{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-140235","form_type":"8-K","ticker":null,"cik":"0001059262","company_name":"SP Plus Corp","filed_at":"2024-05-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:17.117111+00:00","generated_at":"2026-06-01T18:43:52.703999+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":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"Metropolis completes acquisition of SP Plus for $54.00/share; total consideration ~$1.07B","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-140235","json":"https://secwatch.observer/filing/0001193125-24-140235.json","markdown":"https://secwatch.observer/filing/0001193125-24-140235.md","text":"https://secwatch.observer/filing/0001193125-24-140235.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/d833024d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T18:43:52.703999+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":"82fc09e8b8","claim":"Alexander Israel was appointed as Director at SP Plus Corp.","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}]},{"claim_id":"94e6d54872","claim":"Travis Kell was appointed as Director at SP Plus Corp.","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}]},{"claim_id":"61f5c416374acd8624e2c7cf0bee6b9a21fb4049","claim":"SP Plus Corp underwent a change of control involving Metropolis Technologies, Inc. for $54.00 in cash (closed 2024-05-16).","evidence_excerpt":"”), 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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Metropolis Technologies, Inc."},{"label":"Consideration","value":"$54.00 in cash"},{"label":"Closing","value":"2024-05-16"}]},{"claim_id":"8a801d91a7840538e40fad01292d0a8b027fa8ed","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"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"}]},{"claim_id":"92c7ff958b59827e03110340d2ad38e86b658624","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"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"},{"label":"Effective","value":"2024-05-16"}]},{"claim_id":"e215a309a699ac1b0a17a50fc4981a9a1268421f","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"PNC Bank, National Association, as the administrative agent for the 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was","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1533615/000110465926069515/0001104659-26-069515-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: executive_change, ma_transaction","same SEC item: 1.01, 2.01, 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was","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-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":"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_evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-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":"0001193125-26-251765","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","similar materiality"],"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":"”), 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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-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":"0001193125-26-251442","ticker":"RPAY","company_name":"Repay Holdings Corp","filed_at":"2026-06-01T20:14:04+00:00","headline":"REPAY closes $372M acquisition of KUBRA, funded with new $500M term loan","event_type":"m_and_a","sec_items":["1.01","2.01","1.02","9.01","2.03","7.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251442","json":"https://secwatch.observer/filing/0001193125-26-251442.json","markdown":"https://secwatch.observer/filing/0001193125-26-251442.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/rpay-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"”), 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","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1720592/000119312526251442/0001193125-26-251442-index.htm"}},{"accession":"0001104659-26-068661","ticker":"CECO","company_name":"CECO ENVIRONMENTAL CORP","filed_at":"2026-06-01T13:16:29+00:00","headline":"CECO Environmental completes acquisition of Thermon Group Holdings, issues ~22.5M shares and pays $329.4M cash","event_type":"m_and_a","sec_items":["2.01","2.03","5.02","5.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["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"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-068661","json":"https://secwatch.observer/filing/0001104659-26-068661.json","markdown":"https://secwatch.observer/filing/0001104659-26-068661.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/tm2616015d2_8k.htm"},"side_by_side_evidence":{"fact_type":"executive_change","source_excerpt":"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_evidence_url":"https://www.sec.gov/Archives/edgar/data/1059262/000119312524140235/0001193125-24-140235-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/3197/000110465926068661/0001104659-26-068661-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}