The stock is trading at $35.05, essentially at the $35.00 deal price, leaving negligible arbitrage spread. The key catalyst is the special meeting vote and any potential dissident appraisal actions. Monitor for the definitive proxy and vote date.
Price Chart
Executive Summary
Distribution Solutions Group (DSGR) filed Amendment No. 1 to its Schedule 13E-3, updating the going-private transaction statement for the merger with Eclipse affiliates. The filing confirms that LKCM Headwater and affiliates, who beneficially own approximately 78.5% of DSGR common stock, will acquire the remaining public shares for $35.00 per share in cash. The stock is trading at $35.05 as of October 19, 2026, essentially at the deal price, indicating the market expects the merger to close as planned in Q4 2026.
Key Facts
- Merger consideration: $35.00 per share in cash.
- LKCM Headwater and affiliates beneficially own ~78.5% of outstanding shares.
- As of September 30, 2026, 46,286,621 shares of common stock were issued and outstanding.
- Stock closed at $35.05 on October 19, 2026, essentially at the deal price.
- The merger will result in delisting from Nasdaq and deregistration under the Exchange Act.
- Special Committee and Board (excluding conflicted directors) unanimously recommend approval.
- William Blair provided a fairness opinion.
- No financing contingency — equity commitment letter from LKCM Headwater Investments IV, L.P. in place.
- Merger expected to close in Q4 2026, subject to shareholder and disinterested stockholder approval.
Financial Impact
Total equity value of the going-private transaction is approximately $1.62 billion based on 46,286,621 shares at $35.00 per share.
Risk Factors
- Risk of shareholder litigation or appraisal demands delaying or altering deal terms.
- Risk that disinterested stockholder vote fails, though controlling shareholder support (~78.5%) makes this unlikely.
- Risk of regulatory or antitrust issues, though none disclosed.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC 13E-3/A Filing (Primary) | 0001193125-26-426848 |
| Document: 0001193125-26-426848-index-headers.html | 0001193125-26-426848 |
| Document: 0001193125-26-426848-index.html | 0001193125-26-426848 |
| Document: 0001193125-26-426848.txt | 0001193125-26-426848 |
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 8w ago | PREM14A | $34.70 $34.93 | ▲ +0.66% | ▼ −0.52% | $35.01 (+0.89%) |
US Market Status
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