Item 1.01Entry into a Material Definitive Agreement.

On December 19, 2022, MSC Industrial Direct Co., Inc. (the "Company") entered into a Receivables Purchase Agreement (the "RPA"), by and among MSC A/R Holding Co., LLC, a wholly owned subsidiary of the Company ("MSC A/R"), as seller, the Company, as master servicer, the purchasers from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent. Additionally, MSC A/R also entered into a Receivables Sale Agreement, dated as of December 19, 2022 (the "RSA" and, together with the RPA, collectively the "Receivables Facility"), by and between MSC A/R, as buyer and Sid Tool Co., Inc., a wholly owned subsidiary of the Company ("Sid Tool"), as originator.

The Receivables Facility is a committed senior secured revolving trade receivables facility in an initial aggregate amount of $300.0 million. Under the provisions of the Receivables Facility, Sid Tool will sell its existing and future trade receivables and certain related rights (the "Receivables") to MSC A/R at a fair market value purchase price by means of cash and a subordinated intercompany note. Pursuant to the terms of the RPA, purchasers will purchase Receivables from MSC A/R. Amounts purchased under the Receivables Facility will be priced at 1-month Term SOFR plus a margin.

The Receivables Facility contains certain representations and warranties by the Company customary for facilities of this type. The Receivables Facility also contains two financial covenants requiring the Company to maintain: (i) a maximum consolidated leverage ratio of total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation and amortization) of no more than 3.00 to 1.00 (or, at the election of the Company after it consummates a material acquisition, a four-quarter temporary increase to 3.50 to 1.00) and (ii) a consolidated interest coverage ratio of more than 3:00 to 1:00 as of the last day of any fiscal quarter.

The foregoing description of the Receivables Facility is not complete and is qualified in its entirety by reference to the full terms and conditions of the RPA and RSA, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Wells Fargo, which is the administrative agent under the RPA, and Bank of America, N.A., a purchaser under the RPA, are each a lender and issuing lender under the Company's revolving credit agreement, and Regions Bank, a purchaser under the RPA, is also a lender under the Company's revolving credit agreement.

Item 2.03Creation of a direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 above is hereby incorporated by reference into this Item 2.03.




Item 9.01Financial Statements and Exhibits.
(d) Exhibits:
   10.1      Receivables Purchase Agreement, dated as of December 19, 2022, by and
        ?  among MSC Industrial Direct Co., Inc, MSC A/R, Wells Fargo Bank, National
   10.2    Association and the purchasers listed thereto.
           ?
             Receivables Sale Agreement, dated as of December 19, 2022, by and
           between MSC A/R and Sid Tool Co., Inc.
      104  Cover Page Interactive Data File (embedded within the Inline XBRL
           document).



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