Welcome to our dedicated page for SolarBank SEC filings (Ticker: SUUN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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DallasNews Corporation (NASDAQ: DALN) has entered into a definitive Agreement and Plan of Merger with Hearst Media West, LLC. Destiny Merger Sub, Inc., a wholly-owned subsidiary of Hearst, will merge into DallasNews, after which DallasNews will survive as a privately-held, wholly-owned subsidiary of Hearst.
Cash consideration: each outstanding share of Series A or Series B common stock will be converted into the right to receive $14.00 in cash at closing. Shares held by the Company, Hearst or dissenting shareholders are excluded.
Board & shareholder process: the DallasNews board unanimously approved the transaction. Closing requires (i) two-thirds of the total voting power, (ii) two-thirds of Series A shares voting separately, and (iii) two-thirds of Series B shares voting separately. A Voting and Support Agreement signed by Robert W. Decherd and affiliates binds approximately 55.0% of the total vote (96.2% of Series B; 1.6% of Series A) to support the deal.
Key closing conditions:
- Regulatory and customary legal approvals with no injunctions.
- Company net cash of 鈮� $20 million at the effective time.
- Accuracy of representations and compliance with covenants.
Termination terms: either party may walk away if the merger is not completed by January 9 2026. DallasNews may owe Hearst a $3 million termination fee under specified circumstances, including acceptance of a superior proposal.
Executive compensation changes:
- Transaction bonuses payable at closing: CEO Grant S. Moise $1.65 million; President Mary Kathryn Murray $0.85 million.
- Amended retention letters could provide up to $1.5 million (Moise) and $1.0 million (Murray) post-closing, plus accelerated equity of $606,375 and $270,000, respectively.
- CFO Catherine G. Collins granted change-in-control severance equal to 12 months鈥� base salary and COBRA coverage.
Governance & bylaws: the board adopted Second Amended and Restated Bylaws introducing (i) Texas Business Court as exclusive forum, (ii) jury-trial waiver on internal claims, and (iii) 3 % ownership threshold for derivative actions.
Post-closing: DallasNews鈥� Series A Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act. Hearst Communications, Inc. has provided an unconditional guarantee of all Buyer obligations, including the cash consideration.
A joint press release announcing the merger was issued on July 10 2025. A proxy statement will be filed with the SEC; shareholders are urged to review it when available.
SolarBank Corporation (SUUN) submitted a routine Form 6-K for the month of June 2025. The filing mainly serves an administrative purpose, furnishing four exhibits connected to a forthcoming special meeting of shareholders: (1) Form of Proxy, (2) Notice and Access Notification, (3) Notice of Special Meeting & Information Circular, and (4) Certificate Abridging Timelines. Exhibit 99.1 is expressly incorporated by reference into SolarBank鈥檚 active Form F-10 registration statement (File No. 333-287070). No financial statements, earnings figures, or transactional disclosures accompany the submission. The document was signed on 23 June 2025 by Sam Sun, Chief Financial Officer & Corporate Secretary.
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