DSGR to acquire Hisco for $269.1M plus earn-out up to $12.6M

Distribution Solutions Group, Inc.

Purchase price $269.1M (cash-free, debt-free) plus earn-out based on 2023 gross profit; max earn-out $12.6M if gross profit >= $114.951M.
Additional $37.5M in retention bonuses for Hisco employees staying 12+ months post-close.
Transaction not subject to financing condition; DSGR to fund via debt and equity.
Closing subject to antitrust clearance (HSR) and other customary conditions; termination fee of $15M payable by DSGR in certain circumstances.
Expected close by Dec 29, 2023, with possible extensions.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Distribution Solutions Group, Inc. entered into Purchase Agreement with HIS Company, Inc., HIS Company, Inc. Employee Stock Ownership Trust (as Seller), and Ellis Moseley (as Seller Representative) valued at $269,100,000 (effective 2023-03-30).

Action: entry
Agreement: asset purchase
Counterparty: HIS Company, Inc., HIS Company, Inc. Employee Stock Ownership Trust (as Seller), and Ellis Moseley (as Seller Representative)
Value: $269,100,000
Effective: 2023-03-30

Exact text from the filing

On March 30, 2023, Distribution Solutions Group, Inc., a Delaware corporation (the “ Company ”), entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with HIS Company, Inc., a Texas corporation (“ Hisco ”), HIS Company, Inc. Employee Stock Ownership Trust (the “ Seller ”), which is maintained pursuant to and in connection with the HIS Company, Inc. Employee Stock Ownership Plan, acting through GreatBanc Trust Company, not in its corporate capacity, but solely in its capacity as trustee (the “ Trustee ”) of the Seller, and Ellis Moseley, solely in his capacity as the representative of the Seller (the “ Seller Representative ”), for the acquisition of all of the issued and outstanding capital stock of Hisco (the “ Shares ”) from the Seller (the “ Transaction ”).

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Distribution Solutions Group, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-088229

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