secwatch.observer — SEC 8-K summary
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Issuer:     Distribution Solutions Group, Inc. (DSGR)
CIK:        0000703604
Form:       8-K
Filed at:   2026-10-05T11:45:09+00:00
Accession:  0001193125-26-413150
Event type: debt
Sentiment:  neutral
Materiality: 0.62
Item codes: 7.01, 9.01
LLM model:  deepseek-v4.1-flash:cloud@v2

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

Source:
  EDGAR index:    https://www.sec.gov/Archives/edgar/data/703604/000119312526413150/0001193125-26-413150-index.htm
  Primary doc:    https://www.sec.gov/Archives/edgar/data/703604/000119312526413150/d157566d8k.htm
  HTML page:      https://secwatch.observer/filing/0001193125-26-413150

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