172 material Form 8-K filings that 152 companies we cover made with the SEC in September 2024, each read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). All of them were written later, when past filings were added: a selection, not every 8-K of the month (see the note below).
Eversource said it closed the sale of its 50 percent stakes in South Fork Wind and Revolution Wind to affiliates of Global Infrastructure Partners, with adjusted gross proceeds of $745 million, about $375 million below the earlier expected $1.12 billion price. The company expects an aggregate net loss of approximately $520 million on its offshore wind exit in the third quarter of 2024, with the loss subject to change as third-quarter results are finalized, and it says its $1.3 billion equity issuance plan is unchanged.
Adjusted gross proceeds of $745 million, down about $375 million from the expected purchase price of about $1.12 billion
Expected aggregate net loss of about $520 million in the third quarter of 2024, including a $370 million gain on the earlier Sunrise Wind sale
Expected liability of about $360 million, with the majority expected to be settled in 2026
Equity issuance plan of up to $1.3 billion over the next several years is unchanged
NCR Voyix completed the sale of its digital banking business to an affiliate of Veritas Capital on September 30, 2024, for $2.45 billion in cash plus up to $100 million in contingent payments. The company used part of the proceeds to repay $1.84 billion of debt and other obligations and terminate its trade receivables facility, and the digital banking results will be reported as discontinued operations. The filing does not report revenue, profit or guidance figures for the remaining business.
Sale price: $2.45 billion in cash, subject to a post-closing adjustment, plus up to $100 million in contingent consideration tied to Veritas' future return on invested capital
Debt reduction: $1.84 billion repaid, including $1,587.5 million of term loan, revolver and senior notes and $251.5 million of trade receivables facility
CFO Brian Webb-Walsh said annualized interest expense on remaining bonds is expected to be approximately $55 million
Digital banking results will be reflected as discontinued operations beginning with the quarter ending September 30, 2024
On September 29, 2024, EchoStar signed an Equity Purchase Agreement to sell DISH DBS, which runs its Pay-TV business, to DIRECTV Holdings LLC for $1 in cash plus the assumption of DBS net debt. The press release says closing is expected in the fourth quarter of 2025, subject to regulatory approvals and a debt exchange offer, and that EchoStar will reduce consolidated debt by about $11.7 billion at close. The deal removes the pay-TV business from EchoStar, and the outcome depends on regulatory approval and noteholder participation.
Consideration: $1 in cash plus assumption of DBS net debt outstanding at closing; DBS becomes a wholly owned subsidiary of DIRECTV Holdings LLC
Either party may terminate if the deal is not completed within 15 months of signing, extendable by up to two three-month periods
DBS is exchanging five note series with a total face value of about $9.75 billion, with a minimum principal reduction of $1.568 billion as a closing condition
TPG Angelo Gordon and DIRECTV provided $2.5 billion of financing to repay DBS's November 2024 debt maturity
Roivant's subsidiary Dermavant agreed on September 17, 2024 to be acquired by Organon for up to about $1.2 billion, including a $175 million payment at closing, a $75 million milestone on FDA approval of VTAMA for atopic dermatitis, and up to $950 million in sales-based milestones, plus tiered royalties. Roivant owns about 87% of Dermavant's shares, so the deal would deliver most of the proceeds to Roivant, though the amount depends on future milestones and the closing is subject to conditions.
Organon agreed to acquire Dermavant for up to about $1.2 billion in aggregate cash consideration, including a $175 million payment at closing
Additional $75 million payable on FDA approval of VTAMA for atopic dermatitis, and up to $950 million in tiered net sales milestones
Roivant owns approximately 87% of Dermavant's common and preference shares; shareholder written consent of at least 75% of voting rights was obtained
Expected to close in the fourth quarter of 2024; either party may terminate if not closed by March 17, 2025
Knowles agreed to sell its Consumer MEMS Microphones business to Syntiant Corp for $150 million, consisting of $70 million in cash and $80 million in Syntiant Series D-2 preferred stock, subject to adjustments. The company said it intends to use the net cash proceeds to pay down debt and repurchase company stock, and it updated its third quarter 2024 guidance to present the business as discontinued operations.
Total consideration of $150 million: $70 million in cash and $80 million in Syntiant preferred stock, subject to working capital and other adjustments
Closing is expected in the fourth quarter of 2024 and is subject to regulatory approvals and other conditions; either party may terminate if the deal has not closed by December 31, 2024, subject to extensions
Third quarter 2024 revenue from continuing operations guided to $139 million to $143 million; fourth quarter 2024 revenue outlook is $140 million to $150 million
Pro forma 2023 revenue excluding the business was $559.8 million, per the filing's reconciliation
RXO completed its purchase of Coyote Logistics from United Parcel Service on September 16, 2024, for approximately $1.025 billion in cash, subject to customary adjustments. RXO says the deal makes it the third-largest provider of brokered transportation in North America, though the filing does not report financial results or synergy estimates for the acquired business.
Purchase price: approximately $1.025 billion in cash, subject to customary adjustments
Closing Date: September 16, 2024; the seller is United Parcel Service of America, Inc. and related UPS entities
RXO says the combined company is now the third-largest provider of brokered transportation in North America
Filing includes audited 2023 and 2022 and unaudited June 30, 2024 financial statements of the acquired business, plus pro forma information
NBT Bancorp and its subsidiary bank signed a merger agreement to acquire Evans Bancorp, Inc., the holding company of Evans Bank, N.A. in Western New York. The companies value the transaction at about $236 million based on NBT's $46.28 closing price on September 6, 2024, and the deal is expected to close in the second quarter of 2025 after Evans shareholder and regulatory approvals. The filing lists the possible dilution from issuing additional NBT shares as a risk, so NBT shareholders would own a smaller share of the combined company.
Each Evans common share converts into the right to receive 0.91 shares of NBT common stock
Aggregate transaction value of about $236 million, based on NBT's $46.28 closing price on September 6, 2024
Evans had $2.26 billion in assets as of June 30, 2024, and 18 locations in the Buffalo and Rochester markets
Expected close in the second quarter of 2025; Evans may owe NBT an $8.4 million termination fee in certain circumstances
Progress Software agreed to acquire substantially all assets of ShareFile, a business unit of Cloud Software Group, for about $875 million in cash and revolving credit, with closing expected within fiscal 2024. The company also said its third-quarter revenue and non-GAAP earnings per share are expected to be within or above the high end of prior guidance, and that it will suspend its quarterly dividend at closing to repay debt and fund future M&A and share repurchases.
Purchase price is approximately $875 million, subject to a $25 million working capital credit, with no financing condition.
ShareFile is expected to add more than $240 million in annual revenue and more than 86,000 customers.
Q3 revenue and non-GAAP EPS are expected within or above the high end of guidance issued June 25, 2024; full Q3 results are due September 24, 2024.
Quarterly dividend will be suspended as of the closing of the acquisition, with capital redirected to debt repayment, M&A and share repurchases.
Paylocity agreed on August 29, 2024 to acquire Airbase Inc., a spend management software provider, for about $325 million in cash through a merger, and announced the deal on September 4, 2024. The company expects the deal to be funded by revolving credit facility borrowings and to dilute adjusted EBITDA margin by about 100 basis points in fiscal 2025, which matters to shareholders because it adds debt-funded spending and lower near-term margins while expanding the company's product range.
Purchase price of approximately $325 million in cash, subject to customary adjustments, funded by revolving credit facility borrowings
Expected to represent about 1% of total revenue in fiscal 2025 and dilute adjusted EBITDA margin by about 100 basis points in fiscal 2025
Paylocity had $401.8 million of cash and cash equivalents as of June 30, 2024, and has $350 million remaining under its share repurchase authorization
Closing expected in the first or second quarter of fiscal 2025, subject to Hart-Scott-Rodino waiting period expiration and Airbase stockholder approval
Noble Corporation completed its acquisition of Diamond Offshore Drilling on September 4, 2024. Diamond shareholders received $5.65 in cash and 0.2316 Noble shares per Diamond share, with Noble paying about $591 million in cash and issuing about 24.2 million shares, which lifts Noble's share count to 167,279,702. Noble said it no longer expects investors to rely on its previously issued 2024 guidance, which it says no longer applies on a combined company basis.
Diamond holders received $5.65 in cash and 0.2316 Noble shares per Diamond share; Noble paid about $591 million in cash and issued about 24.2 million shares.
Cash portion was funded in part from the $800 million 8.000% Senior Notes due 2030 issued August 22, 2024.
Noble reports backlog of $6.7 billion after the Diamond rigs and about 4.8 rig years of ExxonMobil Guyana backlog were added; Noble says investors should not rely on its prior 2024 guidance.
Patrice Douglas, formerly a Diamond director, was appointed to Noble's board, which was increased to nine directors effective at the Effective Time.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Briefs marked “Written later” were written in November 2026 for filings that were by then more than three weeks old, so months before mid-October 2026 hold a selection: every material 8-K of the past year for the 100 largest companies we cover and the last 15 important 8-Ks of every other one. Briefs the number check holds back are not shown or counted. Also: the last 45 days, briefs by company, A–Z and the live SEC filings wire.