MELVILLE, N.Y. and DAVIDSON, N.C., July 7,
2016 /PRNewswire/ -- MSC INDUSTRIAL SUPPLY CO.
(NYSE: MSM), "MSC" or the "Company," a premier distributor of
Metalworking and Maintenance, Repair and Operations supplies to
industrial customers throughout North
America, announced today that it has commenced a "modified
Dutch auction" tender offer for up to $300 million of its Class A common stock at
a price per share not less than $66.00 and not greater than $72.50. The tender offer will expire at
5:00 P.M., New York City time, on August 4, 2016, unless extended by the Company.
Tenders of shares must be made on or prior to the expiration of the
tender offer and may be withdrawn at any time prior to the
expiration of the tender offer, in each case, in accordance with
the procedures described in the tender offer materials.
A "modified Dutch auction" tender offer allows shareholders to
indicate how many shares and at what price within the Company's
specified range they wish to tender. Based on the number of shares
tendered and the prices specified by the tendering shareholders,
the Company will determine the lowest price per share within the
specified range that will enable the Company to purchase shares
having an aggregate purchase price of up to $300 million. The Company also reserves the
right, in the event that more than $300
million of its shares are tendered in the tender offer at or
below the purchase price, to purchase up to an additional 2% of its
outstanding shares of Class A common stock (excluding shares held
by the Company's Class B shareholders) without amending or
extending the tender offer. All shares purchased by the Company in
the tender offer will be purchased at the same price. Shareholders
whose shares are purchased in the tender offer will be paid the
determined purchase price in cash, less any applicable withholding
taxes and without interest, after the expiration of the tender
offer.
The Company also announced on July 6,
2016 that it has entered into a stock purchase agreement
with the holders of the Company's Class B common stock to purchase
from such shareholders a pro rata number of shares at the same
price per share as will be paid by the Company in the tender offer,
such that their percentage ownership and voting power in the
Company would remain substantially the same as prior to the tender
offer. The Class B shareholders also have agreed not to participate
in the tender offer. Based on their ownership of Class A and Class
B shares representing approximately 23.2% of the Company's
outstanding shares, if the tender offer is fully subscribed, the
Company would repurchase a total of approximately $390 million of its common stock through the
tender offer and the stock purchase agreement (representing
approximately 8.7% to 9.6% of the Company's outstanding shares of
common stock as of July 1,
2016).
The Company expects to finance the share purchases in the tender
offer and under the stock purchase agreement with proceeds from the
sale of $175 million in aggregate
principal amount of unsecured senior notes to be issued to New York
Life Insurance Company and one or more of its affiliates, and
borrowings under its existing revolving credit facility. The tender
offer is not conditioned upon any minimum number of shares being
tendered, but is subject to the successful closing of the sale of
the notes and other customary conditions that are described in the
tender offer documents. The tender offer documents also contain
tendering instructions and a complete explanation of the tender
offer's terms and conditions.
The dealer managers for the tender offer are J.P. Morgan
Securities LLC and Credit Suisse Securities (USA) LLC. Georgeson LLC. is serving as
information agent for the tender offer and Computershare is serving
as the depositary for the tender offer.
Neither MSC, its directors, the dealer managers, the information
agent, nor the depositary makes any recommendation as to whether to
tender shares or as to the price at which to tender them.
Additional Information Regarding the Planned Tender
Offer
This release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
the Company's Class A common stock. The tender offer is being made
solely by the Offer to Purchase, Letter of Transmittal and other
tender offer documents, as they may be amended or supplemented from
time to time, mailed to shareholders beginning on July 7, 2016. Each of these documents have been
filed with the Securities and Exchange Commission, and shareholders
may obtain them for free from the Securities and Exchange
Commission at its website (www.sec.gov). Shareholders may also
obtain a copy of these documents from the Company's information
agent, Georgeson LLC, by calling toll-free at 800-248-7690.
SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE TENDER OFFER, THAT SHAREHOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES.
Contact
Information
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Investors:
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Media:
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John G.
Chironna
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Paul Mason
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Vice President,
Investor Relations and Treasurer
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Director, Corporate
Communications
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(704)
987-5231
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(704)
987-5313
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About MSC Industrial Supply Co. MSC Industrial
Supply Co. (NYSE: MSM) is a leading North American distributor of
metalworking and maintenance, repair, and operations (MRO) products
and services. We help our customers drive greater productivity,
profitability and growth with more than 1 million products,
inventory management and other supply chain solutions, and deep
expertise from 75 years of working with customers across
industries.
Our experienced team of over 6,500 associates is dedicated to
working side by side with our customers to help drive results for
their businesses - from keeping operations running efficiently
today to continuously rethinking, retooling, and optimizing for a
more productive tomorrow.
For more information on MSC, please visit www.mscdirect.com.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/msc-commences-self-tender-offer-and-related-stock-repurchase-for-up-to-390-million-of-its-common-stock-300295090.html
SOURCE MSC Industrial Supply Co.