Distribution Solutions Group: announces $700,000,000 senior notes offering

What happened On Oct 5, 2026, Distribution Solutions Group, Inc. (DSG) announced that Eclipse Acquisitions Merger Sub, Inc. (Escrow Issuer), a newly formed corporation controlled by LKCM Headwater Investments, LLC (LKCM Headwater), plans to offer $700,000,000 aggregate principal amount of Senior Notes due 2032 (the Notes), subject to market and other conditions. The filing states the Notes will initially be issued by the Escrow Issuer and the gross proceeds are expected to be placed into an escrow account pending satisfaction of conditions, including substantially concurrent consummation of the previously announced merger (the Merger).

Key details

• The Merger is pursuant to the Agreement and Plan of Merger dated Jul 15, 2026, among DSG, the Escrow Issuer, Eclipse Parent Acquisitions, LLC (Parent HoldCo), and Eclipse Intermediate Acquisitions, LLC (Intermediate HoldCo). Affiliates of LKCM Headwater will acquire all outstanding shares of DSG’s common stock not already owned by LKCM Headwater and its affiliates for $35.00 per share in cash.
• Upon consummation of the Merger, the Escrow Issuer will merge into DSG, DSG will become a wholly owned subsidiary of Intermediate HoldCo, DSG will assume the Escrow Issuer’s rights and obligations under the Notes, and DSG’s subsidiaries that are obligors under DSG’s existing credit agreement will become guarantors of the Notes.
• Use of proceeds (upon release from escrow and satisfaction of conditions): (i) pay the Share Acquisition Consideration to consummate the Merger, (ii) repay a portion of DSG’s outstanding indebtedness under its existing credit agreement, (iii) pay fees and expenses of the Offering, the Merger and related transactions, and (iv) general corporate purposes, including to finance future acquisitions.
• The Notes and related guarantees have not been and will not be registered under the Securities Act and are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.

Why it may matter This report was filed as Item 7.01 (Regulation FD disclosure), which covers public disclosure of material information; it announces the commencement of the Notes offering, summarizes the Merger terms and the proposed use of proceeds. The filing does not show why the company acted.