Item 1.01. Entry into a Material Definitive Agreement
On July 16, 2025, MSC Industrial Direct Co., Inc. (the "Company") entered into Amendment No. 3 to the Credit Agreement, dated as of July 16, 2025 (the "Amendment"), by and among the Company, the subsidiary guarantors party thereto, the lenders, the issuing lenders and the swingline lender party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), which amends the Company's existing Credit Agreement, dated as of April 14, 2017 (as amended, the "Credit Agreement"), by and among the Company, the financial institutions party thereto as lenders (the "Lenders") and the Administrative Agent. The Amendment provides for, among other things: (i) an extension of the maturity date for the Company's existing $600 million unsecured revolving loan facility (the "Credit Facility") to July 16, 2030; (ii) updates to the performance-based pricing grid and financial covenants determined by the Company's consolidated net leverage ratio (as defined in the Credit Agreement); (iii) the removal of the credit spread adjustment to the interest rate applicable to borrowings under the Credit Facility; (iv) the replacement of certain Lenders under the Credit Facility; (v) the addition of a $50 million swingline loan sub-facility; and (vi) the option for the Company to request up to two one-year extensions of the maturity date of the Credit Facility, subject to Lender approval. As amended, the Credit Facility continues to include customary covenants, representations and warranties and events of default.
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.
Certain of the Lenders under the Credit Facility and/or their affiliates have from time to time performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and/or its subsidiaries in the ordinary course of business, for which they have received or will receive customary fees and commissions.
Item 2.03. Creation 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.