8-K filed May 16, 2024, 7:59 PM ET CIK 0000809248

M&A confidence high sentiment positive materiality 1.00

Carrols Restaurant Group completes $1.0B acquisition by Restaurant Brands International at $9.55/share

CARROLS RESTAURANT GROUP, INC.

All outstanding Carrols common shares converted to right to receive $9.55 per share in cash, total enterprise value ~$1.0B.
RBI will invest $500M to reimage over 600 Carrols restaurants, then refranchise majority over ~7 years.
RBI amended term loan B facility to $5.9B to fund acquisition and pay off Carrols' $290M 5.875% senior notes due 2029.
Carrols requested delisting from Nasdaq and intends to terminate registration under Exchange Act.

item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Machine-readable event card

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company_name: CARROLS RESTAURANT GROUP, INC.
filed_at: 2024-05-16T23:59:59+00:00
discovered_at: 2026-05-14T18:03:22.029786+00:00
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Source-grounded claims

70283fda096cc3c0ae949ab4fd6b5c8bedcd1d44

CARROLS RESTAURANT GROUP, INC.: At the Effective Time, the Amended and Restated Certificate of Incorporation was amended and restated in its entirety pursuant to the Merger Agreement.

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Amended and Restated Certificate of Incorporation as set forth in Exhibit A to the Merger Agreement.

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

a9eccf48ec5571b0d5a4a614460fe2b8ca6b4138

CARROLS RESTAURANT GROUP, INC. underwent a change of control involving Restaurant Brands International Inc. / BK Cheshire Corp for $9.55 per share in cash; total enterprise value approx. $1.0 billion (closed 2024-05-16).

or Merger Sub as of immediately prior to the Effective Time (the “ Owned Carrols Shares ”)) was cancelled and extinguished and automatically converted into the right to receive $9.55 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the

SEC 8-K Item 2.01/5.01 confidence 0.99 SEC evidence

0c393f16de8d179339047fde749f3607fb0036de

CARROLS RESTAURANT GROUP, INC. terminated Indenture with the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee valued at $290,093,000 (effective 2024-05-16).

On May 16, 2024, the Company deposited with the Trustee an amount of funds sufficient to redeem the Notes in accordance with the terms of the Indenture and to discharge the Indenture and immediately terminate each of the Company’s and the guarantors’ party thereto obligations under the Notes and the Indenture

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

11ba826badde17c5f5d9eddc60a662c5fb8e7f4f

CARROLS RESTAURANT GROUP, INC. terminated Credit Agreement with the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.

are satisfied and all guarantees provided by, and all other agreements of, the Company and its subsidiaries under the Credit Agreement are terminated

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction, material_agreement same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Amended and Restated Certificate of Incorporation as set forth in Exhibit A to the Merger Agreement.

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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.

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or Merger Sub as of immediately prior to the Effective Time (the “ Owned Carrols Shares ”)) was cancelled and extinguished and automatically converted into the right to receive $9.55 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the

Comparable filing

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

Filing page SEC filing

AMWD

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AMERICAN WOODMARK CORP May 28, 2026, 9:17 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

same fact type: governance_change, ma_transaction 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 similar materiality

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Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Amended and Restated Certificate of Incorporation as set forth in Exhibit A to the Merger Agreement.

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.

Filing page SEC filing

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Veris Residential, L.P. May 27, 2026, 4:44 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01

same fact type: governance_change, ma_transaction same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Certificate of Incorporation of the Company, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to be in the form of the Amended and Restated Certificate of Incorporation as set forth in Exhibit A to the Merger Agreement.

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.

Filing page SEC filing

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CALAVO GROWERS INC May 29, 2026, 6:01 AM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction 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

This filing

or Merger Sub as of immediately prior to the Effective Time (the “ Owned Carrols Shares ”)) was cancelled and extinguished and automatically converted into the right to receive $9.55 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the

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.

Filing page SEC filing

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OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

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

This filing

or Merger Sub as of immediately prior to the Effective Time (the “ Owned Carrols Shares ”)) was cancelled and extinguished and automatically converted into the right to receive $9.55 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the

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 ”).

Filing page SEC filing

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TIPTREE INC. May 29, 2026, 4:03 PM ET m_and_a Items 1.01, 2.01, 1.02, 8.01, 9.01

same fact type: ma_transaction same SEC item: 1.02, 2.01, 8.01, 9.01 same event type: m_and_a similar materiality

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or Merger Sub as of immediately prior to the Effective Time (the “ Owned Carrols Shares ”)) was cancelled and extinguished and automatically converted into the right to receive $9.55 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the

Comparable filing

on April 8, 2026, executed a joinder to the Merger Agreement to become a party thereto. Pursuant to the Merger Agreement, Purchaser acquired Fortegra for a purchase price of $1.65 billion in cash (subject to certain adjustments set forth in the Merger Agreement) by means of a merger of Merger Sub with and into Fortegra, with Fortegra surviving the Merger (the “

Filing page SEC filing

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MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3

MasterBrand, Inc. May 28, 2026, 9:11 AM ET m_and_a Items 2.01, 2.03, 5.02, 7.01, 9.01

same fact type: ma_transaction same SEC item: 2.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

or Merger Sub as of immediately prior to the Effective Time (the “ Owned Carrols Shares ”)) was cancelled and extinguished and automatically converted into the right to receive $9.55 in cash without interest and minus any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the

Comparable filing

Merger Consideration Pursuant to the Merger Agreement, at the Effective Time, each share of American Woodmark common stock outstanding was converted into the right to receive 5.150 shares of MasterBrand common stock (such ratio, the “Exchange Ratio”), plus cash in lieu of any fractional shares. Treatment of American Woodmark Equity Awards Pursuant to the

Filing page SEC filing

Source: SEC EDGAR

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