{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-26-013880","form_type":"8-K","ticker":null,"cik":"0001012477","company_name":"AVADEL PHARMACEUTICALS PLC","filed_at":"2026-02-12T23:59:59+00:00","discovered_at":"2026-05-14T18:02:34.395950+00:00","generated_at":"2026-05-16T02:54:05.105028+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Alkermes completes acquisition of Avadel for $21.00 cash + CVR; Avadel delisted from Nasdaq","bullets":["Alkermes acquired Avadel for $21.00 per share in cash plus one CVR (potential $1.50 per share).","Avadel shareholders to receive Total Consideration; trading halted Feb 11, delisting from Nasdaq.","Avadel terminated ATM agreement with Jefferies and prepaid ~$60.25M to terminate RTW royalty obligations.","Alkermes financed with ~$750M cash and $1.525B term loans due 2031; expects accretion in 2026.","CEO Gregory J. Divis, CFO Thomas S. McHugh, COO Susan Rodriguez, GC Jerad G. Seurer, and all directors departed."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-013880","json":"https://secwatch.observer/filing/0001104659-26-013880.json","markdown":"https://secwatch.observer/filing/0001104659-26-013880.md","text":"https://secwatch.observer/filing/0001104659-26-013880.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/tm265930d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T02:54:05.105028+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":"33b0d0b3bfebb7e4235d323ce0a2cc4bad78b241","claim":"AVADEL PHARMACEUTICALS PLC: Memorandum and Articles of Association were amended effective as of the Effective Time in connection with the Transaction Agreement and Scheme.","evidence_excerpt":"the Memorandum and Articles of Association of the Company were amended","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","confidence":0.9},{"claim_id":"87ec5ab717ce2cf816709ec3ef8d05a30c62fcaa","claim":"AVADEL PHARMACEUTICALS PLC underwent a change of control involving Alkermes plc for $21.00 in cash and one non-transferable contingent value right (closed 2026-02-12).","evidence_excerpt":"Shares outstanding as of 11:59 p.m., New York City time, on February 11, 2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash Consideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel Share, in each case in accordance with the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","confidence":0.9},{"claim_id":"0c65fb0a74fd67fdf0a43bec0ae1c0585a483472","claim":"AVADEL PHARMACEUTICALS PLC terminated Open Market Sale Agreement SM with Jefferies LLC (effective 2026-02-12).","evidence_excerpt":"Effective as of February 12, 2026, in connection with the Acquisition (as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the Open Market Sale Agreement SM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market” offering program under which the Company could sell, from time to time, its ordinary shares.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","confidence":0.9},{"claim_id":"bc982c1ea5b78b082a9f81b99036380fa4bf1cfa","claim":"AVADEL PHARMACEUTICALS PLC terminated Royalty Purchase Agreement with RTW Royalty II DAC valued at approximately $60,246,950 (effective 2026-02-12).","evidence_excerpt":"On February 12, 2026, in connection with the Acquisition, Avadel exercised its option to prepay RTW Royalty II DAC (“RTW”) approximately $60,246,950 to terminate existing royalty payments and obligations pursuant to the Purchase and Sale Agreement, dated March 29, 2023, by and between Avadel, Avadel CNS Pharmaceuticals, LLC and RTW (the “Royalty Purchase Agreement”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","confidence":0.9}],"comparable_filings":[{"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, material_agreement","same SEC item: 3.03, 5.01, 5.02, 5.03, 7.01, 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":"the Memorandum and Articles of Association of the Company were amended","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-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":"0001193125-26-251741","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, material_agreement","same SEC item: 1.02, 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":"Shares outstanding as of 11:59 p.m., New York City time, on February 11,\n2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash\nConsideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel\nShare, in each case in accordance with the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-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":"0001140361-26-020064","ticker":"CTLP","company_name":"CANTALOUPE, INC.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/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, material_agreement","same SEC item: 1.02, 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/0001140361-26-020064","json":"https://secwatch.observer/filing/0001140361-26-020064.json","markdown":"https://secwatch.observer/filing/0001140361-26-020064.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/ef20072798_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Shares outstanding as of 11:59 p.m., New York City time, on February 11,\n2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash\nConsideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel\nShare, in each case in accordance with the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","comparable_excerpt":"Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no\n consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/896429/000114036126020064/0001140361-26-020064-index.htm"}},{"accession":"0001104659-26-057278","ticker":"CTRA","company_name":"Coterra Energy Inc.","filed_at":"2026-05-07T23:59:59+00:00","headline":"Coterra Energy completes merger with Devon; shares converted at 0.70x ratio","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, material_agreement","same SEC item: 1.02, 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/0001104659-26-057278","json":"https://secwatch.observer/filing/0001104659-26-057278.json","markdown":"https://secwatch.observer/filing/0001104659-26-057278.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/tm2613882d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Shares outstanding as of 11:59 p.m., New York City time, on February 11,\n2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash\nConsideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel\nShare, in each case in accordance with the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","comparable_excerpt":"ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/858470/000110465926057278/0001104659-26-057278-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, 7.01, 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":"Shares outstanding as of 11:59 p.m., New York City time, on February 11,\n2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash\nConsideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel\nShare, in each case in accordance with the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-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":"0001193125-26-215652","ticker":"EEX","company_name":"Emerald Holding, Inc.","filed_at":"2026-05-11T23:59:59+00:00","headline":"Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex","event_type":"m_and_a","sec_items":["1.01","5.07","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-215652","json":"https://secwatch.observer/filing/0001193125-26-215652.json","markdown":"https://secwatch.observer/filing/0001193125-26-215652.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/d22741d8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"Effective as of February 12, 2026, in connection with the Acquisition (as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the Open Market Sale Agreement SM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market” offering program under which the Company could sell, from time to time, its ordinary shares.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","comparable_excerpt":"On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1579214/000119312526215652/0001193125-26-215652-index.htm"}},{"accession":"0001104659-26-057533","ticker":"TWO","company_name":"TWO HARBORS INVESTMENT CORP.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal","event_type":"m_and_a","sec_items":["1.01","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: material_agreement","same SEC item: 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-057533","json":"https://secwatch.observer/filing/0001104659-26-057533.json","markdown":"https://secwatch.observer/filing/0001104659-26-057533.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/tm2612985d12_8k.htm"},"side_by_side_evidence":{"fact_type":"material_agreement","source_excerpt":"Effective as of February 12, 2026, in connection with the Acquisition (as defined below), Avadel Pharmaceuticals plc (“Avadel” or the “Company”) exercised its right to terminate the Open Market Sale Agreement SM , dated May 8, 2024, by and between Avadel and Jefferies LLC, with respect to an “at-the-market” offering program under which the Company could sell, from time to time, its ordinary shares.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","comparable_excerpt":"On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1465740/000110465926057533/0001104659-26-057533-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction, material_agreement","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"Shares outstanding as of 11:59 p.m., New York City time, on February 11,\n2026, the business day prior to the occurrence of the Effective Time, became entitled to receive (i) $21.00 in cash (the “Cash\nConsideration”) for each Avadel Share and (ii) one non-transferable contingent value right (a “CVR”) for each Avadel\nShare, in each case in accordance with the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1012477/000110465926013880/0001104659-26-013880-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}