Filing Flows › Distribution Solutions Group (DSGR) › Takeover & LBO
Is Distribution Solutions Group (DSGR) a takeover target?
A leveraged buyout at today's price plus 30% ($45.47 a share) would return about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $24.61 a share (−30% against today's $34.98). Historically 3.7% of companies with its figures were bought within a year (0.73× the average). Latest signal (2026-10-29): Distribution Solutions Group sets vote on $35-per-share go-private deal.
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $45.47 | today's $34.98 plus 30% |
| × shares | 47.1 million | |
| = Equity value | $2.1B | |
| + Debt refinanced | $724M | |
| − Cash | $63.2M | |
| = Enterprise value | $2.8B | 18.1× EBITDA of $155M |
| Fees | $56.0M | 2% of the price |
| New debt | $851M | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $2.0B | 70% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $2.2B | $165M | $65.1M | $64.2M | $787M |
| Year 2 | $2.4B | $174M | $60.2M | $75.7M | $711M |
| Year 3 | $2.5B | $183M | $54.4M | $87.4M | $624M |
| Year 4 | $2.6B | $190M | $47.7M | $99.1M | $525M |
| Year 5 | $2.7B | $195M | $40.1M | $111M | $414M |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 14.9× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $2.9B | |
| − Debt left | $414M | |
| = Buyer's equity | $2.5B | |
| Money multiple | 1.25× | on $2.0B put in |
| Buyer's yearly return (IRR) | 4.5% |
Price against return
What the buyer makes at other premiums over today's $34.98; the IRR reaches 20% at $24.61 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $38.48 | 8.4% |
| 20% | $41.98 | 6.3% |
| 30% | $45.47 | 4.5% |
| 40% | $48.97 | 2.8% |
| 50% | $52.47 | 1.3% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $2.1B | |
| EBITDA, last 12 months | $155M | 7.3% of revenue |
| Depreciation and amortization | $80.3M | |
| Capital spending | $16.4M | |
| Debt | $724M | |
| Cash | $63.2M | |
| Share price | $34.98 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 6.6% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 30% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Distribution Solutions Group would cost about $48.97 a share, $2.3B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 14.7% | $40.12 | $1.9B |
| Median | 40% | $48.97 | $2.3B |
| High end (a quarter paid more) | 60.2% | $56.04 | $2.6B |
The odds, from history
Historically 3.7% of companies with its figures were bought within a year (0.73× the average). Its figures put it in decile 3 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Rumors and deal signals
- 2026-10-29 · news · Distribution Solutions Group sets vote on $35-per-share go-private deal
- 2026-10-28 · DEFM14A · Merger proxy (DEFM14A)
- 2026-09-01 · deal · Agreed sale to and into the Company at $35.0 cash a share · pending
- 2026-09-01 · SC 13E3 · Going-private statement (Schedule 13E-3)
Distribution Solutions Group's latest quarter
Distribution Solutions Group, Q3 2026: revenue $574M (+11% year over year), operating margin 4.4%, net earnings $8.9M, operating cash flow $18.7M. The chart follows the revenue to costs, profit and cash.
Questions
Is Distribution Solutions Group being acquired?
The latest signal on file is from 2026-10-29: Distribution Solutions Group sets vote on $35-per-share go-private deal. A headline is not a deal; Filing Flows lists the news, 8-K filings and 13D filings about a sale.
Could private equity buy Distribution Solutions Group?
A leveraged buyout at today's price plus 30% ($45.47 a share) would return about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $24.61 a share (−30% against today's $34.98).
What would a takeover of Distribution Solutions Group cost?
Takeovers in its sector paid a median premium of 40% over the share price before the deal (the middle half 14.7% to 60.2%), according to the 20 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Distribution Solutions Group would cost about $48.97 a share, $2.3B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.