CMC closes $1.84B acquisition of Foley Products Company, precast concrete supplier

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

Comparable filing

to mutations in the RPGR gene (the “RPGR Product”), and other related assets as described in the Asset Purchase Agreement. Buyer agreed to pay an upfront cash purchase price of $25,000,000 to Seller. Additionally, pursuant to and subject to the terms and conditions set forth in the Asset Purchase Agreement, Buyer agreed to pay Seller a one-time, future contingent

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

Comparable filing

adjustment with respect to certain of the estimated items included in the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration is US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition of Estimated Closing Merger Consideration in the Merger Agreement,

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

Comparable filing

Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired all of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price adjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi, its

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

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 ”).

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

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

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

Comparable filing

On May 26, 2026, Ashford BC LP and Ashford TRS BC LLC (together “Seller”), indirect subsidiaries of Braemar Hotels & Resorts Inc. (the “Company”), completed the sale of the Park Hyatt Beaver Creek Resort & Spa located in Avon, Colorado (the “Hotel”) pursuant to an Agreement of Purchase and Sale, dated as of April 27, 2026, by and among Seller and Apres Owner, LLC, as purchaser, for $176 million in cash, subject to customary pro-rations and adjustments.

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

Comparable filing

true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2026

This filing

Purchase Agreement, the Company purchased all of the issued and outstanding equity securities of Holdco and Oaktree Blocker (the “ Acquisition ”) for a cash purchase price of $1.84 billion. The purchase price is subject to further customary purchase price adjustment as described in the Purchase Agreement. The purchase price was funded with the proceeds from the

Comparable filing

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