8-K filed May 16, 2024, 7:59 PM ET CIK 0001059262

M&A confidence high sentiment neutral materiality 0.95

Metropolis completes acquisition of SP Plus for $54.00/share; total consideration ~$1.07B

SP Plus Corp

SP Plus shareholders receive $54.00 per share cash, a 52% premium to Oct 4, 2023 close.
Total merger consideration approximately $1.07 billion; enterprise value ~$1.5 billion.
Metropolis financed with $1.05B Series C preferred and $550M term debt, plus $175M revolver.
SP+ shares delisted from Nasdaq; board replaced by Metropolis designees Alexander Israel and Travis Kell.
Combined entity becomes largest parking network in North America with >4,000 locations and 20,000 employees.

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

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Executive movements

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

Appointed

Alexander Israel

Director

SP Plus Corp

Filed: May 16, 2024, 7:59 PM ET

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).

Appointed

Travis Kell

Director

SP Plus Corp

Filed: May 16, 2024, 7:59 PM ET

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).

Source-grounded claims

82fc09e8b8

Alexander Israel was appointed as Director at SP Plus Corp.

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

94e6d54872

Travis Kell was appointed as Director at SP Plus Corp.

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).

SEC 8-K Item 5.02 confidence 0.95 SEC evidence

61f5c416374acd8624e2c7cf0bee6b9a21fb4049

SP Plus Corp underwent a change of control involving Metropolis Technologies, Inc. for $54.00 in cash (closed 2024-05-16).

”), and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law (the “ Dissenting Shares ”)) was converted into the right to receive $54.00 in cash, without interest (the “ Merger Consideration ”). 2 In addition, at the Effective Time: • each award of Company restricted stock units (“ Company RSU ”) that was

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

8a801d91a7840538e40fad01292d0a8b027fa8ed

SP Plus Corp terminated a credit facility with Bank of America, N.A., as Administrative Agent, swing-line lender and a letter of credit issuer, certain subsidiaries of the Company, as guarantors, and the lenders party thereto.

Concurrently with the closing of the Merger, the Company repaid all loans, cash collateralized all letters of credit and terminated all commitments under the Company’s Credit Agreement, dated as of November 30, 2018 (as amended), with Bank of America, N.A., as Administrative Agent, swing-line lender and a letter of credit issuer, certain subsidiaries of the Company, as guarantors, and the lenders party thereto

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

92c7ff958b59827e03110340d2ad38e86b658624

SP Plus Corp entered into a credit facility with Maranon Capital, L.P., as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, Metropolis Capital Holdings, LLC, as the ultimate borrower thereunder (effective 2024-05-16).

a Credit Agreement, dated as of May 16, 2024, with Maranon Capital, L.P., as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, Metropolis Capital Holdings, LLC, as the ultimate borrower thereunder (the “ Borrower ”), and the Company and certain other subsidiaries of the Borrower, as guarantors thereunder

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

e215a309a699ac1b0a17a50fc4981a9a1268421f

SP Plus Corp entered into a credit facility with PNC Bank, National Association, as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, the Borrower, and the Company and certain other subsidiaries of the Borrower, as guarantors thereunder (effective 2024-05-16).

a Credit Agreement, dated as of May 16, 2024, with PNC Bank, National Association, as the administrative agent for the lenders thereunder, certain lenders party thereto, Parent, the Borrower, and the Company and certain other subsidiaries of the Borrower, as guarantors thereunder

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

Comparable filings

XRN

Chiron Real Estate closes $249M acquisition of two senior housing communities; issues $100M Series C preferred

Chiron Real Estate Inc. June 2, 2026, 4:30 PM ET m_and_a Items 1.01, 2.01, 2.03, 3.02, 3.03, 5.03, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 2.03, 3.03, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

”), and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law (the “ Dissenting Shares ”)) was converted into the right to receive $54.00 in cash, without interest (the “ Merger Consideration ”). 2 In addition, at the Effective Time: • each award of Company restricted stock units (“ Company RSU ”) that was

Comparable filing

On June 1, 2026, the Company, through one or more subsidiaries, closed on the acquisition of The Landing Alexandria (the “ Landing ”), a senior housing community located in Alexandria, Virginia for a purchase price of $130 million.

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

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: 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

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).

Comparable filing

Todd Schell, designated by Warburg, was appointed to serve as a director of OceanFirst

Filing page SEC filing

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

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: 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

”), and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law (the “ Dissenting Shares ”)) was converted into the right to receive $54.00 in cash, without interest (the “ Merger Consideration ”). 2 In addition, at the Effective Time: • each award of Company restricted stock units (“ Company RSU ”) that was

Comparable filing

This Current Report on Form 8-K is being filed in connection with the completion of the spin-off of New Enviri contemplated by the Separation Agreement.

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

”), and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law (the “ Dissenting Shares ”)) was converted into the right to receive $54.00 in cash, without interest (the “ Merger Consideration ”). 2 In addition, at the Effective Time: • each award of Company restricted stock units (“ Company RSU ”) that was

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

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).

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

FFIC

OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares

FLUSHING FINANCIAL CORP June 1, 2026, 5:21 PM ET m_and_a Items 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

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

This filing

”), and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law (the “ Dissenting Shares ”)) was converted into the right to receive $54.00 in cash, without interest (the “ Merger Consideration ”). 2 In addition, at the Effective Time: • each award of Company restricted stock units (“ Company RSU ”) that was

Comparable filing

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 ”).

Filing page SEC filing

RPAY

REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan

Repay Holdings Corp June 1, 2026, 4:14 PM ET m_and_a Items 1.01, 2.01, 1.02, 9.01, 2.03, 7.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 1.02, 2.01, 2.03, 9.01 same event type: m_and_a similar materiality

This filing

”), and (ii) held by stockholders who have properly exercised appraisal rights pursuant to Delaware law (the “ Dissenting Shares ”)) was converted into the right to receive $54.00 in cash, without interest (the “ Merger Consideration ”). 2 In addition, at the Effective Time: • each award of Company restricted stock units (“ Company RSU ”) that was

Comparable filing

KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

Filing page SEC filing

CECO

CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash

CECO ENVIRONMENTAL CORP June 1, 2026, 9:16 AM ET m_and_a Items 2.01, 2.03, 5.02, 5.03, 7.01, 9.01

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

This filing

In accordance with the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub, Alexander Israel and Travis Kell, became directors of the Company (collectively, the “ New Directors ”).

Comparable filing

the Board appointed Todd Gleason, CECO’s Chief Executive Officer and an existing member of the Board, to serve as Chairman of the Board, effective as of the effective time of the First Merger.

Filing page SEC filing

Source: SEC EDGAR

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