8-K - LSI Industries Inc. | StockGist

AI Analysis

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LSI Industries completed its $325 million acquisition of Royston (SRR Holdings, Inc.) via reverse triangular merger, funded partly by a new $350 million senior secured credit facility ($200M term loan, $150M revolver) with PNC Bank. The deal expands LSI's retail branding solutions platform, adding Royston's fixtures, signage, and display capabilities.

Key Takeaways

1Acquisition closed March 24, 2026: $320M cash + $5M LSI common stock (226,227 shares at $22.07/share) for Royston stockholders.

2New Credit Agreement: $350M facility ($200M 5-year term loan, $150M revolver expiring March 31, 2031), secured by personal property; optional $75M accordion.

3Interest: SOFR/Base Rate + Applicable Margin (initial Level IV: Term SOFR +225bps, Base +125bps); commitment fee 25bps.

4Royston TTM (ended Sep 30, 2025): $272M revenue, $38M adjusted EBITDA (14% margin); 900+ employees, 5 U.S. facilities.

5Stock issuance exempt under Section 4(a)(2) of Securities Act 1933.

6Proceeds fund acquisition purchase price alongside March 2, 2026 equity offering.

Current Report Details

Event Type

Asset Acquisition+3 More

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Item 2.01. Completion of Acquisition or Disposition of Assets. As previously disclosed, on February 20, 2026, LSI entered into an Agreement and Plan of Merger

Material Agreement

$325.0M$320.0M$5.0M$22.07

Source Document

2.01

. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in Item 1.01 abo

Asset Acquisition

7.01

of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” with the Securities and Exchange Commission or incorp

Regulation Fd

9.01

(b) as an amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K. (d) Ex

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: SRR Holdings, Inc. (Royston), Delaware corp; becomes wholly-owned subsidiary via reverse triangular merger with Rhino Acquisition Co. (LSI sub).
Consideration: $325M aggregate (subject to working capital adj): $320M cash + $5M LSI common stock (no par, 226,227 shares at $22.07/share based on Feb 19, 2026 close).
Structure: Reverse triangular merger per Feb 20, 2026 Merger Agreement.

•Closed March 24, 2026.
•Merger Agreement filed Feb 25, 2026 as Ex 2.1 to prior 8-K.

Material Agreement

Agreement: Credit Agreement
Parties: LSI Industries Inc., PNC Capital Markets LLC, PNC Bank, National Association (Administrative Agent, Swingline Lender, Issuing Lender), Other Lenders, Guarantors

•$350M senior secured facility: $200M term loan (5-year), $150M revolver.
•Maturity: ~March 31, 2031.
•Interest: SOFR/Base + margin (varies by leverage: 150-250bps SOFR, 50-150bps Base).
•Fees: Unused 17.5-27.5bps; LC fee 150-250bps.
•Security: Personal property of Company/subsidiaries; guarantors all domestic wholly-owned subs.
•Optional increase: +$75M incremental.
•Swingline: up to $15M.

Debt / Financing

Instrument: Senior Secured Credit Facility
Principal: $350,000,000 ($200M term loan, $150M revolver)
Rate: Secured Overnight Financing Rate or Base Rate + Applicable Margin (initial: Term SOFR +225bps, Base +125bps; varies by Consolidated Total Net Leverage Ratio)
Maturity: March 31, 2031
Use of Proceeds: Portion to fund Royston acquisition purchase price; remainder working capital/general corporate.

Exhibits (3)

10.1

EXHIBIT 10.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1