DSG Escrow Issuer plans $700M senior notes due 2032 to help fund LKCM Headwater's $35.00/share take-private

Distribution Solutions Group, Inc.

$700M aggregate principal amount of Senior Notes due 2032 to be issued initially by Eclipse Acquisitions Merger Sub, Inc., a newly formed entity controlled by LKCM Headwater Investments, LLC.
Gross proceeds go into escrow pending the merger; DSG would then assume the notes and its credit-agreement obligors would become guarantors.
Take-private terms: LKCM Headwater affiliates to acquire all DSG shares they don't already own for $35.00 per share in cash; merger needs DSG stockholder approval.
Proceeds plus an LKCM Headwater equity contribution fund the $35.00/share purchase price, repay part of DSG's existing credit agreement debt, pay deal fees and fund general purposes.
Notes are unregistered, offered only to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S; closing conditions are not assured.

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