Item 7.01. Regulation FD Disclosure
On February 6, 2023, MSC Industrial Direct Co., Inc. (the "Company") issued a
press release, a copy of which release is furnished with this report as
Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is
being furnished and shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in any such filing.
Item 8.01. Other Events
On January 31, 2023, the Board of Directors of the Company (the "Board")
received a proposal (the "Proposal") from the Company's controlling
shareholders, the Jacobson/Gershwind family, to exchange their Class B common
stock for shares of Class A common stock, reclassify the Company's Class B
common stock and Class A common stock into a single class of common stock and
eliminate the current dual-class share structure. The Board has formed a Special
Committee composed entirely of independent directors to evaluate the Proposal,
which will be advised by independent financial and legal advisors. Under the
terms of the Proposal, any definitive agreement would first require approval by
the Special Committee and the Board, as well as the holders of a majority of the
Class A common stock that do not also hold Class B common stock.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
99.1 Press Release, dated February 6, 2023, issued by MSC Industrial Direct
Co., Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101).
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