Distribution Solutions Group, Inc.: prices $800,000,000 senior notes offering

What happened

• Distribution Solutions Group, Inc. announced on Oct 7, 2026 that Eclipse Acquisitions Merger Sub, Inc. (the “Escrow Issuer”), controlled by LKCM Headwater Investments, LLC, priced an offering of $800,000,000 aggregate principal amount of 10.000% senior notes due 2032.
• The aggregate principal amount was increased to $800,000,000 from a previously announced $700,000,000, and the Offering is expected to close on Oct 15, 2026, subject to customary closing conditions.

Key details

• The Notes will initially be issued by the Escrow Issuer and the gross proceeds will be placed into an escrow account pending satisfaction of certain conditions, including the substantially concurrent consummation of the previously announced merger.
• The merger is pursuant to the Agreement and Plan of Merger dated Jul 15, 2026, under which affiliates of LKCM Headwater will acquire outstanding DSG common stock not already owned by LKCM Headwater for $35.00 per share in cash, and the Escrow Issuer will merge into DSG, at which point DSG would assume the Notes and certain DSG subsidiaries would become guarantors.
• Upon release from escrow (if conditions are satisfied), proceeds from the Offering together with an equity contribution from LKCM Headwater are expected to be used to (i) pay the $35.00 per share share acquisition consideration, (ii) repay a portion of DSG’s outstanding indebtedness under its credit agreement, (iii) pay fees and expenses of the Offering and Merger, and (iv) for 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

• The filing is Item 7.01 (Regulation FD disclosure) and reports the pricing of the Escrow Issuer’s $800,000,000 senior notes offering and related terms of the planned merger described in the agreement dated Jul 15, 2026.
  This filing does not show why the insider traded or why the company acted.