Sixth Street completes $5.1B acquisition of Enstar for $338/share; Enstar goes private

This filing

Pursuant to the terms of the Merger Agreement, at the Third Effective Time, the bye-laws of Parent Merger Sub became the bye-laws of the Company, except that references to the name "Elk Merger Sub Limited" were replaced with references to the name of the Company (such bye-laws, the “ Bye-Laws ”).

Comparable filing

the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.

This filing

Pursuant to the terms of the Merger Agreement, at the Third Effective Time, the bye-laws of Parent Merger Sub became the bye-laws of the Company, except that references to the name "Elk Merger Sub Limited" were replaced with references to the name of the Company (such bye-laws, the “ Bye-Laws ”).

Comparable filing

Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.

This filing

Pursuant to the terms of the Merger Agreement, at the Third Effective Time, the bye-laws of Parent Merger Sub became the bye-laws of the Company, except that references to the name "Elk Merger Sub Limited" were replaced with references to the name of the Company (such bye-laws, the “ Bye-Laws ”).

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

This filing

Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1 billion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain investment vehicles managed or advised by

Comparable filing

Time and (y) the Merger Consideration Value. Aggregate Merger Consideration The total aggregate consideration payable to Calavo shareholders in the Mergers was approximately 17,531,182 Mission Produce Shares and $265,922,425. The cash consideration was paid by Mission Produce using a combination of (a) available cash on hand and (b) third-party debt financing.

This filing

Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1 billion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain investment vehicles managed or advised by

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

This filing

Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1 billion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain investment vehicles managed or advised by

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

This filing

Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1 billion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain investment vehicles managed or advised by

Comparable filing

On May 12, 2026 (the “Closing Date”), as contemplated by the Merger Agreement, following the satisfaction of the closing conditions set forth in the Merger Agreement, the Company completed its business combination with RTB (the “Merger”).

This filing

Pursuant to the terms of the Merger Agreement, at the Third Effective Time, the bye-laws of Parent Merger Sub became the bye-laws of the Company, except that references to the name "Elk Merger Sub Limited" were replaced with references to the name of the Company (such bye-laws, the “ Bye-Laws ”).

Comparable filing

On May 20, 2026, the Equity Residential Board unanimously approved an amendment to Equity Residential’s Ninth Amended and Restated Bylaws (the “Bylaws Amendment”) to add a new Article XVI designating the Circuit Court for Baltimore City, Maryland or, if that court does not have jurisdiction, another state or federal court sitting in Maryland, as the exclusive forum for certain legal actions related to Equity Residential.