LCI Industries filed a Form 425 on November 4, 2026, sharing with Institutional Shareholder Services Inc. a presentation arguing that the proposed all-stock merger with Patrick Industries maximizes risk-adjusted value for LCI shareholders and that an unsolicited proposal from Monomoy grossly undervalues the company.

Key Highlights

  • Shareholder vote scheduled: The LCI board unanimously recommends shareholders vote FOR the Patrick merger on November 18, 2026.
  • Exchange ratio and ownership: LCI shareholders would receive 1.2440 Patrick shares per LCI share, representing approximately 48% pro forma ownership of the combined company.
  • Synergies cited: The filing references approximately $150 million of net run-rate cost synergies expected within three years of closing.
  • Monomoy proposal valued at $101.00 per share in cash: The filing states this is materially below LCI's updated standalone DCF range of $142 to $165 per share and below every analyst price target at signing ($125 to $185).
  • Board process: The LCI board met more than 20 times over seven months in connection with the Patrick transaction and met five times within seven days of receiving Monomoy's proposal.
  • Combined company metrics: The filing discloses combined revenue of $8.1 billion or more, pro forma adjusted EBITDA of approximately $1.0 billion, and pro forma net leverage of approximately 2.1x, based on LTM Q1-2026 figures.
  • Monomoy proposal status: According to the filing, Monomoy's proposal is "non-binding and subject to due diligence and documentation, with no debt or equity commitment letters."

LCI Board's Case for Patrick Merger Over Monomoy's Cash Proposal

According to the filing, LCI Industries shared the presentation with Institutional Shareholder Services Inc. (ISS) on November 4, 2026, as the company approaches its November 18, 2026, shareholder vote on its proposed combination with Patrick Industries. The presentation is filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934, with LCI Industries (NYSE:LCII) listed as both the filing party and the subject company under Commission File No. 001-13646.

The filing presents the LCI board's position that the Patrick all-stock merger delivers superior value relative to Monomoy's unsolicited $101.00 per share cash proposal. The board determined, following five meetings within seven days of receiving Monomoy's proposal, that the proposal "is not, and is not reasonably likely to lead to, a Superior Proposal," according to the filing. The filing states that the updated standalone discounted cash flow range of $142 to $165 per share reflects "a lower plan, a 50 bps higher WACC and a 0.5x lower exit multiple" compared to the fairness opinion DCF prepared at signing, yet still materially exceeds Monomoy's $101.00 figure. The filing also notes that $101.00 implies approximately $3.1 billion enterprise value and approximately 6.9x NTM adjusted EBITDA.

The filing describes the board's negotiating history with Patrick, noting that first-round talks ended in May 2026 without agreement, resumed at LCI's initiative in June 2026, and resulted in LCI shareholders' pro forma ownership being increased from the 45% Patrick initially proposed to 48%, along with a 6/6 board split and an LCI-designated Vice Chair. The combined entity would have a combined equity value of approximately $5.6 billion and enterprise value of approximately $7.7 billion at announcement, the filing discloses. The filing also states that LCI's $1.15 quarterly dividend continues through closing, after which the combined company's dividend policy would apply. Closing is expected in the first half of 2027.

What Was Disclosed

LCI Industries filed a Form 425 presentation to ISS on November 4, 2026, detailing the board's unanimous recommendation for the Patrick Industries all-stock merger at a 1.2440x exchange ratio, its rejection of Monomoy's $101.00 cash proposal, and its view that the Patrick merger provides superior value.