{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-24-026400","form_type":"8-K","ticker":null,"cik":"0000809248","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","generated_at":"2026-06-01T22:13:15.878622+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Carrols Restaurant Group completes $1.0B acquisition by Restaurant Brands International at $9.55/share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-24-026400","json":"https://secwatch.observer/filing/0001140361-24-026400.json","markdown":"https://secwatch.observer/filing/0001140361-24-026400.md","text":"https://secwatch.observer/filing/0001140361-24-026400.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/ny20029141x10_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T22:13:15.878622+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":"70283fda096cc3c0ae949ab4fd6b5c8bedcd1d44","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}]},{"claim_id":"a9eccf48ec5571b0d5a4a614460fe2b8ca6b4138","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm","confidence":0.99,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Restaurant Brands International Inc. / BK Cheshire Corp"},{"label":"Consideration","value":"$9.55 per share in cash; total enterprise value approx. $1.0 billion"},{"label":"Closing","value":"2024-05-16"}]},{"claim_id":"0c393f16de8d179339047fde749f3607fb0036de","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee"},{"label":"Value","value":"$290,093,000"},{"label":"Effective","value":"2024-05-16"}]},{"claim_id":"11ba826badde17c5f5d9eddc60a662c5fb8e7f4f","claim":"CARROLS RESTAURANT GROUP, INC. terminated Credit Agreement with the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent.","evidence_excerpt":"are satisfied and all guarantees provided by, and all other agreements of, the Company and its subsidiaries under the Credit Agreement are terminated","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent"}]}],"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, 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 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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-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":"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\n any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-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":"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: 1.02, 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 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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-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: 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"],"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 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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-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":"0001193125-26-246170","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: 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/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":"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\n any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-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":"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\n any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-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":"0001393726-26-000034","ticker":"TIPT","company_name":"TIPTREE INC.","filed_at":"2026-05-29T20:03:28+00:00","headline":"Tiptree completes $1.65B sale of Fortegra to DB Insurance, receives ~$1.08B proceeds","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","8.01","9.01"],"materiality_score":0.95,"calibrated_materiality_score":0.95,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001393726-26-000034","json":"https://secwatch.observer/filing/0001393726-26-000034.json","markdown":"https://secwatch.observer/filing/0001393726-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/0001393726-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/tipt-20260529.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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\n any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm","comparable_excerpt":"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 “","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1393726/000139372626000034/0001393726-26-000034-index.htm"}},{"accession":"0001193125-26-243139","ticker":"MBC","company_name":"MasterBrand, Inc.","filed_at":"2026-05-28T13:11:57+00:00","headline":"MasterBrand completes all-stock merger with American Woodmark; expects $90M annual cost synergies by year 3","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","7.01","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243139","json":"https://secwatch.observer/filing/0001193125-26-243139.json","markdown":"https://secwatch.observer/filing/0001193125-26-243139.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/d104287d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"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\n any applicable withholding taxes (the “ Merger Consideration ” ); • each Owned Carrols Share outstanding as of immediately prior to the","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/809248/000114036124026400/0001140361-24-026400-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}