Patrick Industries & LCI Industries To Combine in All-Stock Merger

After discussions were terminated regarding a potential merger of equals back in May, Patrick Industries (NASDAQ: PATK) (“Patrick”) and LCI Industries (NYSE: LCII) (“LCI” or “Lippert”) have now announced they have entered into a definitive agreement to combine in an all-stock merger, forming a premier component solutions provider for the outdoor enthusiast, housing and transportation markets. Under the agreement, which the boards of directors of both companies unanimously approved, LCI shareholders will receive 1.2440 shares of Patrick common stock for each share of LCI common stock they own, according to company officials in a press release.

Following completion of the transaction, Patrick shareholders will own approximately 52% of the combined company and LCI shareholders will own approximately 48%.

This strategic combination brings together two companies with complementary product portfolios and longstanding partnerships with customers and stakeholders across North America and Europe, noted the release. Together, Patrick and Lippert will create a more dynamic, innovative, solutions-oriented platform serving a diverse range of OEMs and consumers in the outdoor enthusiast, housing, transportation and other markets, through a broader portfolio of brands, more efficient operations, enhanced R&D investment and commercialization capabilities.

By bringing together Patrick’s integrated design-to-delivery capabilities and Lippert’s expertise in highly engineered, structural OEM and aftermarket components, the combined organization will deliver differentiated, cost-effective competitive solutions aimed at improving affordability, strengthening value chain alignment and delivering outstanding customer service while supporting long-term organic and strategic growth and disciplined capital allocation, the companies said.

As a result, the combined company will be well positioned to enhance value for the shareholders of each company through bolstered financial performance, reduced costs and a continued focus on execution, all while providing outdoor enthusiasts with new solutions and an enhanced array of competitively priced products.

“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,” said Andy Nemeth, CEO of Patrick. “We have long respected the Lippert team and their impressive, innovative capabilities across the solutions they deliver and are thrilled to reach this milestone. We have two highly successful, well-established organizations with long track records of strategic and organic growth, innovation and customer service, supported by incredible talent across each enterprise, deep expertise and a shared commitment to excellence. 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. We remain dedicated to our culture and values focused on humility and trust, the reinvestment in our vision, business, and strategy with the goal of delivering an even brighter future for the stakeholders we serve.”

Johnny Sirpilla, interim chief executive officer of Lippert, added, “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. As two complementary businesses with strong legacies deeply rooted in Elkhart and our other local communities, we understand the potential and positive impact this combination can deliver. 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. We will also continue to invest in our growth and combined capabilities, creating new opportunities for team members and charting an exciting new future for the combined company.”

Benefits of the Merger

Patrick & Lippert provided a list of strategic reasons for the merger, as well as financial benefits to shareholders.

Strategic Rationale

• Creates a premier component solutions provider for the outdoor recreation, housing and transportation markets
• Highly complementary portfolios strengthen ability to serve customers and enhance the end user experience
• Expands aftermarket channel access and distribution networks
• Strengthens long-term commitment to local communities

Financial Benefits for Patrick & Lippert Shareholders

• Delivers a resilient financial profile with strong cash flow generation
• Drives meaningful, achievable cost synergies
• Provides balance sheet flexibility

Leadership, Governance & Headquarters

Upon closing, Patrick Industries CEO Andy Nemeth will serve as CEO of the combined company.

The board of directors of the combined company will consist of 12 directors, with six designated by Patrick and six designated by Lippert. Patrick director Todd Cleveland will serve as chair of the board, and Lippert interim CEO and director Johnny Sirpilla will serve as vice chair of the board.

The combined company will employ a collaborative approach to identify executive management and other leaders for key business units.

Following the closing of the transaction, the combined company will be headquartered in Elkhart, Indiana.

Timing & Approvals

The transaction is expected to close in the first half of 2027, subject to approval by shareholders of both companies, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.

Advisors

J.P. Morgan Securities LLC is serving as lead financial advisor and Baird is serving as co-lead financial advisor to Patrick Industries and McDermott Will & Schulte LLP is serving as legal advisor. Perella Weinberg Partners LP is serving as financial advisor to LCI Industries and Kirkland & Ellis LLP is serving as legal advisor. FGS Global is serving as strategic communications advisor to LCI Industries.

Conference Call, Webcast & Presentation

Patrick and Lippert hosted a conference call and webcast on June 30 to discuss the transaction. A replay of the conference call will be available on both companies’ investor relations websites. A dedicated website with more information about the transaction is available at PatrickandLippertTogether.com.