Distribution Solutions Group agreed to be taken private at $35.00 per share in cash under a merger with affiliates of LKCM Headwater, including Eclipse Parent Acquisitions. The transaction will delist the company from Nasdaq and is subject to majority stockholder approval, a majority-of-the-minority vote, HSR clearance, and other customary conditions. To support the deal, the company amended its credit agreement to add a certain funds framework, secured a $125 million equity commitment from LKCM Headwater Investments IV, and received a limited guarantee covering the $22.23 million reverse termination fee. Luther King Capital Management also signed a voting agreement to back the merger and waive appraisal rights.
Agreement 1: Distribution Solutions Group to Be Taken Private at $35 Per Share by LKCM Affiliates
- Agreement type: Agreement and Plan of Merger
- Counterparty: Eclipse Parent Acquisitions
- Signed / Effective: Jul 15 2026 / same
- Duration / Termination: Until closing
- Reason: Take the company private under affiliate ownership
Agreement 2: Distribution Solutions Group Secures Certain Funds Credit Amendment With JPMorgan to Back Take-Private
- Agreement type: Amendment to Second Amended and Restated Credit Agreement (Certain Funds)
- Counterparty: JPMorgan Chase Bank, as Administrative Agent, and other lenders
- Signed / Effective: Jul 15 2026 / same
- Duration / Termination: Through Jan 08 2027 for certain funds
- Reason: Provide committed financing certainty for the merger
Agreement 3: Distribution Solutions Group Receives $125 Million Equity Commitment From LKCM Headwater Investments IV
- Agreement type: $125 million Equity Commitment Letter
- Counterparty: LKCM Headwater Investments IV
- Signed / Effective: Jul 15 2026 / same
- Duration / Termination: Until closing
- Reason: Support funding of the take-private transaction
Agreement 4: LKCM Headwater Guarantees $22.2 Million Reverse Termination Fee for DSG Deal
- Agreement type: Limited Guarantee for reverse termination fee and related obligations
- Counterparty: LKCM Headwater Investments IV
- Signed / Effective: Jul 15 2026 / same
- Duration / Termination: Until closing
- Reason: Enhance deal certainty by securing reverse fee obligations
Agreement 5: Luther King Capital Management Backs DSG Take-Private, Commits Votes and Waives Appraisal
- Agreement type: Voting and Support Agreement
- Counterparty: Luther King Capital Management
- Signed / Effective: Jul 15 2026 / same
- Duration / Termination: Until closing
- Reason: Secure key shareholder support for the merger
Original SEC Filing:
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