MSC Industrial Direct (NYSE: MSM) boosts receivables capacity to $350M and extends term

Rhea-AI Filing Summary

MSC Industrial Direct amended its receivables purchase facility, which finances customer receivables, through a new joinder and amendment to its Receivables Purchase Agreement. The changes extend the facility’s Scheduled Termination Date to December 8, 2028, add a new purchaser, and increase the maximum aggregate commitment by $50 million to a total of $350 million. The amendment also removes the credit spread adjustment from the interest rate on amounts outstanding and updates the definition of the company’s consolidated net leverage ratio to align with its revolving credit agreement. Wells Fargo continues as administrative agent, with Bank of America, Regions Bank, and PNC Bank participating as purchasers and also serving as lenders under the company’s revolving credit agreement.

Insights

Credit & capital structure analyst

MSC extends and modestly upsizes its receivables facility with adjusted pricing terms.

MSC Industrial Direct has updated its receivables purchase facility through a joinder and amendment that extends the Scheduled Termination Date to December 8, 2028. This type of facility allows the company to sell or finance trade receivables, supporting working capital without relying solely on its revolving credit line.

The amendment increases the maximum aggregate commitment by $50 million to $350 million and removes the credit spread adjustment from the interest rate on outstanding amounts, which may affect all-in financing costs depending on base rates. The consolidated net leverage ratio definition is aligned with the company’s revolving credit agreement, helping maintain consistency across key debt documents.

Wells Fargo remains administrative agent, with Bank of America, Regions Bank, and PNC Bank participating as purchasers and also as lenders under the revolving credit agreement. Future disclosures in periodic reports can provide more detail on how actively this $350 million capacity is utilized and its role relative to other funding sources.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

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

___________________________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

___________________________________

New York			1-14130			11-3289165
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

515 Broadhollow Road, Suite 1000, Melville, New York			11747
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (516) 812-2000

Not Applicable

(Former name or former address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share			MSM			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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
10.1						Joinder and Amendment No. 1 to Receivables Purchase Agreement, dated as of December 10, 2025, by and among MSC Industrial Direct Co., Inc, MSC A/R Holding Co., LLC, Wells Fargo Bank, National Association and the purchasers listed thereto.
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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FAQ

What did MSC Industrial Direct (MSM) announce in this 8-K?

MSC Industrial Direct reported that it entered into a Joinder and Amendment No. 1 to its Receivables Purchase Agreement, updating key terms of its receivables financing facility, including maturity, size, pricing mechanics, and leverage ratio definition.

How did the receivables facility size change for MSC Industrial Direct (MSM)?

The amendment adds a new purchaser and increases the facility’s maximum aggregate commitment by $50 million to $350 million, expanding the total receivables financing capacity available to the company.

When does MSC Industrial Direct’s amended receivables facility now mature?

The amendment extends the facility’s Scheduled Termination Date to December 8, 2028, providing a longer-dated source of working capital financing for MSC Industrial Direct.

What change was made to the interest rate under MSC Industrial Direct’s receivables agreement?

The amendment removes the credit spread adjustment from the interest rate applicable to amounts outstanding under the Receivables Purchase Agreement, potentially altering the overall cost of funds tied to this facility.

How was the leverage ratio definition updated for MSC Industrial Direct (MSM)?

The amendment updates the definition of the company’s consolidated net leverage ratio so that it reflects previously disclosed changes in MSC Industrial Direct’s revolving credit agreement, aligning covenant definitions across facilities.

Which banks are involved in MSC Industrial Direct’s amended receivables facility?

Wells Fargo Bank, National Association is the administrative agent. Bank of America, N.A., Regions Bank, and PNC Bank, National Association are purchasers under the receivables facility and also serve as lenders under the company’s revolving credit agreement.

Where can investors find the full terms of MSC Industrial Direct’s amendment?

The complete terms of the Joinder and Amendment No. 1 to the Receivables Purchase Agreement are included as Exhibit 10.1 to this report and are incorporated by reference.