---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-163984"
form_type: "8-K"
ticker: "DSGR"
cik: "0000703604"
company_name: "Distribution Solutions Group, Inc."
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T04:23:43.848243+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# DSG completes $269.1M acquisition of Hisco; funded via credit facility and equity offering

## Summary
- Paid $269.1M at closing; potential earn-out up to $12.6M based on Hisco's 2023 gross profit targets.
- Hisco had FY2022 sales >$400M and adjusted EBITDA ~$29M; acquisition expected to be accretive on adjusted basis in 2023.
- Also to pay $37.5M in retention bonuses to Hisco employees staying 12+ months after close.
- Financed via expanded credit facility (approx. $591.3M term loans outstanding) and equity rights offering.
- Combines Hisco's 38 locations with TestEquity to create one of largest electronics design/production suppliers.

## SEC filing metadata
- accession: 0001193125-23-163984
- form_type: 8-K
- ticker: DSGR
- cik: 0000703604
- company_name: Distribution Solutions Group, Inc.
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/703604/000119312523163984/0001193125-23-163984-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/703604/000119312523163984/d511994d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-163984
- JSON: https://secwatch.observer/filing/0001193125-23-163984.json
- Plain text: https://secwatch.observer/filing/0001193125-23-163984.txt

## Key facts
- M&A Transactions
  Distribution Solutions Group, Inc. completed an acquisition involving HIS Company, Inc. Employee Stock Ownership Trust for $269,100,000, subject to certain adjustments, and an earn-out payment (closed 2023-06-08).
  - Action: acquisition
  - Counterparty: HIS Company, Inc. Employee Stock Ownership Trust
  - Consideration: $269,100,000, subject to certain adjustments, and an earn-out payment
  - Closing: 2023-06-08
  source text: On the Closing Date, the Transaction was consummated. In accordance with the Purchase Agreement, the Company acquired all of the Shares, on a cash-free, debt-free basis, for an aggregate purchase price equal to (1) $269,100,000, subject to certain adjustments set forth in the Purchase Agreement and (2) an earn-out payment (the “ Earn-Out Payment ”) payable pursuant to the terms of the Purchase Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/703604/000119312523163984/0001193125-23-163984-index.htm
- Material Agreements
  Distribution Solutions Group, Inc. amended First Amendment to Amended and Restated Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent valued at $305 million Incremental Term Loan (effective 2023-06-08).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent
  - Value: $305 million Incremental Term Loan
  - Effective: 2023-06-08
  source text: On June 8, 2023 (the “ Closing Date ”), the Company and certain of its subsidiaries entered into the First Amendment to Amended and Restated Credit Agreement (the “ First Amendment ”), dated as of June 8, 2023 (the “ First Amendment Effective Date ”), which amends that certain Amended and Restated Credit Agreement, dated as of April 1, 2022 (as amended by the First Amendment, the “ Amended and Restated Credit Agreement ”), by and among the Company, certain subsidiaries of the Company as borrowers or guarantors, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/703604/000119312523163984/0001193125-23-163984-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.