LCI Industries filed Supplement No. 1 to its joint proxy statement/prospectus on October 30, 2026, disclosing an unsolicited acquisition proposal from Monomoy Capital Partners received after the original proxy materials were mailed.

Key Highlights

  • Unsolicited bid received: On October 22, 2026, the LCI board received a non-binding proposal from Monomoy Capital Partners to acquire all outstanding shares of LCI common stock for $101.00 per share in cash.
  • No financing condition stated: The Monomoy proposal stated it was not subject to any financing condition and that Monomoy had over $3.0 billion of capital available for investment, though the proposal did not include debt or equity financing commitment letters.
  • Termination fee included: Monomoy stated it was prepared to pay the $94.2 million termination fee that becomes payable by LCI to Patrick under the existing merger agreement.
  • Special meetings unchanged: The LCI stockholder special meeting remains scheduled for November 18, 2026, at 9:00 a.m. Eastern Time; the Patrick shareholder special meeting is also set for November 18, 2026, at 10:00 a.m. Eastern Time.
  • Original merger agreement: The underlying merger agreement with Patrick Industries, Inc. was dated June 30, 2026, and would result in LCI becoming a direct wholly owned subsidiary of Patrick.
  • LCI board response: On October 23, 2026, the LCI board met with management and advisors, including K&E and PWP, to review the Monomoy proposal and directed management to update LCI Standalone Projections to reflect current conditions.

Monomoy Proposal Prompts LCI Board Review Ahead of November Vote

According to the filing, LCI Industries (NYSE:LCII) filed this supplement to update and supplement information in the joint proxy statement/prospectus dated October 19, 2026, which had been filed jointly by LCI and Patrick Industries, Inc. in connection with a planned two-step merger. Under the merger agreement, First Merger Sub would merge with and into LCI, with LCI surviving as a direct wholly owned subsidiary of Patrick, and LCI would then merge with and into Second Merger Sub, also a direct wholly owned subsidiary of Patrick.

The supplement disclosed that on October 22, 2026, a member of the LCI board received an unsolicited call from a Goldman Sachs representative acting as financial advisor to Monomoy Capital Partners. Shortly after that call, the LCI board received the written non-binding Monomoy proposal offering $101.00 per share in cash for all outstanding LCI common stock. The filing noted the proposal was accompanied by a draft merger agreement but was conditioned on, among other things, due diligence and negotiation of definitive documentation.

The filing reported that on October 23, 2026, the LCI board convened with LCI management and representatives of K&E, PWP, and FGS Global to review the proposal. The board directed management to update the LCI Standalone Projections originally approved in April 2026 to reflect, among other things, "continued softness in the RV industry since April 2026 and LCI's actual performance in the second quarter of fiscal year 2026," according to the filing. The board also directed K&E to request that Patrick provide corresponding updates to the April Patrick Standalone Projections for use in the financial analysis comparing the Monomoy proposal against the existing merger terms.

What Was Disclosed

LCI Industries filed Supplement No. 1 to its joint proxy statement/prospectus to disclose an unsolicited $101.00 per share cash proposal from Monomoy Capital Partners, the LCI board's initial review steps, and confirmation that the November 18, 2026 special meetings remain unchanged.