{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-136801","form_type":"8-K","ticker":null,"cik":"0001823575","company_name":"ZeroFox Holdings, Inc.","filed_at":"2024-05-13T23:59:59+00:00","discovered_at":"2026-05-14T18:03:20.413044+00:00","generated_at":"2026-06-02T02:37:32.382016+00:00","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"ZeroFox completes acquisition by Haveli Investments for $1.14/share; delisted from Nasdaq","bullets":["Total equity value ~$162.1M; stockholders receive $1.14 per share in cash.","Company enters new $120M term loan facility and $10M revolver with Monroe Capital.","Repurchased $174.4M of 7.00%/8.75% Convertible Senior Notes and terminated Stifel credit agreement.","Board of directors reconstituted; James C. Foster remains CEO. Company becomes private subsidiary of Haveli.","Common stock and warrants halted and delisted from Nasdaq; company files Form 25 and Form 15 to deregister."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-136801","json":"https://secwatch.observer/filing/0001193125-24-136801.json","markdown":"https://secwatch.observer/filing/0001193125-24-136801.md","text":"https://secwatch.observer/filing/0001193125-24-136801.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/d804481d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-02T02:37:32.382016+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":"fc3ba6746979762d8004e08de4a7d9c331459385","claim":"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.","evidence_excerpt":"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).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Principal","value":"$120,000,000 initial term loan and $10,000,000 revolving credit facility"},{"label":"Counterparty","value":"Monroe Capital Management Advisors, LLC"},{"label":"Maturity","value":"sixth anniversary of the Closing Date"},{"label":"Event","value":"incurrence"}]},{"claim_id":"02815e2273","claim":"James C. 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The total equity value of the transaction was approximately $162.1 million.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-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":"0001193125-26-246170","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: 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"],"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":"executive_change","source_excerpt":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-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":"upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-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":"upon the Effective Time, the Company’s certificate of incorporation and bylaws were amended and restated in their entirety","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-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":"0001193125-26-243139","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: 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"],"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":"debt_financing","source_excerpt":"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).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-index.htm","comparable_excerpt":"On May 28, 2026, MasterBrand drew down the full $375 million available under the Term Loan A.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1941365/000119312526243139/0001193125-26-243139-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: 1.01, 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":"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.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1823575/000119312524136801/0001193125-24-136801-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"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}