Distribution Solutions Group Announces Filing of Shelf Registration Statement
March 17 2023 - 5:32PM
Business Wire
Company Reinstates Shelf Registration Statement
Under New Form S-3
Distribution Solutions Group, Inc. (NASDAQ:DSGR) ("DSG" or
the "Company"), a leading, multi-platform distribution company
providing high touch, value-added distribution solutions to the
maintenance, repair & operations (MRO), original equipment
manufacturer (OEM) and industrial technologies markets announced
today that it has filed a universal shelf registration statement on
Form S-3 with the Securities and Exchange Commission to register
one or more future offerings of up to $500 million of equity and
debt securities of the Company.
DSG (formerly Lawson Products) previously filed a universal
shelf registration statement on Form S-3 in May 2019 to register
one or more offerings of up to $200 million of equity and debt
securities of the Company which expired in May 2022. With the
filing of the Company’s Form 10-K on March 14, 2023, DSG determined
to reinstate its universal shelf registration statement to provide
the Company with greater flexibility to access the capital markets
in the future through the sale of securities if it becomes
advantageous for the Company and its stockholders. DSG currently
expects that the net proceeds of any such future offerings of
securities would be used for general corporate purposes, including,
without limitation, organic strategic initiatives, and acquisitions
as well as general working capital needs.
The shelf registration statement filed by the Company with the
Securities and Exchange Commission has not yet become
effective.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. Any offers,
solicitations of offers to buy, or any sales of securities will be
made in accordance with the registration requirements of the
Securities Act of 1933, as amended.
About Distribution Solutions Group,
Inc.
Distribution Solutions Group (“DSG”) is a best-in-class,
multi-platform specialty distribution company providing high touch,
value-added distribution solutions to the maintenance, repair &
operations (MRO), the original equipment manufacturer (OEM) and the
industrial technologies markets. DSG was formed through the
strategic combination of Lawson Products, a leader in MRO
distribution of C-parts, Gexpro Services, a leading global supply
chain services provider to manufacturing customers, and TestEquity,
a leader in electronic test & measurement solutions.
Through its collective businesses, DSG is dedicated to helping
customers lower their total cost of operation by increasing
productivity and efficiency with the right products, expert
technical support and fast, reliable delivery to be a one-stop
solution provider. DSG serves approximately 110,000 customers in
several diverse end markets supported by approximately 3,100
dedicated employees and strong vendor partnerships. DSG ships from
strategically located distribution and service centers to customers
in North America, Europe, Asia, South America and the Middle
East.
For more information on Distribution Solutions Group please
visit www.distributionsolutionsgroup.com.
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended,
that involve risks and uncertainties. The terms “aim,”
“anticipate,” “believe,” “contemplates,” “continues,” “could,”
“ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,”
“likely,” “may,” “might,” “objective,” “outlook,” “plan,”
“positioned,” “potential,” “predict,” “probable,” “project,”
“shall,” “should,” “strategy,” “will,” “would,” and other words and
terms of similar meaning and expression are intended to identify
forward-looking statements. Forward-looking statements can also be
identified by the fact that they do not relate strictly to
historical or current facts. Such forward-looking statements are
based on current expectations and involve inherent risks,
uncertainties and assumptions, including factors that could delay,
divert or change any of them, and could cause actual outcomes to
differ materially from current expectations. DSG can give no
assurance that any goal or plan set forth in forward-looking
statements can be achieved and DSG cautions readers not to place
undue reliance on such statements, which speak only as of the date
made. DSG undertakes no obligation to release publicly any
revisions to forward-looking statements as a result of new
information, future events or otherwise. Actual results may differ
materially from those projected as a result of certain risks and
uncertainties. Certain risks associated with DSG’s business are
also discussed from time to time in the reports DSG files with the
SEC, including DSG’s (formerly Lawson Products, Inc.) Annual Report
on Form 10-K for the fiscal year ended December 31, 2022, DSG’s
Quarterly Reports on Form 10-Q and DSG’s Current Reports on Form
8-K. In addition, the following factors, among others, could cause
actual outcomes and results to differ materially from those
discussed in the forward-looking statements: (i) whether or not the
terms of the earnout provisions in either of the merger agreements
will be satisfied such that DSG would be required to issue
additional shares of common stock in connection with the mergers;
(ii) unanticipated difficulties or expenditures relating to the
mergers; (iii) the risk that stockholder litigation in connection
with the mergers results in significant costs of defense,
indemnification and liability; and (iv) any problems arising in
combining the businesses of Lawson Products, TestEquity and Gexpro
Services, which may result in the combined company not operating as
effectively and efficiently as expected to any forward-looking
statements whether as a result of new information, future events or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230317005312/en/
Investor Relations: Distribution Solutions Group, Inc.
Ronald J. Knutson Executive Vice President and Chief Financial
Officer 773-304-5665
Investor Relations Contacts: Three Part Advisors, LLC
Steven Hooser or Sandy Martin 214-872-2710
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