Monomoy Capital Partners' second offer for LCI Industries arrived late on the evening of Friday 6 November. By Tuesday the board had said no again, and the vote on the company's merger with Patrick Industries is set for 18 November, seven days from today.
LCI Industries, the Elkhart, Indiana supplier of recreational vehicle components whose operating business is Lippert, said on 10 November 2026 that its board unanimously rejected Monomoy's revised non-binding offer of $104.50 a share in cash, up from $101. It still backs the all-stock merger with Patrick Industries that shareholders of both companies vote on next Wednesday.
"Monomoy's revised proposal is a modest increase to its initial offer and remains nowhere near LCI's standalone value or the value creation opportunity of our combination with Patrick," Ginnie Henkels, LCI's chair, said in the company's statement.
What is each offer worth?
A cash offer has one price. A stock offer has as many prices as the buyer's shares do. Under the merger agreement announced on 30 June, each LCI share becomes 1.2440 Patrick shares, a fixed ratio, with Patrick holders owning about 52 per cent of the combined company and LCI holders about 48 per cent. Divide $104.50 by 1.2440 and the answer is $84.00. That is the Patrick share price at which the two offers are worth the same on paper. Above it, Patrick's stock is worth more than Monomoy's cash. Below it, the cash is worth more today.
| Monomoy, first | Monomoy, revised | Patrick merger | |
|---|---|---|---|
| Disclosed | 28 Oct 2026 | 10 Nov 2026 | 30 Jun 2026 |
| Form | Cash, non-binding | Cash, non-binding | 1.2440 Patrick shares, signed |
| Value per LCI share | $101.00 | $104.50 | 1.2440 x Patrick's price |
| Equity value, our arithmetic | about $2.46 billion | about $2.54 billion | depends on Patrick's price |
| Board's view | Not superior, 29 Oct | Not superior, 10 Nov | Recommended |
The board's case is that the comparison should not be made at today's prices at all. It says its discounted cash flow analysis puts LCI's standalone value at $142 to $165 a share, and that the combination with Patrick adds more than $150 million a year of cost savings within three years. LCI also carries about $852 million of debt, from its quarterly report, which a buyer at either price would take on.
Is $104.50 a premium?
It depends on the starting point, and the two sides picked different ones. LCI says the offer is about 4 per cent above its unaffected close on 29 June 2026, the day before the Patrick deal was announced, and about 7 per cent above its 10-day average price to 6 November. Monomoy measured from LCI's close of $83.15 on 21 October, which LCI calls a trough. From $83.15, the premium is about 26 per cent, by our arithmetic.
For comparison, the buyers taking Penske Automotive private in October offered an 8.8 per cent premium, and that deal was signed. Monomoy's offer is not. Neither is the non-binding cash proposal Trian and Flynn Group made for Wendy's on the same day LCI disclosed Monomoy's first bid, about 20 per cent above the previous close. LCI also notes that its shares traded above $104.50 during the day on 5 November, when it reported third-quarter results, the day before Monomoy raised its bid. Those results showed net sales down 4.2 per cent from a year earlier, to $992.5 million, and net income down to $50.1 million from $62.5 million, according to its Form 10-Q.
The raise and the break fee
Monomoy's raise is worth about $85 million across the whole company. The increase from $101 to $104.50 is $3.50 a share, and LCI had 24,312,075 shares outstanding on 30 October. The merger agreement provides for a termination fee of $94.2 million payable by LCI to Patrick in certain circumstances, about $3.87 a share. On our arithmetic, Monomoy's raise does not yet cover the cost of leaving the deal it is trying to break.
The analysts are split along the same line. LCI says those who updated their targets after its results average $114.50, with a median of $110. Monomoy, according to LCI, cited five analysts averaging $99.40. LCI also says Monomoy's proposed changes to the cash flow model would cut $68 to $103 a share from its valuation range.
The calendar
- 30 June: merger with Patrick announced
- 19 October: Patrick's registration statement declared effective and the proxy mailed
- 28 October: LCI discloses Monomoy's $101 proposal
- 29 October: board finds it is not a superior proposal
- 6 November, late evening: revised $104.50 proposal received
- 10 November: board rejects it, 4 days later
- 18 November: special meetings, LCI at 9 a.m. and Patrick at 10 a.m. Eastern, 141 days after the merger was announced
Both of the main proxy advisers, Institutional Shareholder Services and Glass Lewis, have recommended that LCI holders vote for the Patrick merger. Monomoy's proposal remains non-binding. The vote on 18 November is the next test, and the deal, if approved, is still expected to close in the first half of 2027, subject to regulatory approvals.
The revised proposal, its receipt date, the board's determination, its valuation arguments, the analyst figures, the proxy advisers' recommendations and Ginnie Henkels's statements are from LCI Industries' press release of 10 November 2026, filed with the SEC as Exhibit 99.1 to a Form 8-K. The $101 first proposal is from LCI's release of 28 October 2026. The 29 October determination, the $94.2 million termination fee and the 18 November meeting times are from Patrick Industries' prospectus supplement of 30 October 2026. The exchange ratio, ownership split, synergies, pro forma figures and leadership are from LCI's merger announcement of 30 June 2026. The share count, third-quarter results and debt are from LCI's Form 10-Q filed on 5 November 2026. The break-even Patrick price, equity values, the per-share fee, the Monomoy-basis premium and day counts are this publication's arithmetic. The analysis is our own.
Topics businessmergers and acquisitionsprivate equity
