CSW INDUSTRIALS, INC. (CSW): M&A transaction — CSW completes acquisition of MARS Parts for ~$650M cash, funded with new $600M term loan

CSW INDUSTRIALS, INC.

Base purchase price $650M cash plus up to $20M earn-out based on gross sales targets.
Price equals 10.4x pro-forma TTM EBITDA adjusted for synergies; MARS Parts adj. TTM EBITDA $52.3M.
Financed with new $600M 5-year Term Loan A and extended $700M revolving credit facility.
$300M 3-year SOFR interest rate hedge implemented to mitigate floating-rate exposure.
Adds ~200 employees; expands HVAC/R product mix toward repair/replacement versus installations.

item 1.01 item 2.01 item 2.03 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

CSW INDUSTRIALS, INC. completed an acquisition involving Dusk Intermediate Holdings II, LLC for $650 million in cash (closed 2025-11-04).

Action: acquisition
Counterparty: Dusk Intermediate Holdings II, LLC
Consideration: $650 million in cash
Closing: 2025-11-04

Exact text from the filing

On November 4, 2025, pursuant to the terms and conditions of the Purchase Agreement, RectorSeal purchased all of the issued and outstanding shares of common stock of Dusk Acquisition Corporation, a Delaware corporation (“ Dusk ”), and its wholly owned subsidiaries, Motors & Armatures, LLC, a Delaware limited liability company, and HVAC South, LLC, a Delaware limited liability company (collectively, “ MARS Parts ”), from the Seller for a base purchase price of $650 million in cash (the “ Purchase Price ”), subject to certain customary adjustments (the “ Transaction ”).

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CSW INDUSTRIALS, INC. filing history →

Source: SEC EDGAR

accession 0001193125-25-264609

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