{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-065337","form_type":"8-K","ticker":null,"cik":"0001363829","company_name":"Enstar Group LTD","filed_at":"2025-07-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.819721+00:00","generated_at":"2026-05-18T09:35:44.306339+00:00","sec_items":["2.01","3.01","3.03","5.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Sixth Street completes $5.1B acquisition of Enstar for $338/share; Enstar goes private","bullets":["Cash consideration $338 per ordinary share; total equity value $5.1 billion.","Enstar ordinary shares delisted from Nasdaq; trading suspended effective July 2, 2025.","Company will file Form 25 to delist Series D and Series E preferred shares on or about July 14, 2025.","Board of directors resigned; new directors appointed including Joshua Easterly, Michael Muscolino, others.","Acquisition financed by Sixth Street, Liberty Strategic Capital, J.C. Flowers & Co., and other investors."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-065337","json":"https://secwatch.observer/filing/0001104659-25-065337.json","markdown":"https://secwatch.observer/filing/0001104659-25-065337.md","text":"https://secwatch.observer/filing/0001104659-25-065337.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/tm2519642d2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T09:35:44.306339+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"28f44fd4aec8448467a744194620fc1d60926ae0","claim":"Enstar Group LTD: The bye-laws of Parent Merger Sub became the bye-laws of the Company, with reference to 'Elk Merger Sub Limited' replaced by the Company's name.","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","confidence":0.9},{"claim_id":"4201b00d9a1ffeea33bf3dd7054ce897f8a7c095","claim":"Enstar Group LTD underwent a change of control involving Elk Bidco Limited (backed by affiliates of Sixth Street Partners, LLC) for $338.00 in cash per ordinary share, representing a total equity value of $5.1 billion (closed 2025-07-02).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-243155","ticker":"AMWD","company_name":"AMERICAN WOODMARK CORP","filed_at":"2026-05-28T13:17:49+00:00","headline":"American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243155","json":"https://secwatch.observer/filing/0001193125-26-243155.json","markdown":"https://secwatch.observer/filing/0001193125-26-243155.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/d50625d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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 ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm"}},{"accession":"0001104659-26-066981","ticker":null,"company_name":"Veris Residential, L.P.","filed_at":"2026-05-27T20:44:11+00:00","headline":"Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066981","json":"https://secwatch.observer/filing/0001104659-26-066981.json","markdown":"https://secwatch.observer/filing/0001104659-26-066981.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/924901/000110465926066981/tm2615596d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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 ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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 ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-246170","ticker":"CVGW","company_name":"CALAVO GROWERS INC","filed_at":"2026-05-29T10:01:19+00:00","headline":"Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-246170","json":"https://secwatch.observer/filing/0001193125-26-246170.json","markdown":"https://secwatch.observer/filing/0001193125-26-246170.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/d334380d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Time, a change in control of the Company occurred,\nand the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1\nbillion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain\ninvestment vehicles managed or advised by","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm"}},{"accession":"0001193125-26-251758","ticker":"OCFC","company_name":"OCEANFIRST FINANCIAL CORP","filed_at":"2026-06-01T21:19:28+00:00","headline":"OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus","event_type":"m_and_a","sec_items":["1.01","3.02","2.01","2.03","3.03","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.03, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Time, a change in control of the Company occurred,\nand the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1\nbillion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain\ninvestment vehicles managed or advised by","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"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 ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Time, a change in control of the Company occurred,\nand the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1\nbillion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain\ninvestment vehicles managed or advised by","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001185185-26-002057","ticker":"RVYL","company_name":"RYVYL Inc.","filed_at":"2026-05-21T20:05:41+00:00","headline":"RTB Digital (formerly Ryvyl) closes merger; issues 4.4M shares, names Heckman CEO","event_type":"m_and_a","sec_items":["2.01","3.02","5.01","5.02","5.03","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001185185-26-002057","json":"https://secwatch.observer/filing/0001185185-26-002057.json","markdown":"https://secwatch.observer/filing/0001185185-26-002057.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/0001185185-26-002057-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/rtb8k052126.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Time, a change in control of the Company occurred,\nand the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1\nbillion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain\ninvestment vehicles managed or advised by","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"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”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1419275/000118518526002057/0001185185-26-002057-index.htm"}},{"accession":"0001193125-26-233381","ticker":null,"company_name":"ERP OPERATING LTD PARTNERSHIP","filed_at":"2026-05-21T11:11:00+00:00","headline":"Equity Residential and AvalonBay announce all-stock merger-of-equals; exchange ratio 2.793","event_type":"m_and_a","sec_items":["1.01","5.02","5.03","7.01","8.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: governance_change","same SEC item: 5.02, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-233381","json":"https://secwatch.observer/filing/0001193125-26-233381.json","markdown":"https://secwatch.observer/filing/0001193125-26-233381.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/931182/000119312526233381/0001193125-26-233381-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/906107/000119312526233381/d228019d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"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 ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1363829/000110465925065337/0001104659-25-065337-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/931182/000119312526233381/0001193125-26-233381-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}