UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Introductory Note
| • | an Agreement and Plan of Merger (the “TestEquity Merger Agreement”) by and among (i) LKCM TE Investors, LLC, a Delaware limited liability company (the “TestEquity Equityholder”), (ii) TestEquity Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the TestEquity Equityholder (“TestEquity”), (iii) the Company and (iv) Tide Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub 1”), pursuant to the terms and subject to the conditions of which the parties agreed, among other things, that Merger Sub 1 would merge with and into TestEquity, with TestEquity surviving the merger as a wholly-owned subsidiary of the Company (the “TestEquity Merger”); and |
| • | an Agreement and Plan of Merger (the “Gexpro Services Merger Agreement” and, together with the TestEquity Merger Agreement, the “Merger Agreements”) by and among (i) 301 HW Opus Investors, LLC, a Delaware limited liability company (the “Gexpro Services Stockholder”), (ii) 301 HW Opus Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of the Gexpro Services Stockholder (“Gexpro Services”), (iii) the Company and (iv) Gulf Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub 2”), pursuant to the terms and subject to the conditions of which the parties agreed, among other things, that Merger Sub 2 would merge with and into Gexpro Services, with Gexpro Services surviving the merger as a wholly-owned subsidiary of the Company (the “Gexpro Services Merger” and, together with the TestEquity Merger, the “Mergers”). |
On April 4, 2022, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Initial Form 8-K”) to disclose, among other matters, that the Company had consummated the Mergers. This Form 8-K/A amends the Initial Form 8-K to provide the financial statements of TestEquity, the financial statements of Gexpro Services and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Initial Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired
TestEquity
The audited consolidated financial statements of TestEquity and its subsidiaries as of and for the years ended December 31, 2021 and December 31, 2020, the notes related thereto and the independent auditor’s report of Grant Thornton LLP related thereto are filed as Exhibit 99.1 hereto and are hereby incorporated herein by reference.
Gexpro Services
The audited consolidated financial statements of Gexpro Services and its subsidiaries as of and for the year ended December 31, 2021, and as of December 31, 2020, and for the periods from February 23, 2020 through December 31, 2020, the notes related thereto and the independent auditor’s report of RSM US LLP related thereto are filed as Exhibit 99.2 hereto and are hereby incorporated herein by reference.
The audited combined abbreviated financial statements of the Gexpro Services business of Rexel USA, Inc. (predecessor of 301 HW Opus Holdings, Inc.) for the period from January 1, 2020 through February 23, 2020, the notes related thereto and the independent auditor’s report of RSM US LLP related thereto are filed as Exhibit 99.3 hereto and are hereby incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of the Company, TestEquity and Gexpro Services as of and for the year ended December 31, 2021 and the notes related thereto are filed as Exhibit 99.4 hereto and are hereby incorporated herein by reference.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DISTRIBUTION SOLUTIONS GROUP, INC. | ||||||
| (Registrant) | ||||||
| Date: June 15, 2022 | By: | /s/ Ronald J. Knutson | ||||
| Name: | Ronald J. Knutson | |||||
| Title: | Executive Vice President, Chief Financial Officer and Treasurer | |||||