secwatch / observer
8-K filed May 13, 2024, 7:59 PM ET CIK 0001823575
M&A confidence high sentiment neutral materiality 1.00

ZeroFox completes acquisition by Haveli Investments for $1.14/share; delisted from Nasdaq

ZeroFox Holdings, Inc.

item 1.01item 1.02item 2.01item 2.03item 3.01item 3.03item 5.01item 5.02item 5.03item 8.01item 9.01

Machine-readable event card

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ZeroFox Holdings, Inc.
filed_at
2024-05-13T23:59:59+00:00
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JSON Markdown Plain text

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

James C. Foster

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Departed

Samskriti King

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Departed

Thomas F. Kelly

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Departed

Paul Hooper

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Appointed

Ian Loring

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company.
Departed

Brian Sheth

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company
Appointed

Brian Sheth

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company.
Departed

Adam Gerchen

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Appointed

Kevin T. Reardon

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster and Kevin T. Reardon were appointed as the directors of the Company.
Departed

Teresa H. Shea

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Departed

Barbara Stewart

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Departed

Todd P. Headley

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.
Appointed

James C. Foster

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
James C. Foster and Kevin T. Reardon were appointed as the directors of the Company.
Departed

Ian Loring

Director
ZeroFox Holdings, Inc.
Filed
May 13, 2024, 7:59 PM ET
Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company

Source-grounded claims

fc3ba6746979762d8004e08de4a7d9c331459385

ZeroFox Holdings, Inc. incurred credit facility of $120,000,000 initial term loan and $10,000,000 revolving credit facility with Monroe Capital Management Advisors, LLC maturing sixth anniversary of the Closing Date.

The Credit Agreement provides for extensions of credit in the form of (i) initial term loans to Parent in an aggregate principal amount of $120,000,000 (the “Initial Term Loan”) and (ii) revolving credit loans made available to the Parent at any time and from time to time (prior to the sixth anniversary of the Closing Date, or if such date is not a business day, the immediately preceding business day) in an aggregate principal amount at any time outstanding not in excess of $10,000,000 (including letters of credit outstanding at the time).

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

02815e2273

James C. Foster resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

0b8f3e44b6

Samskriti King resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

2ce82b2b3c

Thomas F. Kelly resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

41499b7720

Paul Hooper resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

5accdd77d1

Ian Loring was appointed as Director at ZeroFox Holdings, Inc..

At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

7e97bf2bfd

Brian Sheth departed as Director at ZeroFox Holdings, Inc..

Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

82db80f5ec

Brian Sheth was appointed as Director at ZeroFox Holdings, Inc..

At the Effective Time, in accordance with the Merger Agreement, Brian Sheth and Ian Loring, the directors of Merger Sub immediately prior to the Effective Time, were appointed as directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

99adeb46bf

Adam Gerchen resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

a6cbfc4db0

Kevin T. Reardon was appointed as Director at ZeroFox Holdings, Inc..

James C. Foster and Kevin T. Reardon were appointed as the directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

aaac74ffde

Teresa H. Shea resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

cd41df6535

Barbara Stewart resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

d5157b4439

Todd P. Headley resigned as Director at ZeroFox Holdings, Inc..

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

e3f15645a8

James C. Foster was appointed as Director at ZeroFox Holdings, Inc..

James C. Foster and Kevin T. Reardon were appointed as the directors of the Company.

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

ecf611c759

Ian Loring departed as Director at ZeroFox Holdings, Inc..

Immediately following the Effective Time, Brian Sheth and Ian Loring ceased to be directors of the Company

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

049bd67281d5a59defdea0af64d7f63a4714d833

ZeroFox Holdings, Inc.: Certificate of incorporation amended and restated.

upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

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

2d638ec18387e3420f6600ee84b9d361be7c786e

ZeroFox Holdings, Inc.: Bylaws amended and restated.

upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

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

006a8dcd499e3e9422c5a165fe9f062c6bda741e

ZeroFox Holdings, Inc. underwent a change of control involving ZI Intermediate II, Inc. for total equity value of the transaction was approximately $162.1 million (closed 2024-05-13).

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total equity value of the transaction was approximately $162.1 million.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

26da4786449edae47c1051ee4deb08b9e2a0eebb

ZeroFox Holdings, Inc. terminated Note Repurchase Agreements with Noteholders valued at The Company repurchased approximately $174.4 million aggregate payoff amount of Notes, constituting (effective 2024-05-13).

Concurrently with the closing of the Merger, in accordance with the terms of the Note Repurchase Agreements, the Company repurchased approximately $174.4 million aggregate payoff amount of Notes (including accrued and unpaid interest through the closing date under the Credit Agreement) from the Noteholders, constituting payment in full and cancellation of the Notes.

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

7fa67973a978f7f8c0b7aa912ae29ec12de2bde1

ZeroFox Holdings, Inc. entered into Credit Agreement with Monroe Capital Management Advisors, LLC valued at $120,000,000 initial term loan and $10,000,000 revolving credit facility (effective 2024-05-13).

On May 13, 2024, in connection with the Merger, ZI Intermediate I, Inc., a Delaware corporation (“Holdings”), Parent, entered into a credit agreement (the “Credit Agreement”) with Monroe Capital Management Advisors, LLC, as the administrative agent, the collateral agent, and the letter of credit issuer, and certain lenders party thereto.

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

fbce26576f21be6ae2d0a12d3a280c3b86918590

ZeroFox Holdings, Inc. terminated Loan and Security Agreement with Stifel Bank valued at The Company terminated the Loan and Security Agreement and repaid all advances and other obligations (effective 2024-05-13).

Concurrently with the closing of the Merger, the Company terminated that certain Loan and Security Agreement, dated January 7, 2021, as amended or supplemented from time to time, by and among the Company, the other loan parties thereto and Stifel Bank and concurrently repaid all advances and other obligations outstanding thereunder.

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

Comparable filings

Enviri II Corp

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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: debt_financing, governance_change, ma_transaction, material_agreement same SEC item: 1.01, 2.03, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

The Credit Agreement provides for extensions of credit in the form of (i) initial term loans to Parent in an aggregate principal amount of $120,000,000 (the “Initial Term Loan”) and (ii) revolving credit loans made available to the Parent at any time and from time to time (prior to the sixth anniversary of the Closing Date, or if such date is not a business day, the immediately preceding business day) in an aggregate principal amount at any time outstanding not in excess of $10,000,000 (including letters of credit outstanding at the time).

Comparable filing

The Credit Agreement provides for (i) a revolving credit facility in an aggregate principal amount of $152.0 million (such facility, the “Revolving Credit Facility”)

Filing page SEC filing

OCFC

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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: debt_financing, executive_change, ma_transaction same SEC item: 1.01, 2.01, 2.03, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

The Credit Agreement provides for extensions of credit in the form of (i) initial term loans to Parent in an aggregate principal amount of $120,000,000 (the “Initial Term Loan”) and (ii) revolving credit loans made available to the Parent at any time and from time to time (prior to the sixth anniversary of the Closing Date, or if such date is not a business day, the immediately preceding business day) in an aggregate principal amount at any time outstanding not in excess of $10,000,000 (including letters of credit outstanding at the time).

Comparable filing

$65,000,000 in aggregate principal amount of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2032

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

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

This filing

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total equity value of the transaction was approximately $162.1 million.

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

CVGW

Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share

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: executive_change, 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

James C. Foster, Adam Gerchen, Todd P. Headley, Paul Hooper, Thomas F. Kelly, Samskriti King, Teresa H. Shea, and Barbara Stewart each resigned from the Board and from any and all committees of the Board on which they served and ceased to be directors of the Company.

Comparable filing

B. John Lindeman, Farha Aslam, Marc L. Brown, Michael DiGregorio, Steven Hollister, Kathleen M. Holmgren, J. Link Leavens, and Adriana Mendizabal tendered their resignations as members of the board of directors of Calavo and from all committees of the board on which they formerly served, effective as of the First Effective Time.

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

This filing

upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

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

Veris Residential, L.P.

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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

upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety

Comparable filing

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Filing page SEC filing

MBC

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: debt_financing, executive_change, ma_transaction same SEC item: 2.01, 2.03, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

The Credit Agreement provides for extensions of credit in the form of (i) initial term loans to Parent in an aggregate principal amount of $120,000,000 (the “Initial Term Loan”) and (ii) revolving credit loans made available to the Parent at any time and from time to time (prior to the sixth anniversary of the Closing Date, or if such date is not a business day, the immediately preceding business day) in an aggregate principal amount at any time outstanding not in excess of $10,000,000 (including letters of credit outstanding at the time).

Comparable filing

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Filing page SEC filing

TIPT

Tiptree completes $1.65B sale of Fortegra to DB Insurance, receives ~$1.08B proceeds

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: 1.01, 1.02, 2.01, 8.01, 9.01 same event type: m_and_a similar materiality

This filing

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly-owned subsidiary of Parent. The total equity value of the transaction was approximately $162.1 million.

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

Source: SEC EDGAR
accession 0001193125-24-136801
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