--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-162954" form_type: "8-K" ticker: "BENF" cik: "0001775734" company_name: "Beneficient" filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T05:09:09.847173+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Beneficient completes business combination with Avalon; shares to trade under BENF on Nasdaq ## Summary - Avalon Merger closed June 7; each Avalon share converted into 1 share of BENF Class A common + 1 share of Series A preferred. - Post-combination: ~188.7M Class A, ~19.1M Class B (10 votes/share), ~2.8M Series A preferred, ~23.8M warrants outstanding. - Class B common convertible 1:1 into Class A at holder's election; holders elect at least 5 directors. - Legacy holders subject to lock-up (6 months or $18 price target for 20/30 days); certain B-1/B-2 units have 1-year lock-up. - Credit agreement amendments allowed Transactions; Beneficient becomes 'Parent' under the credit agreements. ## SEC filing metadata - accession: 0001193125-23-162954 - form_type: 8-K - ticker: BENF - cik: 0001775734 - company_name: Beneficient - filed_at: 2023-06-08T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 3.03, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/d504781d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-162954 - JSON: https://secwatch.observer/filing/0001193125-23-162954.json - Plain text: https://secwatch.observer/filing/0001193125-23-162954.txt ## Key facts - Executive change James G. Silk was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Peter T. Cangany, Jr. was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Emily B. Hill was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Derek L. Fletcher was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Dennis P. Lockhart was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Richard W. Fisher was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Thomas O. Hicks was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Brad K. Heppner was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Brad K. Heppner was appointed as Chairman of the Board at Beneficient. - Action: appointed - Role: Chairman of the Board source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Executive change Bruce W. Schnitzer was appointed as Director at Beneficient. - Action: appointed - Role: Director source text: In connection with the Closing, Brad K. Heppner, Thomas O. Hicks, Richard W. Fisher, Bruce W. Schnitzer, Peter T. Cangany, Jr., Emily B. Hill, Dennis P. Lockhart, James G. Silk and Derek L. Fletcher were appointed to the Company’s Board of Directors, and Brad K. Heppner was appointed as chairman of the Board of Directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Governance Changes Beneficient: Adopted new articles of incorporation, certificate of designation for Series A preferred stock, and bylaws in connection with the Conversion. - Change: fiscal year change source text: Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Conversion, the Company adopted articles of incorporation (“Articles of Incorporation”), a certificate of designation for the Beneficient Series A preferred stock (“Certificate of Designation”) and bylaws (“Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Material Agreements Beneficient amended Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement with HCLP Nominees L.L.C. (effective 2023-06-05). - Action: amendment - Agreement: credit facility - Counterparty: HCLP Nominees L.L.C. - Effective: 2023-06-05 source text: On June 5, 2023, Beneficient Company Holdings, L.P., a Delaware limited partnership and wholly-owned subsidiary of the Company (“BCH”), entered into (a) that certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement (the “First Lien Amendment”), which amended the Second Amended and Restated Credit Agreement dated as of August 13, 2020, among BCH, HCLP Nominees L.L.C., a Delaware limited liability company (“HCLP”) and the other parties thereto evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm - Material Agreements Beneficient amended Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement with HCLP Nominees L.L.C. (effective 2023-06-05). - Action: amendment - Agreement: credit facility - Counterparty: HCLP Nominees L.L.C. - Effective: 2023-06-05 source text: and (b) that certain Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (the “Second Lien Amendment,” and together with the First Lien Amendment, the “Amendments”), which amended the Second Amended and Restated Second Lien Credit Agreement dated as of August 13, 2020 among BCH, HCLP and the other parties thereto evidence_url: https://www.sec.gov/Archives/edgar/data/1775734/000119312523162954/0001193125-23-162954-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.