DSGR Files SC 13E3 with Full Fairness Opinion and $370.7M Transaction Value
DSGR sits 83% above its 52-week low of $19.02.
Summary
DSGR filed its Schedule 13E-3 going-private transaction statement, including William Blair's fairness opinion and valuation analyses supporting the $35.00 per share cash merger with the LKCM-led buyer group.
Key Events · M&A and Partnerships · DSGR
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SC 13E3 Filed for Going-Private Merger
Distribution Solutions Group filed its Rule 13e-3 transaction statement for the $35.00 per share cash merger with Eclipse Parent Acquisitions, an LKCM-affiliated entity. The filing incorporates the preliminary proxy statement and confirms the merger will take the company private.
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Transaction Value Quantified at $370.7M
The filing fee table values the transaction at $370,709,453.52, covering 9,909,624 shares held by disinterested stockholders at $35.00 per share, plus vested RSUs, options, SPRs, and company stock units.
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William Blair Fairness Opinion and Valuation Exhibits
Exhibits include William Blair's complete valuation analyses: DCF (implied equity value $24.86-$42.63 per share), LBO analysis ($26.61-$37.00), precedent transactions (median 11.3x LTM EBITDA), and public comparables (median 14.4x CY2026E EBITDA). The $35.00 price implies 13.5x LTM EBITDA.
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Negotiation History Revealed
The exhibits document the Special Committee's negotiations: LKCM's initial $29.50 offer was countered at $39.50, revised to $31.00, then $32.75, $34.00, and finally $35.00 per share. The final price represents an 81.3% premium to the undisturbed price of $19.31 on March 13, 2026.
Analysis · DSGR · Trade & Services
The SC 13E3 formalizes the going-private transaction and includes William Blair's complete valuation analyses supporting the $35.00 per share price. The filing fee table quantifies the transaction value at $370.7 million for the 9.9 million shares held by disinterested stockholders. The exhibits reveal the Special Committee's negotiation history — LKCM's initial $29.50 offer was countered at $39.50, with the final $35.00 price representing an 81.3% premium to the undisturbed price of $19.31. Termination fees of $22.2M (parent) and $9.3M (company) are now disclosed. This is the definitive regulatory filing for the merger, providing the fairness opinion and valuation detail that minority shareholders need to evaluate the deal.
How filings like this one have moved
In the 30 days to Sep 11, 2026, 36.1% of the 1753 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.04%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, DSGR was trading at $34.79 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $1.6B. The 52-week trading range was $19.02 to $35.06. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.