Internal Emails Raise New Questions About the Massive Patrick-Lippert RV Parts Merger

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A lawsuit over a small RV plumbing part has suddenly become relevant to one of the biggest deals in the RV parts industry.

Patrick Industries and LCI Industries, the company behind Lippert, announced June 30 that they had agreed to combine in an all-stock merger. The deal would bring together two major suppliers whose components are already found throughout recreational vehicles.

Now, a dispute between Patrick and SEAFLO Marine & RV North America has produced something that could draw more attention as that merger moves through regulatory review: internal Patrick and LaSalle Bristol emails discussing a competing RV product, pricing and profit margins.

SEAFLO is using those emails to ask a court for permission to expand its existing lawsuit against Patrick and add seven new claims, including two aimed directly at the proposed Lippert merger. Patrick has not been found liable for those allegations, and the court filing does not establish that the merger violates antitrust law.

Still, the emails offer a rare look at how competition played out inside one corner of Patrick’s RV parts business.

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It started with a waterless P-trap

The dispute centers on a waterless P-trap, a plumbing component that prevents odors from coming back through an RV drain without relying on the water seal found in a traditional P-trap.

SEAFLO entered into a five-year distribution agreement with Patrick in April 2019. Under the agreement, Patrick became SEAFLO’s exclusive U.S. distributor for the product and agreed to purchase at least 500,000 units over 60 months.

Patrick was also required to use its “best efforts” to promote the product. The agreement restricted Patrick and entities controlled by or under common control with it from representing or selling competing products.

According to SEAFLO’s proposed complaint, Patrick purchased 30,000 complete units during the first year and another 10,000 valve-body components about three years later. SEAFLO says Patrick did not purchase the remaining amount required under the agreement.

There was another issue.

Patrick had acquired LaSalle Bristol in 2018. LaSalle developed its own competing waterless P-trap called the Utopia Uniguard.

That sets the stage for the emails that later surfaced during the lawsuit.

An email about competition and margins

In October 2020, LaSalle Bristol Vice President of RV Sales Brian Hess emailed Patrick’s Chris Murray about SEAFLO’s waterless P-trap.

Hess wrote that his sales team was telling him Patrick was “getting aggressive” in trying to win business at Forest River. He wrote that LaSalle’s Uniguard had all of the business at Forest River’s Century Drive operation and “most of the business right now.”

His concern was price.

Hess said he hoped Patrick would not get “overly aggressive” and force LaSalle to sell its product to Forest River at a “significantly reduced margin.”

Murray responded that Patrick and SEAFLO believed they had a superior product and said they were “not selling on price.” But he also told Hess he understood the concern, would speak with his team, and would support the effort to “keep overall margins as high as possible.”

SEAFLO now points to that exchange as evidence supporting its claim that Patrick was protecting sales of LaSalle’s competing product rather than making its best effort to sell SEAFLO’s product.

That remains SEAFLO’s allegation. The email itself does not establish that Patrick violated the law.

Another internal discussion followed in 2022

Patrick employees were still discussing the two products in April 2022.

An internal sales email said the SEAFLO product offered a cost savings compared with LaSalle’s Uniguard.

Murray later asked Patrick employee Trenton Miller how large that savings was. Murray explained that he wanted to be prepared if LaSalle complained about Patrick quoting against it and wanted to be able to say the products were close in price, but the customer preferred Patrick’s product or design.

Miller replied that he did not know the amount of the savings. He also said three people who had looked at it “liked ours better” and also liked the SEAFLO pitch, adding that the SEAFLO part “looks and feels like a higher quality part.”

Those emails were sent while the five-year SEAFLO agreement was still in effect.

What happened after the agreement ended

A different set of emails from April and May 2024 shows Patrick and LaSalle employees discussing what to do with the SEAFLO business shortly after the original agreement’s 60-month term ended.

An April 29 email from Andrew Batson said he expected the companies involved to pass on the SEAFLO product because of its high order quantity and slow movement.

SEAFLO’s proposed complaint identifies Batson as both LaSalle Bristol’s president and CEO and a Patrick senior vice president at the time.

Batson told the group to transition the part to LaSalle “as planned” and wrote that LaSalle made a competing product with “nice margins.”

He also instructed employees to “MINIMIZE vendor communication to the necessary accounting and logistics folks if possible.”

Batson wrote that “we will keep supplying the current SeaFlo product to existing customers for the immediate future” because “we do not want to give SeaFlo a reason to seek a new distributor.” He acknowledged in the same email that SEAFLO could still make that decision.

About two weeks later, Patrick Group Vice President David Smith wrote that he had removed another Patrick employee from the email thread.

Smith said SEAFLO had sent Patrick a document from its legal team claiming Patrick owed roughly $2 million for purchase commitments it had not met. Smith then wrote that he would prefer not to buy anything more from SEAFLO and that transitioning the business to LaSalle “would be great.”

These 2024 messages came after the original 60-month agreement had ended. They do not by themselves show that Patrick violated the exclusivity agreement while it was active. SEAFLO argues they provide additional context for Patrick’s actions during the relationship.

SEAFLO now wants to challenge the Lippert merger

The lawsuit originally centered on SEAFLO’s business relationship with Patrick.

On September 3, SEAFLO asked the Circuit Court of Cook County, Illinois, for permission to file a Fourth Amended Complaint after obtaining internal Patrick documents during discovery. The proposed complaint would add seven claims involving fraud, consumer protection, and antitrust allegations.

Two of those proposed claims directly challenge the Patrick-Lippert merger.

SEAFLO is asking the court to block the merger or, alternatively, order divestiture or other structural relief.

Those claims are not yet established findings.

Patrick’s attorneys told SEAFLO they could not consent to its request to file another amended complaint. The September 3 motion also showed that no hearing had been scheduled at the time it was filed.

Federal regulators are still reviewing the deal

The court fight comes as the merger remains under federal antitrust review.

Patrick and LCI each disclosed that they initially filed their required Hart-Scott-Rodino merger notifications with the Federal Trade Commission and Department of Justice on August 5.

Both companies then voluntarily withdrew their respective notifications on September 4 and refiled them on September 9, beginning a new waiting period.

That does not mean regulators rejected the merger or concluded that it is anticompetitive.

The FTC says the withdraw-and-refile process gives regulators additional time for their initial review without immediately issuing a much broader Second Request for information.

Competition concerns had also surfaced months before Patrick and LCI reached their final agreement.

During the companies’ earlier merger discussions, Sen. Mike Lee, chairman of the Senate Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights, sent Patrick and LCI an oversight letter in April raising antitrust questions about a potential combination. The definitive merger agreement was not signed until June 30.

Why this matters beyond one plumbing part

Patrick and Lippert argue that combining their businesses would create benefits for manufacturers and customers.

Their June merger announcement describes their product portfolios as complementary and says the combined company could operate more efficiently and increase its research and development capabilities. The companies estimate more than $150 million in annual run-rate cost savings within three years, primarily from purchasing, administrative efficiencies, engineering practices, and supply-chain improvements.

SEAFLO is making the opposite argument in its proposed complaint. It contends that RV manufacturers and smaller suppliers benefit from having Patrick and Lippert compete with one another and that combining them would remove a major alternative.

The internal emails do not tell us what RV prices, product quality, or parts availability would look like after a merger.

What they do provide is a look at an actual dispute involving Patrick, a Patrick-owned supplier, and an outside company trying to compete for RV manufacturer business.

With Patrick now seeking to combine with Lippert, those conversations have taken on significance far beyond a waterless P-trap.

Editor’s note: CamperFAQs contacted Patrick Industries on September 16 and requested comment on the internal emails and SEAFLO’s proposed new claims. This article will be updated to include Patrick’s response if one is received.

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