{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-264609","form_type":"8-K","ticker":"CSW","cik":"0001624794","company_name":"CSW INDUSTRIALS, INC.","filed_at":"2025-11-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.961963+00:00","generated_at":"2026-05-17T00:38:22.535603+00:00","sec_items":["1.01","2.01","2.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"CSW completes acquisition of MARS Parts for ~$650M cash, funded with new $600M term loan","bullets":["Base purchase price $650M cash plus up to $20M earn-out based on gross sales targets.","Price equals 10.4x pro-forma TTM EBITDA adjusted for synergies; MARS Parts adj. TTM EBITDA $52.3M.","Financed with new $600M 5-year Term Loan A and extended $700M revolving credit facility.","$300M 3-year SOFR interest rate hedge implemented to mitigate floating-rate exposure.","Adds ~200 employees; expands HVAC/R product mix toward repair/replacement versus installations."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-264609","json":"https://secwatch.observer/filing/0001193125-25-264609.json","markdown":"https://secwatch.observer/filing/0001193125-25-264609.md","text":"https://secwatch.observer/filing/0001193125-25-264609.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/d47476d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T00:38:22.535603+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":"95f97a1fc578b93f2b6f636f54e797c68e98b498","claim":"CSW INDUSTRIALS, INC. completed an acquisition involving Dusk Intermediate Holdings II, LLC for $650 million in cash (closed 2025-11-04).","evidence_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","confidence":0.9}],"comparable_filings":[{"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: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251758","json":"https://secwatch.observer/filing/0001193125-26-251758.json","markdown":"https://secwatch.observer/filing/0001193125-26-251758.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/0001193125-26-251758-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1004702/000119312526251758/d145829d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-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/1004702/000119312526251758/0001193125-26-251758-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","same SEC item: 1.01, 2.01, 2.03, 7.01, 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":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-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":"0001193125-26-210245","ticker":"VSEC","company_name":"VSE CORP","filed_at":"2026-05-07T23:59:59+00:00","headline":"VSE completes $2.025B acquisition of Precision Aviation Group; 2025 revenue pro forma +50%","event_type":"m_and_a","sec_items":["2.01","1.01","2.03","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-210245","json":"https://secwatch.observer/filing/0001193125-26-210245.json","markdown":"https://secwatch.observer/filing/0001193125-26-210245.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/d115996d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","comparable_excerpt":"On May 5, 2026, pursuant to the Purchase Agreement, VSE acquired all of the capital stock of PAG HoldCo from the Seller for an up-front consideration equal to $2.025 billion","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/102752/000119312526210245/0001193125-26-210245-index.htm"}},{"accession":"0001104659-26-039206","ticker":"IPI","company_name":"Intrepid Potash, Inc.","filed_at":"2026-04-02T23:59:59+00:00","headline":"Intrepid sells South Ranch assets for $70M; extends credit facility to 2031","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","7.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-039206","json":"https://secwatch.observer/filing/0001104659-26-039206.json","markdown":"https://secwatch.observer/filing/0001104659-26-039206.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1421461/000110465926039206/0001104659-26-039206-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1421461/000110465926039206/tm2610418d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","comparable_excerpt":"leases, water rights located on the Ranch, and various other assets, interests,\nand related agreements (collectively, the “Ranch Assets”). Consideration for the Ranch Assets is $70.0 million in cash, subject\nto adjustment as set forth in the Purchase Agreement (the “Purchase Price”), of which the $8.0 million deposit received by\nthe Company in December 2025 was","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1421461/000110465926039206/0001104659-26-039206-index.htm"}},{"accession":"0001628280-26-023196","ticker":"ESPR","company_name":"Esperion Therapeutics, Inc.","filed_at":"2026-04-02T23:59:59+00:00","headline":"Esperion closes $75M acquisition of Corstasis, adds Enbumyst nasal spray","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","7.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-26-023196","json":"https://secwatch.observer/filing/0001628280-26-023196.json","markdown":"https://secwatch.observer/filing/0001628280-26-023196.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1434868/000162828026023196/0001628280-26-023196-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1434868/000162828026023196/espr-20260402.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","comparable_excerpt":"On March 2, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Corstasis Therapeutics Inc., a Delaware corporation (“Corstasis”), Cirrus Transaction Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”) and certain other parties described therein. Pursuant to the Merger Agreement, on April 2, 2026, the Company completed the merger of Corstasis with and into Merger Sub, with Corstasis surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The aggregate up-front consideration for the transactions contemplated by the Merger Agreement (the “Transactions”) was $75,000,000 in cash, subject to customary adjustments and a post-closing purchase price adjustment. In addition, the equityholders of Corstasis are entitled to receive: (i) milestone payments up to an aggregate amount equal to $180,000,000 if certain regulatory approval or commercial sales milestones are achieved and (ii) r","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1434868/000162828026023196/0001628280-26-023196-index.htm"}},{"accession":"0000107140-26-000034","ticker":"WLY","company_name":"JOHN WILEY & SONS, INC.","filed_at":"2026-06-02T12:30:39+00:00","headline":"Wiley acquires Emerald Publishing for $452M; adds ~500 journals, expected accretive in year one","event_type":"m_and_a","sec_items":["1.01","2.01","7.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000107140-26-000034","json":"https://secwatch.observer/filing/0000107140-26-000034.json","markdown":"https://secwatch.observer/filing/0000107140-26-000034.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/jwa-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","comparable_excerpt":"pursuant to which Buyer acquired from the Seller all of the issued and outstanding equity securities of Emerald Holding (the \"Transaction\") in exchange for GBP £337.5 million (approximately $452 million)","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/107140/000010714026000034/0000107140-26-000034-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.03, 7.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-213462","ticker":"EWCZ","company_name":"European Wax Center, Inc.","filed_at":"2026-05-08T23:59:59+00:00","headline":"European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted","event_type":"m_and_a","sec_items":["1.01","1.02","2.01","2.03","3.01","3.03","5.02","5.03","5.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.01, 2.01, 2.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-213462","json":"https://secwatch.observer/filing/0001193125-26-213462.json","markdown":"https://secwatch.observer/filing/0001193125-26-213462.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/d137291d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1624794/000119312525264609/0001193125-25-264609-index.htm","comparable_excerpt":"excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1856236/000119312526213462/0001193125-26-213462-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}