LCI Industries (LCII) and Patrick to merge, creating $8.1B pro forma company
Filing Impact
Filing Sentiment
Form Type
425
Rhea-AI Filing Summary
LCI Industries and Patrick Industries announced a definitive combination to create a premier component solutions provider for outdoor recreation, housing, and transportation markets, forming a combined company with $8.1B pro forma revenue and $1.0B pro forma Adjusted EBITDA. The transaction targets >$150M of run-rate cost synergies within three years and expects to close in 1H 2027, subject to shareholder and regulatory approvals. Post-closing ownership is approximately 52%/48% and the combined equity value is ~$5.6B.
The announcement states leadership roles, expected headquarters in Elkhart, IN, and emphasizes expanded aftermarket distribution, broader product capabilities, and enhanced OEM and aftermarket reach. Timing and realization of synergies, regulatory approvals, and integration execution are highlighted as key qualifiers.
Positive
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Negative
- None.
Insights
Combination creates scale across adjacent markets with explicit synergy targets.
The deal combines complementary portfolios across interior, exterior, structural and mechanical systems, producing a pro forma company with $8.1B revenue and $1.0B pro forma Adjusted EBITDA. Management cites procurement, SG&A, and supply-chain savings as primary synergy sources.
Realization of the stated $150M run-rate cost synergies within three years is the central execution risk; integration complexity and regulatory approvals are explicit qualifiers. Subsequent SEC filings (including a Form S-4) and the joint proxy will provide transactional mechanics, equity treatment, and detailed pro forma schedules.
Pro forma cash-flow profile and leverage are quantified; monitoring required for synergy tax assumptions.
The presentation shows $508M pro forma adjusted free cash flow and a 2.1x net leverage metric that incorporates the $150M of cost synergies taxed at 25%. Equity value is noted as ~$5.6B.
Key items to watch in upcoming SEC filings are the detailed pro forma adjustments, reconciliation of non-GAAP measures to GAAP, and the cash‑flow sensitivity to synergy timing. The joint proxy/prospectus will clarify issuance mechanics and any shareholder vote conditions.
Key Figures
Pro forma revenue: $8.1B
Pro forma Adjusted EBITDA: $1.0B
Pro forma Adjusted FCF: $508M
+5 more
8 metrics
Pro forma revenue
$8.1B
Pro forma combined revenue (LTM Q1-2026)
Pro forma Adjusted EBITDA
$1.0B
Pro forma Adjusted EBITDA incorporating synergies
Pro forma Adjusted FCF
$508M
Free cash flow defined as operating cash flow less CapEx, inclusive of synergies taxed at 25%
Net leverage
2.1x
Pro forma net leverage including $150M of cost synergies
Targeted run-rate synergies
$150M
Expected to be achieved within three years of closing
Total equity value
$5.6B
Approximate combined company equity value stated in announcement
Expected close
1H 2027
Subject to shareholder and regulatory approvals
Post-closing ownership
52% / 48%
Shareholder ownership split post-closing
Key Terms
Pro forma, Adjusted EBITDA, Run-rate cost synergies, Form S-4, +1 more
5 terms
Pro forma financial
"Pro Forma Revenue1 $8.1B Pro Forma Adjusted EBITDA2"
Pro forma refers to financial information that is prepared based on estimates or adjustments to show what a company's results might look like under certain scenarios, such as new projects or acquisitions. It helps investors understand the potential impact of future events by providing a clear, hypothetical view of financial performance, much like a weather forecast shows possible future conditions.
Adjusted EBITDA financial
"Includes $150M run-rate cost synergies expected to be achieved"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Run-rate cost synergies financial
"Expecting to deliver over $150M of run-rate cost synergies achieved within three years"
Run-rate cost synergies are the ongoing, annualized savings a company expects to achieve after combining operations with another business, once integration actions (like consolidating offices or cutting overlapping staff) are fully in place. For investors, they matter because they show how a deal is expected to improve future profitability and cash flow — like projecting the yearly savings from merging two households so you can judge whether the combination was worth the price paid.
Form S-4 regulatory
"Patrick registration statement on Form S-4 that will include a joint proxy statement"
A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.
Joint Proxy Statement/Prospectus regulatory
"a definitive joint proxy statement/prospectus, which will be mailed to stockholders"
A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.
Filed by LCI Industries pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: LCI Industries Commission File No. 001-13646 Date: June 30, 2026
Creating a Premier Component Solutions Provider for the Outdoor Enthusiast, Housing, and Transportation Markets $8.1B Pro Forma Revenue1 $1.0B Pro Forma Adjusted EBITDA2 $508M Pro Forma Adjusted FCF3 2.1x Net Leverage4 Providing significant flexibility to support strategic and capital allocation priorities
Bringing Together Complementary, Customer-Focused Solutions Across Strategically Adjacent End Markets Bringing Together Complementary, Customer-Focused Solutions Across Strategically Adjacent End Markets Creates a Premier Component Solutions Provider for the Outdoor Recreation, Housing, and Transportation Markets • Establishing a leading outdoor recreation solutions provider across recreational vehicle, marine, powersports, truck and adventure / off-road, transportation, automotive and housing markets Highly Complementary Portfolios Strengthen Ability to Serve Customers and Enhance End User Experience • Both companies offer strategically adjacent product capabilities, creating a diversified portfolio across interior, exterior, structural and mechanical systems • The combined company will remain a trusted OEM and aftermarket partner, with expanded R&D, broader capabilities and accelerated speed-to-market. Brings Together Two Deeply-Rooted Industry Leaders with Strong Ties to Elkhart, Indiana • Combining strong teams and best-in-class culture with deep commitment to the local community and the outdoor enthusiast industry Drives Meaningful, Achievable Cost Synergies • Expecting to deliver over $150M of run-rate cost synergies achieved within three years of closing • The targeted synergies are identified and actionable, arising primarily from procurement, SG&A efficiencies and improved supply chain management Expands Aftermarket Channel Access and Distribution Networks • Lippert’s established brands, distribution infrastructure and channel access meaningfully advance Patrick’s strategic priority to expand its aftermarket presence. • The enhanced aftermarket channel exposure further enhances revenue growth, helping offset OEM production cyclicality and improving the combined company's margin profile
Transaction Details Transaction Details patrickandlipperttogether.com Elkhart, IN Combined company headquarters Andy Nemeth Will serve as Chief Executive Officer Todd Cleveland Will serve as Chair of the Board Johny Sirpilla Will serve as Vice Chair of the Board “Today marks the beginning of an exciting new chapter in the evolution of our two companies as we continue on our journey to positively impact and deliver value for our customers, our team members, shareholders, and the communities we serve. Together, we will create a premier partnership-oriented platform for the global outdoor enthusiast ecosystem, housing and transportation markets that is more resilient, and better positioned to serve all of our customers – from OEMs to the end consumer.” Andy Nemeth “This combination represents a defining moment for Lippert. Our shareholders will benefit from ownership in a more diversified company with the financial and operational strength to grow revenues and deliver outstanding value to shareholders and other stakeholders. Together, we can offer a broader, more innovative, competitive, and affordable portfolio of products and product solutions, as we work with our partners and customers in key segments to drive greater value for end consumers.” Johnny Sirpilla 6 designated by Patrick & 6 designated by Lippert 12 Directors 1H 2027 Expected closing, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions © 2026 Patrick Industries and LCI Industries. All rights reserved. Leadership ~$5.6B Total Equity Value Shareholder ownership post-closing ~52% ~48% 5
Footnotes 1 Calculated as Patr ick plus LCI LTM Q1-2026 revenu e 2 Includes $150M run-rate cost synergies ex pected to be ach ieved within 3 years of closing 3 Free cash flow defin ed as operating cash flow less CapEx, inclusive of $150M run-rate cost synergies tax ed at 25% 4 Figure represents curr ent net debt balan ce and ad j. EBITDA for pro forma company including $150M of cost synergies 5 Equ ity valu e calculated as Patr ick equity value plus LCI equity value as o f 6/29/ 26 Special Note Regarding Forward-Looking Statements Information in th is communication, o ther than statemen ts of historical facts, may constitute forward-looking statements, for the pur pose of the safe har bor provided by Sectio n 21E of the Securities Exchan ge Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertain ties. These statements include, but are not limited to, statements ab out the benefits o f the pr oposed transactio n between LCI and Patr ick, includ ing future finan cial and oper ating results (includ ing the anticip ated impact of th e tr ansaction o n LCI’s and Patrick’s respective earnin gs), statements related to th e ex pected timing of the completion of the transaction, the co mbined company ’s p lans, ob jectives, expectation s and inten tions, and oth er statements that are not historical facts. Forward -looking statements may be identified by ter minology such as “may,” “will,” “sh ould ,” “tar gets,” “scheduled,” “plan s,” “intend s,” “go al,” “anticipates,” “expects,” “believes,” “ fo recasts ,” “ou tlook,” “estimates,” “potential,” or “continu e” or negatives o f such terms or o ther comparable terminology, but no t all forward -looking statements include su ch identifying terminology. All for ward-looking statements are subject to risks, uncertainties and o ther facto rs that may cause th e actual resu lts, perfor mance or achievemen ts of LCI or Patrick to differ materially fro m an y results exp ressed or implied by such fo rwar d-looking statements. Such factors include, among others, (1) the risk that the cost savin gs an d any revenue synergies from the transaction may not be fully realized or may take lon ger than anticipated to be realized, (2) disr uption t o each party’s bu siness as a r esult of th e an nouncement and pen dency of the transactio n, (3) th e r isk that the integr ation of each party’s operations will be materially delayed or w ill be more costly or d ifficu lt than expected or th at th e parties are otherwise unable to successfully integrate as a resu lt of unexpected factors or events, (4) the failure to obtain the necessary appr ovals by the sto ckholders o f LCI or Patr ick, (5) the ability by each of LCI and Patrick to obtain required govern mental appr ovals of the transactio n on the timel ine expected, or at all, an d the risk that such app rovals may result in th e imposition of conditio ns that could adversely affect the co mbined company o r the expected benefits o f the t ransaction, (6) reputation al risk and the reactio n of each party’s customers, suppliers, employees or o ther business partners to the transaction, (7) the fai lure of the clo sing co ndition s in the merger agreemen t to b e satisfied, or an y unex pected delay in closing the transaction or the occurr ence o f any ev ent, change or other circumstances that could give ris e to the termin ation of the merger agreement, (8) the possibili ty that the transactio n may be more expensive to complete th an anticipated, inclu ding as a result of unexpected fact ors or even ts, (9) risks r elated to management and over sight of the expanded bu siness and o perations of the co mbined company d ue to the increased size and complexity, (10) the possibility of increased scrutiny b y, and /or additional r egulatory requ irements o f, go vernmental authorities as a result of the transaction or the size, scope and complex ity of the combined comp any’s business operatio ns, (11) the ou tco me o f any legal or regulator y proceedings that may be curr ently pen ding o r later instituted against LCI, Patric k or the combin ed co mpany before or after the transaction, and (12) general competitive, econ omic, po litical and market cond itions and other factors th at may affect future results of LCI and Patr ick. Additional factors wh ich could affect future results of LCI and Patrick can be found in the LCI 2025 10-K, under th e captions “Special Note Regarding Forward-Looking Statements” and “Risk Factors” and LCI’s Quarterly Reports o n Fo rm 10-Q and Current Reports on Form 8-K, and the Patrick 2025 10-K, under th e captions “Informatio n Concerning Forward-Looking Statements” and “Risk Factors” an d Patrick’s Quarterly Reports o n Fo rm 10-Q and Current Reports on Form 8-K, in each case filed with the SEC an d available o n the SEC’s website at http://www.sec.gov. LCI and Patr ick disclaim any ob ligation and do n ot intend to upd ate o r revise an y fo rwar d-looking statements contain ed in this commu nication, wh ich speak only as of the date hereo f, whether as a result of new informatio n, futur e ev ents or oth erwise, except as required by federal securities laws. Important Information About the Proposed Transaction and Where to Find it In co nnection with the prop osed tran saction between LCI Indu stries (“ LCI”) and Patr ick In dustr ies (“Patrick”), LCI and Patrick intend to file relev ant materials with the Securities and Exchan ge Co mmission (the “SEC”), in cludin g, among oth er fi lings, a Patrick registration statement on Form S -4 that will includ e a join t p roxy statement of LCI and Patr ick that also constitutes a pr ospectus of Patrick with respect to shar es of Patrick’s co mmon stock to be issued in the pro posed tr ansaction , and a definitive joint pr oxy statemen t/prospectus, which will be mailed to stockho lders of LCI and Patrick (the “Join t Proxy Statement/Pro spectus”). LCI and Patrick may also fi le other d ocuments with the SE C regarding the pro posed tr ansaction . This commun ication is n ot a substitute for the Join t Proxy Statement/Pro spectus or any other do cu ment w hich LCI and Patrick may fi le with the SEC. INVESTORS AND SECURITY HOLDERS OF LCI AND PATRICK ARE URGE D TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/ PROSPECTUS AND ANY OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDME NTS OR SUPPLEMENTS TO THESE DOCUME NTS, CAREFULLY AND I N THEIR ENTIRE TY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSE D TRANSACTION AND RELATED MATTERS. Inv estors and secur ity holders will be able to obtain free copies of the registration statement and the Joint Proxy Statement/Pr ospectus (when available) and other documen ts filed with the SEC by LCI and Patr ick throu gh the website maintained by the SEC at http://www.sec.go v. Copies of th e d ocuments filed with the SEC b y LCI wi ll be available free of charge on LCI’s website at lippert.com under the tab “Investors” and under the head ing “Fin ancials” and su bheading “SEC Filin gs.” Copies of th e d ocument s filed with the SEC b y Patrick will be available free of charge o n Patrick’s website at patrickind.co m u nder the tab “Investo rs” and u nder the headin g “SE C Filings.” Certain Information Regarding Participants LCI, Patrick and their respective d irectors an d executive officers may be considered p articipants in the solicitation o f pr ox ies from the stockholders of each of LCI and Patrick in connectio n with th e p roposed transaction. Informatio n about the director s and executiv e o fficers of LCI and their own ership o f LCI common stock is set forth in its Annu al Report on Form 10-K for the year en ded December 31, 2025, which was filed with the SEC on Febru ary 26, 2026 (the “LCI 2025 10 -K” ) and its pro xy statement for its 2026 annual meeting, which was filed with the SEC on March 27, 2026. Information about the dir ecto rs and executive officer s of Patrick and their o wnership of Patrick common sto ck is set fo rth in its Annual Repor t o n Fo rm 10-K for the year en ded December 31, 2025, which was filed with the SEC on Febru ary 19, 2026 (the “Patrick 2025 10-K” ) and its proxy statement for its 2026 annu al meeting, which was filed with th e SEC on March 30, 2026. To the exten t h oldings of LCI’s or Patr ick’s secur ities by i ts director s or executiv e o fficers have changed since the amoun ts set forth in such filings, such changes have been or will be reflected o n Initial Statements of Beneficial Owner ship on Form 3 or Statemen ts of Ben eficial Own ership on Form 4 filed with the SEC on: (1) Mar ch 31, 2026, March 31, 2026, Apr il 1, 2026, April 20, 2026, May 13, 2026, May 13, 2026, May 13, 2026, May 13, 2026, M ay 13, 2026, May 13, 2026, May 13, 2026, J une 5, 2026,and Jun e 5, 2026, with respect to directors and executive officers of LCI, (2) May 6, 2026, May 6, 2026, M ay 6, 2026, May 6, 2026, May 6, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 18, 2026, May 21, 2026, May 28, 2026, June 11, 2026 and J une 24, 2026, with respect to directors and executive officers o f Patrick and (3) o ther filin gs mad e fro m time to time with the SEC. Infor mation about the directors and ex ecu tive officers of LCI an d Patr ick, includ ing a description o f their direct or indirect interests, b y security h oldings or otherwise, and oth er informat ion regarding the potential participan ts in the pro xy solicitations, which may be different than those of LCI’s stockholders and Patrick’s stockhold ers generally, will be containe d in the Joint Proxy Statement/Pr ospectus and other relevant materials to be filed with th e SEC regardin g the prop osed tran saction. You may obtain these documen ts (when th ey bec ome available) free of charge thr ough th e website maintained by the SEC at http://www.sec.gov and fro m LCI’s or Patr ick’s website as described abov e. No Offer or Solicitation This commun ication does not constitute an offer to sell or the so licitatio n of an o ffer to bu y or exchange an y securities or a solicitation of any vo te o r approval in any jur isdiction, n or shall there be any sale, issuance or transfer o f securities in any jurisdictio n in wh ich such offer, solicitation or sale wou ld be unlawfu l prio r to registration o r quali fication under the secu rities laws of any su ch jurisdiction. It does not constitute a prospectus or pr ospectus equivalent document. No offer ing or sale of securities shall be made except by means of a pro spectus meeting the req uirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accor dance with applicable law. Use of Non-GAAP Financial Measures This commun ication contains non-GAAP financial measures, which are no t intended to be considered in isolation or as a substitute for comparab le GAAP financial measures. W hile management believes that these non-GAAP financial measures provide meaningfu l information to help stockh older s under stand the anticipated strategic an d financial ben efits of the pro posed tr ansaction , there are limitation s associated with the use o f these non -GAAP financial measures. These measures, the purposes fo r which man agement uses them, why management believ es they are useful to inv estors, an d a r eco nciliation to the most directly comparab le GAAP financial mea sures can be foun d in the App endix of the combin ation investor presentation . All r efer ences to profit measures an d earnings per share on a comparable basis exclu de ite ms that affect comp arability.
FAQ
What are the combined company's pro forma financials for LCII?
The combined company is presented with $8.1B pro forma revenue and $1.0B pro forma Adjusted EBITDA. The announcement also shows $508M pro forma adjusted free cash flow and a pro forma net leverage of 2.1x; these figures incorporate an expected $150M of run-rate synergies.
When is the LCI and Patrick transaction expected to close?
The companies state an expected closing in 1H 2027. Closing is subject to shareholder approvals of both companies, receipt of required regulatory approvals, and satisfaction of customary closing conditions as described in the announcement.
How large are the targeted cost synergies in the transaction?
The deal targets over $150M of run-rate cost synergies. Management expects these synergies to be achieved within three years of closing, arising primarily from procurement, SG&A efficiencies, and improved supply-chain management, per the announcement.
What is the proposed ownership split after the transaction?
Post-closing shareholder ownership is stated as approximately 52% and 48%. The announcement shows ~52% ownership for one group and ~48% for the other, with total equity value presented as approximately $5.6B.