DSGR Proxy Amendment No. 2 Details $35.00 Cash Buyout and William Blair Fairness Range
DSGR sits 84% above its 52-week low of $19.02.
Summary
Amendment No. 2 to the proxy for DSGR's $35.00-per-share cash take-private by CEO J. Bryan King and LKCM Headwater adds William Blair's full fairness analyses and updated financing and acquisition disclosures ahead of the special meeting.
Key Events · M&A and Partnerships · DSGR
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Special Meeting Set on $35.00 Cash Merger
Stockholders vote on adopting the July 15, 2026 merger agreement under which each share converts into $35.00 in cash; the board, minus recused directors King and Wallace, recommends approval.
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Double Vote Hurdle Protects Minority
Approval needs a majority of all 46,286,621 shares outstanding plus a majority of votes cast by disinterested holders; the 36,357,588 shares (78.5%) held by affiliates count only toward the first test.
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Fairness Range Brackets Deal Price
William Blair's discounted cash flow produced $24.86 to $42.63 per share and its leveraged buyout analysis $26.61 to $37.00, against the $35.00 consideration; the implied 13.5x LTM Adjusted EBITDA sits inside the 8.6x-26.8x selected-company range.
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Financing Locked, Not a Closing Condition
Funding is roughly $384 million, about $358 million of merger consideration plus $26 million of fees, from a $125 million equity commitment and $800 million of 10.000% notes sold October 15, 2026 and held in escrow; a $22,234,650 reverse termination fee applies if buyers fail to close.
Analysis · DSGR · Trade & Services
Minority holders of this take-private led by CEO J. Bryan King and LKCM Headwater, which already own 78.5% of the stock, receive $35.00 cash. That is an 81.3% premium to the $19.31 unaffected price before the initial $29.50 proposal, and the board's special committee negotiated the price up $5.50. The vote carries an unusual double hurdle: a majority of all shares outstanding plus a majority of votes cast by disinterested holders, so the controlling bloc's 78.5% cannot carry it alone. William Blair's own DCF range of $24.86 to $42.63 and LBO range of $26.61 to $37.00 bracket the deal price, meaning the fairness case rests on process and the absence of a realistic third-party bid rather than on a bargain valuation. Financing is committed and not a closing condition: $125 million of equity plus $800 million of 10.000% notes already sold into escrow, with a $22.2 million reverse termination fee if the buyers walk.
How filings like this one have moved
In the 30 days to Oct 28, 2026, 36.5% of the 953 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.66%. 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 $35.01 on NASDAQ in the Trade & Services sector, with a market capitalization of approximately $1.6B. The 52-week trading range was $19.02 to $35.30. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.