$101 Per Share in Unsolicited, Non-Binding Cash Bid for LCI
Key Facts
LCI Industries said it received an unsolicited, non-binding proposal from Monomoy Capital Partners to acquire the company for $101 in cash per share, according to a company statement. The proposal puts a fixed cash price before LCI shareholders while its merger agreement with Patrick Industries remains in place. According to EL7 data, LCI shares closed at $89.84 on Oct. 27, 2026, one day before news of the proposal. Patrick's closing share price was not included in the available facts, so a documented comparison between the offer and its share price cannot be made. The proposal remains non-binding, while the existing merger agreement requires shareholder approvals and the satisfaction of regulatory conditions.
LCI and Patrick signed the merger agreement on June 30, 2026. It provides for each eligible LCI share to be converted into 1.2440 Patrick shares, with cash paid in lieu of fractional shares. Based on Patrick's closing price on Oct. 16, the companies' joint proxy statement estimated the consideration at about $84.64 for each LCI share. That figure is an estimate tied to Patrick's share price on that date, because the stock exchange ratio is fixed while the market value of the consideration changes with Patrick's share price. This allows a specific historical comparison between the estimated value of the stock consideration and the $101 cash offer, taking into account the different pricing dates and the nature of the consideration. Under the proposed ownership structure after the merger, Patrick shareholders were expected to own about 52% of the combined company, compared with about 48% for former LCI shareholders.
The merger cannot be completed without LCI shareholders' approval of the merger proposal and Patrick shareholders' approval of the share issuance and an increase in the number of authorized shares, according to the proxy statement. Two virtual special meetings to vote on the proposals are scheduled for Nov. 18, 2026, with the LCI shareholder meeting set to begin at 9:00 a.m. Eastern time. The deal also remains subject to other regulatory conditions. The companies received a second request from the Justice Department's antitrust division on Oct. 9, and the proxy statement said they are working on a response. The process provides for a 30-day waiting period after the companies substantially comply with the request, unless the period ends earlier or is extended.
The proposal comes amid operating results that showed a divergence between declining sales and improved profitability at LCI in the second quarter of 2026. Net sales fell 12.5% to $968.7 million from $1,107.3 million in the same period of 2025. Excluding the expected negative effect of passing tariff refunds on to customers, adjusted sales fell 4.5% to $1,057.5 million. Net income, by contrast, rose 16% to $67.1 million, and diluted earnings per share increased to $2.75 from $2.29 a year earlier. Operating margin also rose to 9.9% from 7.9% in the year-earlier period.
Interim Chief Executive Johnny Sirpilla said the company delivered "good second-quarter results with improved profitability despite continued softness in the outdoor recreation market," attributing the performance primarily to its efficiency and cost-reduction initiatives. LCI said lower wholesale shipments of recreational vehicles in North America weighed on sales, partly offset by growth in the automotive aftermarket and increased product content in recreational vehicle sales. The company cut its forecast for 2026 North American recreational vehicle wholesale shipments to a range of 280,000–300,000 units, from a previous range of 315,000–330,000. It said the lower revenue outlook reflected weak market conditions. LCI is scheduled to report third-quarter results and hold its investor call on Nov. 5, 2026, at 8:30 a.m. Eastern time, ahead of the LCI shareholder meeting on Nov. 18.