CSW Industrials agrees to buy MARS Parts for $650 million in cash
On October 1, 2025, CSW Industrials' subsidiary RectorSeal agreed to buy Motors & Armatures Parts (MARS Parts), an HVAC/R parts distributor, for $650 million in cash plus an earn-out of up to $20 million. The deal is subject to closing conditions, including Hart-Scott-Rodino antitrust clearance, and is expected to close in the third quarter of fiscal 2026. Management says the deal is expected to be accretive to EPS and EBITDA and to keep leverage near 2.0x EBITDA, but the filing gives no revenue or profit figures for MARS Parts beyond estimated trailing EBITDA of $51.8 million.
Key points
- Base purchase price of $650 million in cash, subject to customary adjustments, with up to $20 million more in earn-out payments tied to gross sales targets in the year after closing
- Valuation of about 10.5x synergies-adjusted trailing EBITDA, or about 12.5x adjusted TTM EBITDA of $51.8 million
- Funding planned with a Syndicated Term Loan A and borrowings under the existing $700 million revolving credit facility; the revolver balance was $60 million at the end of the second fiscal quarter
- Either party may terminate if the deal has not closed by March 31, 2026; the purchase is not subject to a financing condition
The filing
Written by AI (Anthropic Claude, claude-haiku-5-5) on Nov 8, 2026, 1:00 AM ET, from the text of the filing and its press-release exhibits only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on October 01, 2025.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.