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Companies · DSGR · Wholesale-Machinery, Equipment & Supplies · Acquisition · Sep 10, 2026

DSG pitches LKCM take-private with M&A upside, but offers no new terms

$35 take-privatepartly known
$35/share cash offer, already announced
Distribution Solutions Group, Inc. (DSGR) — what happened, in plain English, and what it means versus what the market expected.

The filing is an investor-persuasion document, not a new deal announcement. DSG is presenting LKCM’s case for taking the company private, while the merger and Schedule 13E-3 were already public before this filing. The presentation says the parties jointly filed the transaction statement on September 1, 2026. The published deal terms remain $35 per share in cash, so this filing does not improve the headline consideration.

Latest operating snapshotFigure
TTM revenue$2.05B (Financial Highlights)
TTM adjusted EBITDA$175.7M (GAAP to Non-GAAP Reconciliations)
TTM pro forma adjusted EBITDA$195.4M (GAAP to Non-GAAP Reconciliations)
Free cash flow conversion58.5% (Financial Highlights)
Net debt$669.2M (Total Net Leverage Ratio Reconciliation)
Total net leverage3.4x (Total Net Leverage Ratio Reconciliation)

The new information is the depth of the upside case, especially around M&A. The presentation says DSG completed the $44 million American Fasteners acquisition on September 1 and is evaluating six additional targets. Management and LKCM estimate roughly $74 million of aggregate pro forma adjusted EBITDA from AFC plus the six potential acquisitions and approximately $16 million of potential cost savings and synergies, but those six deals have no definitive agreements and remain subject to diligence and negotiation (Acquisition Pipeline).

The operating backdrop supports LKCM’s thesis, but it is not a fresh earnings beat. Recent second-quarter figures show revenue up 11% year over year to $558 million and adjusted EBITDA up 2% to $53.9 million, while free cash flow fell to $23.2 million year to date as working capital absorbed inventory investment (Recent Financial Performance Update; Net Working Capital and Free Cash Flow Reconciliations). The presentation says 2026 free cash flow reflects strategic inventory investment ahead of expected second-half growth.

Net read: strategically supportive, transaction-neutral. The filing strengthens the rationale for private ownership with better visibility into DSG’s platform, acquisition pipeline, and cost-savings opportunity, but it does not change the $35 offer, establish commitments for the six potential deals, or remove execution and leverage risk. Against the market’s standing expectation—completion of an already-announced take-private—the filing is mostly confirmation with incremental detail, making the scorecard a factual $35 take-private rather than a new positive deal catalyst.

Read the original 8-K on SEC EDGAR ↗
More from Distribution Solutions Group, Inc. (DSGR)
Aug 6, 2026Strong sales and adjusted EPS beat, but the take-private deal remains the real headline.All DSGR filings, decoded →
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