Inc. and one of its affiliates for $11,000,000,000 in cash (closed 2022-11-01).
“to the terms and conditions set forth in the Transaction Agreement, a majority of the Mobility and Materials business of DuPont (such acquired business, the “Business”) for $11,000,000,000 in cash, subject to customary transaction adjustments (the “Purchase Price”). On November 1, 2022, the Company and DuPont completed the acquisition in accordance with the”
XPO, Inc. completed a disposition involving RXO, Inc. for One share of RXO common stock for every one share of the company's common stock held as of October 20, 2022 (the Record Date) (closed 2022-11-01).
“This Current Report on Form 8-K is being filed in connection with the closing on November 1, 2022 at 12:01 a.m. Eastern Time of the previously announced separation (the “Separation”) of the tech-enabled brokered transportation platform of XPO Logistics, Inc. (“XPO” or the “company”) from the company’s less-than-truckload transportation segment and European transportation business. The Separation was effected by the transfer of the company’s North American truck brokerage business, as well as its services for managed transportation, last mile and freight forwarding, from the company to RXO, Inc. (“RXO”) and the distribution of all of the outstanding shares of RXO common stock to the company’s stockholders (the “Distribution”).”
Jefferies Group LLC underwent a change of control involving Jefferies Financial Group Inc. (closed 2022-11-01).
“On November 1, 2022, Jefferies Financial Group Inc., a New York corporation, NYSE:JEF (“Jefferies”), together with certain of its subsidiaries, including the registrant, Jefferies Group LLC, a Delaware limited liability company (the “Company”), consummated several internal reorganization transactions (the “Reorganization Transactions”), including: • the merger of the Company and Jefferies Group Capital Finance Inc., a Delaware corporation (“JGCF”), with and into Jefferies MergerSub Inc., a New York corporation and a wholly owned subsidiary of Jefferies, with MergerSub surviving and assuming all of the assets and liabilities of the Company and JGCF by operation of law; and • the merger of MergerSub with and into Jefferies, with Jefferies surviving and assuming all of the assets and liabilities of the Company, JGCF and MergerSub by operation of law.”
Crexendo, Inc. completed an acquisition involving Allegiant Networks, LLC (closed 2022-11-01).
“On November 1, 2022, Crexendo completed the acquisition referenced above.”
Cardio Diagnostics Holdings, Inc. underwent a change of control involving Cardio Diagnostics, Inc. (Legacy Cardio) (closed 2022-10-25).
“On October 25, 2022 (the “Closing Date”), as contemplated by the Business Combination Agreement and described in the section of the Proxy Statement/Prospectus entitled “Proposal No. 1 – The Business Combination Proposal” beginning on the page 70 of the Proxy Statement/Prospectus, Mana consummated the transactions contemplated by the Business Combination Agreement, whereby Merger Sub merged with and into Legacy Cardio, with Legacy Cardio continuing as the surviving corporation, resulting in Legacy Cardio becoming a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).”
Clarus Therapeutics Holdings, Inc. completed a disposition involving Tolmar for $7.25 million upfront (closed 2022-10-27).
“manufacture, package, promote, market, sell, distribute and otherwise commercialize JATENZO® and assume certain liabilities of Clarus and OpCo for a purchase price consisting of $7.25 million upfront, and contingent consideration payable for a three-year period consisting of (i) royalties in the amount of 6% of net sales of JATENZO® within the United States for net”
TWITTER, INC. underwent a change of control involving X Holdings I, Inc. for $54.20 per share in cash (closed 2022-10-27).
“issued and outstanding share of Twitter’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the right to receive $54.20 in cash, without interest (the “Merger Consideration”). er’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the”
Pzena Investment Management, Inc. underwent a change of control involving PIM, LLC for $9.60 per share in cash (closed 2022-10-31).
“share of Class A common stock, par value $0.01 per share, of the Company (each, a “ Class A Share ”), other than certain excluded shares, was converted into the right to receive $9.60 in cash, without interest (the “ Merger Consideration ”), and (2) each issued and outstanding share of Class B common stock, par value $0.000001 per share, of the Company (each, a”
BLOOMIOS, INC. completed an acquisition involving Upexi, Inc. for $23,500,000 (closed 2022-10-26).
“and the transfer of the Assets occurred on October 26, 2022 (the “Closing Date”). The purchase price of the LLC Interests was twenty-three million five hundred thousand dollars ($23,500,000) which consisted of cash consideration of five million five hundred thousand dollars ($5,500,000) and non-cash consideration of eighteen million dollars ($18,000,000). As further”
Granite Ridge Resources, Inc. underwent a change of control involving Executive Network Partnering Corporation and GREP Holdings, LLC for 130.0 million shares of Granite Ridge common stock (closed 2022-10-24).
“Existing GREP Members were issued 130.0 million shares of Granite Ridge common stock at the Closing.”
Provident Acquisition Corp. underwent a change of control involving Perfect Corp. (closed 2022-10-28).
“On October 28, 2022 (the “Closing Date”), pursuant to the Business Combination Agreement, (i) Merger Sub 1 merged with and into Provident (the “First Merger”), with Provident surviving the First Merger as a wholly-owned subsidiary of Perfect, and (ii) immediately after the consummation of the First Merger, Provident (as the surviving company of the First Merger) merged with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of Perfect (the “Business Combination”).”
White River Energy Corp. completed an acquisition involving White River Holdings Corp.
“The Original 8-K was filed in connection with the Company’s acquisition of 100% of the issued and outstanding capital stock of White River pursuant to the Share Exchange Agreement (the “Transaction”), as more particularly described in the Original 8-K.”
Earth Science Tech, Inc. underwent a change of control involving Giorgio R. Saumat (closed 2022-10-24).
“On or around October 24, 2022, and by virtue of the transactions contemplated in Item 1.01 above, Nickolas S. Tabraue and Mario G. Tabraue collectively cancelled 1,000,000 shares of Company Series B Preferred stock and the Company reissued said shares to Saumat as partial consideration under the Settlement Agreement whereby the Acquired Debt was cancelled. Based on the rights and preferences set forth in the Series B Certificate of Designation, the share assignment results in Saumat having a controlling vote with respect to all matters requiring a shareholder vote.”
Innoviva, Inc. completed a disposition involving Royalty Pharma Investments 2019 ICAV for an upfront cash payment of $281.9 million and a $50 million contingent sales-based milestone payment (closed 2022-07-20).
“On July 20, 2022, Innoviva TRC Holdings LLC (the “Seller”), a Delaware limited liability company and wholly-owned subsidiary of Innoviva, Inc. (the “Company”), completed the sale (the “Sale”) contemplated by the Equity Purchase Agreement (the “Purchase Agreement”) dated July 13, 2022, by and among the Company, the Seller and Royalty Pharma Investments 2019 ICAV (the “Buyer”), pursuant to which Seller agreed to sell its 750 Class A Units and 750 Class C Units of Theravance Respiratory Company, LLC (“TRC”) (the “Seller Equity”), representing all of the Seller’s 15% ownership in TRC, to the Buyer for an upfront cash payment of $281.9 million and a $50 million contingent sales-based milestone payment, on the terms and conditions set forth in the Purchase Agreement.”
Endurance Acquisition Corp. underwent a change of control involving SatixFy Communications Ltd. for each Class A ordinary share of Endurance was exchanged for one ordinary share of SatixFy and each outstanding warrant of Endurance was assumed by SatixFy (closed 2022-10-27).
“As previously disclosed in the Current Report on Form 8-K filed by Endurance Acquisition Corp., a Cayman Islands exempted company (“ Endurance ”), with the Securities and Exchange Commission (the “ SEC ”) on March 8, 2022, Endurance entered into a business combination agreement (as amended, supplemented or otherwise modified, the “ Business Combination Agreement ”) with SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“ SatixFy ”), and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy (“ Merger Sub ”). Pursuant to the Business Combination Agreement, on October 27, 2022, Merger Sub merged with and into Endurance (the “ Business Combination ”), with Endurance surviving the Business Combination as a wholly owned subsidiary of SatixFy (the “ Surviving Company ”).”
BOA Acquisition Corp. underwent a change of control involving Selina Hospitality PLC (closed 2022-10-27).
“Effective October 27, 2022, BOA Acquisition Corp. (“BOA”) completed its previously announced business combination (“Business Combination”) with Selina Hospitality PLC (“Selina”), where Samba Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Selina (“Merger Sub”) merged with and into BOA (the “Business Combination”), with BOA surviving the Business Combination as a wholly owned subsidiary of Selina”
Onfolio Holdings, Inc completed an acquisition involving Hoang Huu Thinh for $1,250,000 paid in cash at the closing and $40,000.00 paid via a promissory note (closed 2022-10-25).
“to sell to Onfolio, LLC the BWPS Business, all as more fully described in the Asset Purchase Agreement. The aggregate purchase price for the BWPS Business is as follows: (i) $1,250,000 paid in cash at the closing and $40,000.00 paid via a promissory note to be made by Onfolio, LLC payable to Thinh after the performance of certain obligations by Thinh and others”
Brigham Minerals, Inc. completed an acquisition involving Avant Royalties, LP, Avant Royalties II, LP and Avant Royalties II Sidecar Fund, LP for cash consideration of approximately $130,694,484 (closed 2022-10-21).
“Acquisition. Upon closing of the Midland Acquisition, pursuant to the terms of the Purchase Agreement, Brigham LLC delivered to the Sellers cash consideration of approximately $130,694,484, less and except $6,625,000 of cash consideration that was previously deposited in an escrow account for the benefit of the Sellers as a deposit in connection with the signing of”
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.