{"schema_version":"secwatch.filing_event.v1","accession":"0001423902-25-000097","form_type":"8-K","ticker":"WES","cik":"0001423902","company_name":"Western Midstream Partners, LP","filed_at":"2025-10-15T23:59:59+00:00","discovered_at":"2026-05-14T18:02:39.378128+00:00","generated_at":"2026-05-17T03:43:02.269315+00:00","sec_items":["2.01","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Western Midstream completes acquisition of Aris Water Solutions for $415M cash + 26.6M units","bullets":["Each Aris share converted into 0.625 WES units, $25 cash (subject to proration), or 0.45 units + $7 cash.","Final elections: 14.4M shares elected all stock, 33.8M all cash (prorated to ~$10 cash + 0.375 units), 11.0M mixed.","Aris 7.250% Senior Notes due 2030 remain outstanding and assumed by WES OpCo.","WES becomes one of largest three-stream midstream providers in Delaware Basin; expects to lead integrated water solutions.","Total consideration ~28% cash, ~72% equity; $415M cash and ~26.6M WES common units issued."],"urls":{"canonical":"https://secwatch.observer/filing/0001423902-25-000097","json":"https://secwatch.observer/filing/0001423902-25-000097.json","markdown":"https://secwatch.observer/filing/0001423902-25-000097.md","text":"https://secwatch.observer/filing/0001423902-25-000097.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/wes-20251015.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T03:43:02.269315+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":"ae0c16e5661ad41505c811f6da88d2984918f183","claim":"Western Midstream Partners, LP completed an acquisition involving Aris Water Solutions, Inc. for $415.0 million in cash and approximately 26.6 million Common Units (closed 2025-10-15).","evidence_excerpt":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-index.htm","comparable_excerpt":"Québec and a wholly owned indirect subsidiary of the Company (the “ Purchaser ”), acquired\nall of the issued and outstanding shares of Eddyfi from the vendors for cash equal to $1.45 billion, subject to customary purchase price\nadjustments set forth in the Purchase Agreement relating to cash, indebtedness, transaction expenses, and net working capital of Eddyfi,\nits","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001574085-26-000093","ticker":"BHR","company_name":"Braemar Hotels & Resorts Inc.","filed_at":"2026-06-01T20:11:33+00:00","headline":"Braemar completes sale of Park Hyatt Beaver Creek for $176M; repays $86.25M convertible notes","event_type":"m_and_a","sec_items":["2.01","7.01","8.01","9.01"],"materiality_score":0.75,"calibrated_materiality_score":0.75,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001574085-26-000093","json":"https://secwatch.observer/filing/0001574085-26-000093.json","markdown":"https://secwatch.observer/filing/0001574085-26-000093.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/bhr-20260526.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-index.htm","comparable_excerpt":"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.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1574085/000157408526000093/0001574085-26-000093-index.htm"}},{"accession":"0001104659-26-039924","ticker":"VREOF","company_name":"Vireo Growth Inc.","filed_at":"2026-04-06T23:59:59+00:00","headline":"Vireo closes Eaze acquisition for $47M in stock; CEO awarded performance-based RSUs up to 3.5% diluted","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","5.02","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 7.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-039924","json":"https://secwatch.observer/filing/0001104659-26-039924.json","markdown":"https://secwatch.observer/filing/0001104659-26-039924.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/tm2611166d1_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-index.htm","comparable_excerpt":"adjustment with respect to certain of the estimated items included\nin the Estimated Closing Merger Consideration. In general, the Estimated Closing Merger Consideration\nis US$47,040,000 in base consideration (the “Base Consideration”), adjusted for certain items as described in the definition\nof Estimated Closing Merger Consideration in the Merger Agreement,","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1771706/000110465926039924/0001104659-26-039924-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: 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":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-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":"0001193125-26-251540","ticker":"CYH","company_name":"COMMUNITY HEALTH SYSTEMS INC","filed_at":"2026-06-01T20:30:16+00:00","headline":"Community Health Systems closes sale of four Arkansas hospitals for $110M cash to Freeman Health System","event_type":"m_and_a","sec_items":["2.01","9.01","8.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251540","json":"https://secwatch.observer/filing/0001193125-26-251540.json","markdown":"https://secwatch.observer/filing/0001193125-26-251540.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/cyh-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-index.htm","comparable_excerpt":"the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-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: 2.01, 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":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-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":"0000821130-26-000040","ticker":"AD","company_name":"ARRAY DIGITAL INFRASTRUCTURE, INC.","filed_at":"2026-06-01T20:09:49+00:00","headline":"Array closes $1.0B spectrum sale to Verizon; declares $11 special dividend","event_type":"m_and_a","sec_items":["2.01","8.01","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0000821130-26-000040","json":"https://secwatch.observer/filing/0000821130-26-000040.json","markdown":"https://secwatch.observer/filing/0000821130-26-000040.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/ad-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-index.htm","comparable_excerpt":"The purchase price received by Array at the Closing was $1.0 billio n, paid in cash. \n\n--- EX-99.1 (EX-99.1) ---\n\nArray completes sale of select spectrum assets to Verizon for $1.0 billion Board declares special dividend of $11.00 per share CHICAGO (June 1, 2026) – Array Digital Infrastructure, Inc. (NYSE: AD) (Array SM ) today announced the successful closing of","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/821130/000082113026000040/0000821130-26-000040-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: 2.01, 8.01, 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":"of 11,017,951 shares of Aris Class A Common Stock and Aris OpCo Stapled Units elected to receive the Mixed Election Consideration. As a result of these elections, approximately 26.6 million Common Units were issued and $415.0 million in cash was paid to Aris securityholders as a part of the Merger Consideration (excluding the cash consideration payable in connection","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1423902/000142390225000097/0001423902-25-000097-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"}