DSGR Sets Nov 27 Vote on $35.00/Share CEO-Led Take-Private
DSGR sits 84% above its 52-week low of $19.02 on elevated volume (2.0× avg).
Summary
DSGR filed the definitive proxy for its $35.00-per-share cash take-private by CEO J. Bryan King and LKCM Headwater, scheduling the special stockholder vote for November 27, 2026. Affiliates holding 78.5% have locked up the majority vote, leaving the separate disinterested-holder approval as the decisive condition.
Key Events · M&A and Partnerships · DSGR
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Special Meeting Set for November 27
Stockholders of record on September 30, 2026 (46,286,621 shares outstanding) will vote on the merger, the advisory golden-parachute proposal and an adjournment proposal at a virtual meeting on November 27, 2026 at 10:00 a.m. Central Time.
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$35.00 Cash Per Share
Each non-excluded share converts into $35.00 in cash, an 81.3% premium to the $19.31 close on March 13, 2026 before the initial $29.50 proposal was disclosed, and $5.50 above that initial bid.
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Disinterested Vote Is the Real Hurdle
Approval needs both a majority of all outstanding shares and a majority of votes cast by disinterested holders; the 36,357,588 shares (78.5%) held by affiliates are excluded from the second test.
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Financing Already in Escrow
Merger Sub sold $800 million of 10.000% Senior Notes due 2032 on October 15, 2026, with proceeds escrowed pending release conditions, alongside a $125 million equity commitment; the merger is not conditioned on financing.
Analysis · DSGR · Trade & Services
The definitive proxy now fixes the date for the last major condition: a November 27 stockholder vote on the $35.00-per-share cash buyout by CEO J. Bryan King and LKCM Headwater. With affiliated holders controlling 78.5% and a voting agreement signed, the ordinary majority is locked up; the decisive test is the separate majority-of-disinterested-holders vote required under Delaware Section 144, which the affiliates' shares cannot influence. New items also surface: six Section 220 demand letters (no lawsuits yet), the $800 million 10.000% notes already escrowed, the just-closed $145 million GradeEight deal, and preliminary Q3 revenue of $564-572 million with Normalized EBITDA of $55.3-59.0 million. At $34.94, the market is already pricing the deal as likely to close, with the $35.00 price only marginally above today's trading level.
How filings like this one have moved
In the 30 days to Oct 28, 2026, 38.5% of the 1020 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.49%. 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 $34.94 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.