Distribution Solutions Group, Inc. · NASDAQ:DSGR
Distribution Solutions — Lawson Products Inc/New — Merger or Acquisition (December 2021)
12 slides from Distribution Solutions's merger presentation, Dec 29, 2021
Slide 1: Strategic Merger Presentation December 2021
Strategic Merger Presentation December 2021 best-in-class specialty distribution Holding Company Exhibit 99.2
Slide 2: Safe Harbor
Safe Harbor Additional Information about the Proposed Combination and Where to Find It In connection with (i) the proposed transactions between Lawson Products, Inc. (“Lawson”), TestEquity Acquisition, LLC (“TestEquity”) and LKCM TE Investors, LLC (the “TestEquity Equityholder”), including the propo
Slide 3: Strategic Combination Overview
Leading independent North American Test & Measurement distributor Secular tailwinds from 5G and electrification Built-in organic growth with service and calibration capabilities Sticky customer relationships due to robust, highly specialized solder product offering Highly evolved digital strategy le
Slide 4: Estimated Pro Forma Financials & Ownership
Estimated Pro fORMA Financials & Ownership Revenue(1) Adjusted EBITDA(1) Free Cash Flow (1)(2) Enterprise Value Allocation Pro Forma Equity Ownership % Valuation & Pro Forma Ownership(3)(4) > $1 billion > $100mm ~$90mm Net Debt Financial information represents pro forma calendar year 2021 estimated
Slide 5: Durable Business with Diverse Demand Drivers
Durable Business with Diverse Demand Drivers Embedded Growth and Improvement Opportunities Exposure to production + maintenance demand smooths cyclical impacts 120,000+ customers with highly embedded customer services Significant end market diversity across North America, Europe and Asia World-class
Slide 6: Significant Acquisition Opportunities across Large, Highly Fragmented Markets
significant Acquisition Opportunities across Large, Highly Fragmented Markets (1) Market size represent management estimates and apply to specific categories offered by the specific companies in each market … With an Active Pipeline in Multiple Attractive Markets Significant Momentum with Recent Acq
Slide 7: Highly Attractive to Lawson Shareholders
Highly Attractive to Lawson Shareholders Cash EPS calculated as (Net Income (excluding potential transaction fees) + Depreciation & Amortization) / Fully Diluted Shares Outstanding Free Cash Flow Conversion calculated as (Adjusted EBITDA – Capital Expenditures) / Adjusted EBITDA Market size represen
Slide 8: Transaction Overview
Transaction Overview (1) Pro Forma Equity Ownership excludes Holdback Shares, which may be issued to Gexpro Services & TestEquity post-closing upon achievement of certain objectives in the merger agreements Transaction Structure Leadership & Governance Approvals & Timing All-stock transaction with L
Slide 9: LKCM Headwater Introduction
LKCM HEADWATER Introduction Privately owned SEC-registered investment advisor Founded in 1979 with over 50 investment professionals ~$25 billion of assets under management (9/30/21) Primarily long-term, long-equity focused for taxable individuals and families Private equity arm of LKCM Over 100 year
Slide 10: LKCM Headwater & Management Alignment with shareholders
LKCM Headwater & Management Alignment with shareholders LKCM, its affiliates and management receive no cash proceeds and sell no shares in combination LKCM, its affiliates and management maintain a substantial investment in the holding company (~75%) LKCM and affiliates receive no financial compensa
Slide 11: Holding Company Investment Summary
Holding Company investment Summary Combined estimated pro forma annual revenue of more than $1 billion and combined estimated pro forma annual adjusted EBITDA of more than $100 million(1) Balanced mix of production (OEM) and maintenance/aftermarket (MRO) serving 120,000+ longstanding customers reduc
Slide 12: Investor Contacts
Investor Contacts Steven Hooser or Dave Mossberg Three Part Advisors, LLC (214) 872-2710 shooser@threepa.com, dmossberg@threepa.com And see our Website at: www.lawsonproducts.com www.testequity.com www.gexproservices.com
Lawson Products Inc/New — Merger or Acquisition (December 2021) on 6ix