On October 5, 2026, Distribution Solutions Group, Inc. (DSG) announced that Eclipse Acquisitions Merger Sub, Inc., a newly formed corporation controlled by LKCM Headwater Investments, LLC, plans to offer $700 million in aggregate principal amount of Senior Notes due 2032. The offering is subject to market and other conditions and will be conducted in reliance on Rule 144A and Regulation S exemptions from registration under the Securities Act of 1933.
The notes will be initially issued by the Escrow Issuer. Gross proceeds from the sale are expected to be placed in an escrow account pending the satisfaction of conditions, including the consummation of a previously announced merger. Under the terms of the merger, affiliates of LKCM Headwater will acquire all outstanding shares of DSG common stock not already owned by LKCM Headwater and its affiliates for $35.00 per share in cash. Following the merger, DSG will assume the Escrow Issuer’s rights and obligations under the notes, and DSG’s subsidiaries will become guarantors.
Upon release from escrow, the proceeds are expected to be used to (i) fund the payment of the $35.00 per share cash consideration, (ii) repay a portion of DSG’s outstanding indebtedness under its existing credit agreement, (iii) pay fees and expenses related to the offering and merger, and (iv) for general corporate purposes, including financing future acquisitions.
The merger is subject to customary closing conditions, including the approval of DSG’s stockholders. The company stated there can be no assurance that the conditions to the merger or the release of the gross proceeds from escrow will be satisfied. A copy of the press release and investor presentation slides are attached as exhibits to the Form 8-K.
