Distribution Solutions Group said it will be taken private by affiliates of LKCM Headwater Investments in a cash deal valuing the company’s shares at $35.00 each.
The price is $5.50 above LKCM Headwater’s initial non-binding offer of $29.50 a share made on March 14, 2026. It also represents an 81% premium to DSG’s closing price of $19.31 on March 13, the last trading day before the proposal was disclosed.
LKCM Headwater and its affiliates already own about 79% of DSG’s outstanding common stock. If the deal closes, they will own 100% of the company, and DSG’s shares will be delisted from Nasdaq.
The board formed a special committee of disinterested directors after receiving the initial proposal. That committee unanimously approved the transaction and recommended board approval. The board then approved the deal, with certain directors recusing themselves.
The closing still needs customary approvals, including the end or termination of the Hart-Scott-Rodino waiting period, the absence of legal restraints, and approval by a majority of votes cast by DSG shareholders not affiliated with LKCM Headwater.
DSG said the transaction is not subject to a financing condition. The company amended its credit agreement with JPMorgan Chase so revolving loan proceeds may be used to help finance the deal, subject to the agreement’s terms and conditions.
William Blair is advising the special committee, while J.P. Morgan Securities is advising LKCM Headwater. As a result of these announcements, the company's shares have moved 0.06% on the market, and are now trading at a price of $34.45. Check out the company's full 8-K submission here.
