8-K
filed September 21, 2023, 7:59 PM ET
CIK 0001856589
M&A
confidence high
sentiment neutral
materiality 0.75
M3-Brigade Acquisition III Corp.: M&A transaction — Greenfire Resources completes business combination with MBSC, lists on NYSE under GFR
M3-Brigade Acquisition III Corp.
- Deal valued at US$950M; 95.2% of MBSC shareholders voted in favor.
- MBSC public warrants exchanged for $0.50 each; MBSC delisted from NYSE.
- Greenfire issued US$300M senior secured notes due 2028 at 12% coupon, retired old notes.
- New C$50M revolving credit facilities with Bank of Montreal; pro-forma cash ~C$43M.
- Former Greenfire equity holders hold ~87% of combined company; Matthew Perkal joins board.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Charles Garner departed as Executive Vice President and Secretary at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Executive Vice President and Secretary
Exact text from the filing
Charles Garner ceased to be Executive Vice President and Secretary
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
William Gallagher departed as Executive Vice President at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Executive Vice President
Exact text from the filing
William Gallagher ceased to be Executive Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Chris Chaice departed as Executive Vice President at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Executive Vice President
Exact text from the filing
Chris Chaice ceased to be Executive Vice President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Mohsin Y. Meghji departed as Director at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Director
Exact text from the filing
the following individuals also ceased to be directors of MBSC: Frederick Arnold; Alan Carr; Benjamin Fader Rattner; Mohsin Y. Meghji
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Steven Vincent departed as Director at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Director
Exact text from the filing
the following individuals also ceased to be directors of MBSC: Frederick Arnold; Alan Carr; Benjamin Fader Rattner; Mohsin Y. Meghji; Scott Malpass; William Transier; and Steven Vincent
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Frederick Arnold departed as Director at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Director
Exact text from the filing
the following individuals also ceased to be directors of MBSC: Frederick Arnold
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Christopher Good departed as Chief Financial Officer at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Chief Financial Officer
Exact text from the filing
Christopher Good ceased to be Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Matthew Perkal departed as Chief Executive Officer at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Chief Executive Officer
Exact text from the filing
Matthew Perkal ceased to be Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Benjamin Fader Rattner departed as Director at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Director
Exact text from the filing
the following individuals also ceased to be directors of MBSC: Frederick Arnold; Alan Carr; Benjamin Fader Rattner
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Alan Carr departed as Director at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Director
Exact text from the filing
the following individuals also ceased to be directors of MBSC: Frederick Arnold; Alan Carr
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
William Transier departed as Director at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Director
Exact text from the filing
the following individuals also ceased to be directors of MBSC: Frederick Arnold; Alan Carr; Benjamin Fader Rattner; Mohsin Y. Meghji; Scott Malpass; William Transier
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Scott Malpass departed as Director at M3-Brigade Acquisition III Corp..
- Action
- ceased
- Role
- Director
Exact text from the filing
the following individuals also ceased to be directors of MBSC: Frederick Arnold; Alan Carr; Benjamin Fader Rattner; Mohsin Y. Meghji; Scott Malpass
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Matthew Perkal was appointed as Director at M3-Brigade Acquisition III Corp..
- Action
- became a director
- Role
- Director
Exact text from the filing
Matthew Perkal became a director of PubCo immediately following the Business Combination.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
M3-Brigade Acquisition III Corp. underwent a change of control involving Greenfire Resources Ltd. (PubCo) (closed 2023-09-20).
- Action
- change of control
- Counterparty
- Greenfire Resources Ltd. (PubCo)
- Closing
- 2023-09-20
Exact text from the filing
On September 20, 2023, the Business Combination was consummated in accordance with the terms of the Business Combination Agreement. As a result of the Business Combination, MBSC became a wholly-owned subsidiary of PubCo.
View on SEC.gov
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