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Fairness Opinion Detail

Distribution Solutions Group, Inc. to LKCM Headwater Investments, LLC

Industrials/Jul 2026/William Blair

Deal Information

Target
Distribution Solutions Group, Inc.
Acquiror
LKCM Headwater Investments, LLC
Target Type
Public
Acquiror Type
Financial
Advisors
William Blair

Transaction Metrics

Enterprise Value
$2.3B
EV / LTM Sales
EV / LTM EBITDA
13.5x
EV / Fwd EBITDA
11.5x

Advisor Transaction Comparables

Comparable transactions cited by the advisor, excluding the subject transaction.

Advisor: William Blair

12 comps
Apr 2026TopBuild Corp.QXO, Inc.$17.0B-14.8x-
Aug 2025Foundation Building Materials, LLC
LTM EBITDA for the CY ending December 31, 2024, as reported in the 8-K filed by Lowe’s Companies, Inc. on August 20, 2025.
Lowe’s Companies, Inc.$8.8B-13.9x-
Aug 2025HVAC Division of NSI Industries
LTM EBITDA for the CY ending December 31, 2024, as reported in the Lennox International Inc.’s investor presentation filed on August 18, 2025.
Lennox International Inc.$550M-10.0x-
Jun 2025GMS, Inc.Home Depot, Inc.$5.6B-11.1x-
Mar 2025Beacon Roofing Supply, Inc.QXO, Inc.$10.7B-11.5x-
Nov 2024Hydradyne LLC
LTM EBITDA expected to be contributed by Hydradyne LLC within 12 months of transaction closing as disclosed in 8-K filed on November 22, 2024.
Applied Industrial Technologies, Inc.$273M-9.1x-
Mar 2024SRS Distribution, Inc.
LTM EBITDA for CY ended December 31, 2023, as reported in Home Depot, Inc.’s investor presentation filed on March 28, 2024.
Home Depot, Inc.$18.3B-17.3x-
Mar 2023Hisco, Inc.
LTM EBITDA for the fiscal year ending October 31, 2022, as reported in the transaction 8-K filed by DSG on March 31, 2023. EV includes $37.5 million in retention bonuses to Hisco, Inc. employees.
Distribution Solutions Group, Inc.$307M-10.8x-
Jun 2022Industrial Businesses of Roper Technologies, Inc.
LTM EBITDA for the calendar year 2021, as reported in the transaction press release filed by Roper on June 1, 2022. Excludes $51 million in performance based earnouts.
Clayton, Dubilier & Rice, LLC$2.6B-10.0x-
Dec 2021Kaman Distribution Group
Represents LTM EBITDA for the calendar year 2022, as reported in the investor presentation filed by Genuine Parts Company on December 16, 2021.
Genuine Parts Company$1.3B-13.8x-
Nov 2020HD Supply Holdings, Inc.Home Depot, Inc.$8.0B-16.1x-
Sep 2020Windy City Wire Cable & Technology Products LLC
LTM EBITDA for the calendar year 2020, as reported in the Diploma investor presentation filed on September 22, 2020.
Diploma PLC$450M-10.1x-
Mean-12.4x-
Median-11.3x-

DCF Assumptions

Discount rate and terminal value assumptions the advisor selected for its discounted cash flow analysis.

William Blair

Open
WACC
9.0% – 11.0%
Terminal method
Perpetuity growth
Terminal assumption
2.0% – 3.0%
Forecast basis
Revised Projections (management), plus PV of tax savings from $4 million of federal NOLs
Forecast period
fiscal years ending December 31, 2026 through December 31, 2030
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