{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-25-045482","form_type":"8-K","ticker":null,"cik":"0000066756","company_name":"ALLETE INC","filed_at":"2025-12-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:41.915756+00:00","generated_at":"2026-05-16T13:17:10.354088+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"ALLETE completes acquisition by CPP Investments and GIP for $67.00 per share in cash","bullets":["Shareholders to receive $67.00 per share in cash shortly after closing; delisted from NYSE.","CPP Investments and GIP commit ~$200M in benefits including one-year rate freeze, $50M rate credits.","ALLETE remains locally managed in Duluth, MN with current leadership; board to be majority independent with regional members.","Stub period dividend of $0.008 per share declared for holders who receive merger consideration, payable 5 business days after closing.","All directors except Goldfarb, Nestegard, Nick, Owen resigned at closing; new board includes 14 members."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-25-045482","json":"https://secwatch.observer/filing/0001140361-25-045482.json","markdown":"https://secwatch.observer/filing/0001140361-25-045482.md","text":"https://secwatch.observer/filing/0001140361-25-045482.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/ef20060780_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T13:17:10.354088+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":"024e58c64e2eede3d8341359bf5fd4961058d6a6","claim":"ALLETE INC received a nyse delisting notice notice regarding other.","evidence_excerpt":"December 15, 2025 SECTION 3 – SECURITIES AND TRADING MARKETS Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-index.htm","confidence":0.6},{"claim_id":"d04d088f9da969ce634da6f84c02befb9cb9f80a","claim":"ALLETE INC: Amended and restated bylaws in their entirety in connection with merger.","evidence_excerpt":"In accordance with the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-index.htm","confidence":0.9},{"claim_id":"db023471f033756e77a82f98320bb89c386267d1","claim":"ALLETE INC: Amended and restated articles of incorporation in their entirety in connection with merger.","evidence_excerpt":"In accordance with the terms of the Merger Agreement, at the Effective Time, the Amended and Restated Articles of Incorporation of the Company were amended and restated in their entirety","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-index.htm","confidence":0.9},{"claim_id":"f4ec16dfe495f4588f2b028046e8f7a1aece0eba","claim":"ALLETE INC underwent a change of control involving Canada Pension Plan Investment Board (CPP Investments) and Global Infrastructure Partners (GIP) for $67.00 per share in cash (closed 2025-12-15).","evidence_excerpt":"rights under Minnesota law in respect of such shares and any shares of Common Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock unit with respect to Common Stock subject to time-based vesting","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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","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":"In accordance with the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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":"0001193125-26-251758","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":"rights under Minnesota law in respect of such shares and any shares of Common\n Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock\n unit with respect to Common Stock subject to time-based vesting","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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":"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","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/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":"rights under Minnesota law in respect of such shares and any shares of Common\n Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock\n unit with respect to Common Stock subject to time-based vesting","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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","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/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":"rights under Minnesota law in respect of such shares and any shares of Common\n Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock\n unit with respect to Common Stock subject to time-based vesting","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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":"0001193125-26-251741","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":"rights under Minnesota law in respect of such shares and any shares of Common\n Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock\n unit with respect to Common Stock subject to time-based vesting","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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":"0001628280-26-032558","ticker":"APAD","company_name":"Enhanced Group Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"Enhanced Group completes de-SPAC merger with Enhanced Ltd; redemptions of $201.7M","event_type":"m_and_a","sec_items":["1.01","2.01","5.06","3.02","9.01","4.01","3.01","3.03","5.01","5.02","5.03","5.05","7.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01","same event type: m_and_a"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-032558","json":"https://secwatch.observer/filing/0001628280-26-032558.json","markdown":"https://secwatch.observer/filing/0001628280-26-032558.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/apadu-20260506.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"In accordance with the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company were amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-index.htm","comparable_excerpt":"As a result of the Business Combination, the Company ceased being a shell company","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1956439/000162828026032558/0001628280-26-032558-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"rights under Minnesota law in respect of such shares and any shares of Common\n Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock\n unit with respect to Common Stock subject to time-based vesting","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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/923139/000119312526251765/0001193125-26-251765-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","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"],"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":"rights under Minnesota law in respect of such shares and any shares of Common\n Stock held by an affiliate of Parent) was cancelled and converted into the right to receive $67.00 in cash, without interest (the “Merger Consideration”). In addition, at the Effective Time, each restricted stock\n unit with respect to Common Stock subject to time-based vesting","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/66756/000114036125045482/0001140361-25-045482-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"}