| | Item 4 is hereby supplemented as follows:
On July 15, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Eclipse Parent Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of HW4 ("Parent"), Eclipse Intermediate Acquisitions, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Intermediate"), and Eclipse Acquisitions Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Intermediate ("Merger Sub"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, and in accordance with applicable law, Merger Sub will merge with and into the Issuer (the "Merger" and, together with the other transactions contemplated by the Merger Agreement, collectively, the "Transactions"), with the Issuer continuing as the surviving corporation, becoming a wholly owned subsidiary of Intermediate and an indirect wholly owned subsidiary of Parent. The Merger Agreement is attached hereto as Exhibit 1 and incorporated by reference herein.
On the date and at the time at which the Merger becomes effective (the "Effective Time"), by virtue of the Merger and without any action on the part of the Issuer, Parent, Intermediate, Merger Sub or the holders of any shares of Common Stock or any shares of capital stock of Merger Sub, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock that are beneficially owned, directly or indirectly, by the Reporting Persons, (ii) shares of Common Stock held in treasury or by a wholly owned subsidiary of the Issuer, and (iii) shares of Common Stock held by stockholders who are entitled to and have properly exercised and not withdrawn appraisal rights under applicable law) will be automatically cancelled and converted into and shall thereafter represent only the right to receive an amount in cash per share equal to $35.00, without interest (the "Merger Consideration"). In addition, the Reporting Persons expect to contribute all of their respective shares of Common Stock issued and outstanding immediately prior to the Effective Time to Parent in exchange for limited liability company interests of Parent.
In connection with the Merger Agreement, HW4 delivered (i) a commitment letter (the "Equity Commitment Letter") to Parent, Intermediate and Merger Sub, confirming that, subject to the terms and conditions contained therein, it is committed to purchase, or cause one or more of its affiliates to purchase, directly or indirectly, equity securities of Parent up to an aggregate amount equal to $125,000,000 to fund a portion of the amounts payable in connection with the Transactions and (ii) a limited guarantee (the "Limited Guarantee") to the Issuer pursuant to which, subject to the terms and conditions contained therein, HW4 will guarantee Parent's obligations to pay the Reverse Termination Fee (as defined in the Merger Agreement), if and when due and payable under the Merger Agreement as well as certain other payment obligations of Parent, such amount to not exceed $30 million in the aggregate. The Equity Commitment Letter and the Limited Guarantee are attached hereto as Exhibit 2 and Exhibit 3, respectively, and are incorporated by reference herein.
In connection with the Merger Agreement, LKCM entered into a Voting and Support Agreement (the "Voting Agreement") with the Issuer, pursuant to which LKCM agreed, subject to the terms and conditions contained therein, to vote (or cause to be voted) all shares of Common Stock beneficially owned by the Reporting Persons (i) in favor of the adoption of the Merger Agreement and the approval of the Merger and the other Transactions and (ii) against any alternative acquisition proposal and against any action or agreement that would reasonably be expected to impede, delay or prevent consummation of the Merger. Under the Voting Agreement, LKCM also agreed to waive any appraisal rights under applicable law with respect to the shares of Common Stock held by the Reporting Persons in connection with the Merger. The Voting Agreement is attached hereto as Exhibit 4 and incorporated by reference herein.
Consummation of the Merger is subject to customary closing conditions, including, among others: (i) adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon; (ii) approval of the Transactions by the affirmative vote of a majority of the votes cast by the Issuer's disinterested stockholders (as such term as defined under applicable law) of the Issuer in respect of the Transactions, which shall not include the Reporting Persons and other persons as identified in the Merger Agreement; (iii) the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iv) the absence of any law or order that enjoins, restrains or otherwise prohibits or makes illegal the Merger; (v) no Material Adverse Effect (as defined in the Merger Agreement) having occurred since the date of the Merger Agreement; and (vi) other customary conditions, including the accuracy of the parties' respective representations and warranties (subject to customary materiality qualifiers) and material compliance with covenants as set forth in the Merger Agreement. The Merger Agreement may be terminated by either party if the Merger has not been consummated on or before December 31, 2026, subject to certain limitations and potential extensions as set forth in the Merger Agreement.
The foregoing descriptions of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee and the Voting Agreement are qualified in their entirety by reference to the agreements and documents incorporated by reference herein. |
| (b) | PDP has sole voting and dispositive power over 3,578,228 shares of Common Stock.
LIP has sole voting and dispositive power over 552,500 shares of Common Stock.
HW2 has sole voting and dispositive power over 1,184,652 shares of Common Stock.
Sidecar does not have voting and dispositive power over any shares of Common Stock.
HWLI has sole voting and dispositive power over 3,522,988 shares of Common Stock.
HW3 does not have voting or dispositive power over any shares of Common Stock.
HW4 has sole voting and dispositive power over 3,434,044 shares of Common Stock.
Gexpro Investors has sole voting and dispositive power over 16,000,000 shares of Common Stock.
TestEquity Investors has sole voting and dispositive power over 8,000,000 shares of Common Stock.
Micro has sole voting and dispositive power over 56,470 shares of Common Stock.
Core has sole voting and dispositive power over 23,182 shares of Common Stock.
LKCM has sole voting and dispositive power over 36,357,588 shares of Common Stock.
J. Luther King, Jr. has sole voting and dispositive power over 36,357,588 shares of Common Stock.
J. Bryan King has sole voting and dispositive power over 35,838,638 shares of Common Stock. |
| | Exhibit 1 - Agreement and Plan of Merger, dated July 15, 2026, by and among the Issuer, Eclipse Parent Acquisitions, LLC, Eclipse Intermediate Acquisitions, LLC, and Eclipse Acquisitions Merger Sub, Inc. (Exhibit 2.1 to the Issuer's Form 8-K filed on July 16, 2026 and incorporated by reference herein).
Exhibit 2 - Equity Commitment Letter, dated July 15, 2026, delivered by LKCM Headwater Investments IV, L.P. to Eclipse Parent Acquisitions, LLC
Exhibit 3 - Limited Guarantee, dated July 15, 2026, by and between the Issuer and LKCM Headwater Investments IV, L.P. (Exhibit 10.1 to the Issuer's Form 8-K filed on July 16, 2026 and incorporated by reference herein).
Exhibit 4 - Voting and Support Agreement, dated July 15, 2026, by and between the Issuer and Luther King Capital Management Corporation (Exhibit 10.2 to the Issuer's Form 8-K filed on July 16, 2026 and incorporated by reference herein). |
