Item 1.01Entry into a Material Definitive Agreement.
On
The Receivables Facility is a committed senior secured revolving trade
receivables facility in an initial aggregate amount of
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
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 ofDecember 19, 2022 , by and ? amongMSC Industrial Direct Co., Inc , MSC A/R,Wells Fargo Bank , National 10.2 Association and the purchasers listed thereto. ? Receivables Sale Agreement, dated as ofDecember 19, 2022 , by and betweenMSC A/R andSid Tool Co., Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). ? -2-
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