MSC Industrial Direct Company Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$MSM
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2025
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Item 1.01. Entry Into a Material Definitive Agreement
On December 10, 2025, MSC Industrial Direct Co., Inc. (the “Company”) entered into a Joinder and Amendment No. 1 to Receivables Purchase Agreement (the “Amendment”), 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 existing purchasers and joining purchaser party thereto and Wells Fargo Bank, National Association, as administrative agent (“Wells Fargo”), which amends the Company’s Receivables Purchase Agreement, dated December 19, 2022, by and among MSC A/R, as seller, the Company, as master servicer, the purchasers from time to time party thereto, and Wells Fargo, as administrative agent (as amended, the “RPA”).
The Amendment provides for, among other things: (i) the extension of the “Scheduled Termination Date” (as defined in the RPA) to December 8, 2028, (ii) the addition of a joining purchaser, increasing the maximum aggregate commitment under the RPA by $50 million to $350 million, (iii) the removal of the credit spread adjustment to the interest rate applicable to amounts outstanding under the RPA and (iv) an update to the definition of the Company’s consolidated net leverage ratio to reflect previously disclosed changes to the same ratio in the Company’s revolving credit agreement. As amended, the RPA continues to include customary representations and warranties for facilities of this type.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full terms and conditions of the Amendment, which is filed as Exhibit 10.1 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 and PNC Bank, National Association, purchasers under the RPA, are also lenders under the Company’s revolving credit agreement.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents). | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MSC INDUSTRIAL DIRECT CO., INC. | |||||||||||
| Date: | December 12, 2025 | By: | /s/ NEAL DONGRE | ||||||||
Name: | Neal Dongre | ||||||||||
Title: | Senior Vice President, General Counsel and Corporate Secretary | ||||||||||
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