Monitor stockholder vote on the merger and the satisfaction of escrow release conditions; the note offering is contingent on the merger closing. The 10% coupon rate signals high leverage post-merger.
Price Chart
Executive Summary
Distribution Solutions Group announced that its affiliate, Eclipse Acquisitions Merger Sub, upsized and priced an $800 million offering of 10.000% Senior Notes due 2032, up from the previously announced $700 million. The proceeds will be held in escrow pending the closing of the previously announced go-private merger at $35.00 per share, and will be used to fund the merger consideration, repay existing debt, and for general corporate purposes.
Key Facts
- Offering upsized from $700 million to $800 million aggregate principal amount of 10.000% Senior Notes due 2032
- Offering expected to close October 15, 2026
- Proceeds held in escrow pending consummation of the previously announced merger
- Merger consideration is $35.00 per share in cash for shares not already owned by LKCM Headwater affiliates
- Proceeds to fund merger consideration, repay existing debt, pay fees, and for general corporate purposes
- Notes are unregistered, offered under Rule 144A and Regulation S
Financial Impact
$800 million aggregate principal amount of 10.000% senior notes; merger consideration of $35.00 per share in cash
Risk Factors
- Merger may not be consummated if stockholder approval is not obtained or other conditions are not satisfied
- High leverage from $800 million in 10% senior notes could strain post-merger cash flows
- Notes are unregistered and subject to liquidity risk
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-417257 |
| Document: d170097dex991.htm | 0001193125-26-417257 |
| Document: 0001193125-26-417257-index-headers.html | 0001193125-26-417257 |
| Document: 0001193125-26-417257-index.html | 0001193125-26-417257 |
| Document: 0001193125-26-417257.txt | 0001193125-26-417257 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | SC 13E-3/A | $35.05 | awaiting T+20 | — | $35.01 (−0.11%) |
Oct 14, 2026 12d ago | DEFA14A | $35.09 | awaiting T+20 | — | $35.01 (−0.23%) |
Oct 14, 2026 12d ago | 8-K | $35.09 | awaiting T+20 | — | $35.01 (−0.23%) |
Oct 7, 2026 19d ago | DEFA14A | $35.07 | awaiting T+20 | — | $35.01 (−0.17%) |
Oct 7, 2026 19d ago | 8-K | $35.07 | awaiting T+20 | — | $35.01 (−0.17%) |
Oct 5, 2026 21d ago | DEFA14A | $35.02 | awaiting T+20 | — | $35.01 (−0.03%) |
Oct 5, 2026 21d ago | 8-K | $35.02 | awaiting T+20 | — | $35.01 (−0.03%) |
Sep 10, 2026 6w ago | DEFA14A | $34.75 $35.07 | ▲ +0.92% | ▼ −1.20% | $35.01 (+0.75%) |
Sep 10, 2026 6w ago | 8-K | $34.75 $35.07 | ▲ +0.92% | ▼ −1.20% | $35.01 (+0.75%) |
Sep 1, 2026 7w ago | PREM14A | $34.70 $34.93 | ▲ +0.66% | ▼ −0.52% | $35.01 (+0.89%) |
US Market Status
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