Barnes Group Inc. Announces Agreement to Sell Its Barnes Distribution North America Business to MSC Industrial Direct for $550

  Barnes Group Inc. Announces Agreement to Sell Its Barnes Distribution North
  America Business to MSC Industrial Direct for $550 Million

Business Wire

BRISTOL, Conn. -- February 22, 2013

Barnes Group Inc. (NYSE: B), an international aerospace and industrial
manufacturing and service provider, today announced that it has entered into a
definitive agreement to sell its Barnes Distribution North America business
(“BDNA”) to MSC Industrial Direct Co., Inc. for $550 million, subject to
certain adjustments. The transaction, which is subject to various conditions,
including customary closing conditions and approvals, is expected to close in
late March, or early in the second quarter of 2013.

Barnes Distribution North America is an industry leader in logistical support
by providing inventory management, technical sales, and supply chain solutions
for maintenance, repair, operating and production supplies. With advanced
e-commerce capabilities and other technology-based solutions, BDNA offers a
diverse range of service options and innovative solutions to meet customers’
individual needs and improve their overall profitability. BDNA, headquartered
in Cleveland, Ohio, has approximately 1,400 employees and had 2012 revenues of
approximately $300 million.

MSC Industrial Direct is one of the nation's largest distributors of
Metalworking and Maintenance, Repair and Operations (“MRO”) supplies to
industrial customers throughout the United States.

“We’re very pleased to announce the sale of BDNA to MSC Industrial Direct as
this is a highly positive transaction for both parties,” said Gregory F.
Milzcik, President and Chief Executive Officer of Barnes Group Inc. “MSC is
gaining an established leader in vendor managed inventory distribution, and
Barnes Group is advancing its strategic focus on differentiated manufacturing
and related aftermarket services. Additionally, joining forces with MSC is an
excellent opportunity for BDNA and its employees to further develop their
potential as part of a company whose sole focus is distribution.”

Barnes Group expects to report BDNA as Discontinued Operations beginning with
the first quarter of 2013. After-tax proceeds from the transaction are
anticipated to be approximately $400 million. Barnes Group expects to utilize
a portion of the proceeds to reduce debt, buyback common shares, invest in
profitable growth initiatives including acquisitions, and general corporate

The BDNA business results currently comprise the majority of the Company’s
Distribution segment. The remaining business within the Distribution segment,
Associated Spring Raymond, will be realigned into the Company’s Industrial
Segment. Accordingly, the Company’s financial results, beginning with the
first quarter of 2013, will be reported in two segments: Aerospace and

Baird served as the exclusive financial advisor to Barnes Group Inc. on the
sale of Barnes Distribution North America.

About Barnes Group Inc.

Founded in 1857, Barnes Group Inc. (NYSE: B) is an international aerospace and
industrial manufacturer and service provider, serving a wide range of end
markets and customers. The products and services provided by Barnes Group are
used in far-reaching applications that provide transportation, communication,
manufacturing and technology to the world. Barnes Group’s approximately 5,100
dedicated employees, at more than 70 locations worldwide, are committed to
achieving consistent and sustainable profitable growth. For more information,

About MSC Industrial Direct Co., Inc.

MSC Industrial Direct Co., Inc. is one of the largest distributors of
Metalworking and Maintenance, Repair and Operations (“MRO”) supplies to
industrial customers throughout the United States. MSC employs one of the
industry’s largest sales forces and distributes approximately 600,000
industrial products from approximately 3,000 suppliers. In-stock availability
is approximately 99%, with next day standard delivery to the contiguous United
States on qualifying orders up until 8 p.m. Eastern Time. For more
information, visit MSC’s website at

Forward-Looking Statements

This release contains certain forward-looking statements as defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
are made based upon management's good faith expectations and beliefs
concerning future developments and their potential effect upon the Company and
can be identified by the use of words such as "anticipated," "believe,"
"expect," "plans," "strategy," "estimate," "project," and other words of
similar meaning in connection with a discussion of future operating or
financial performance. These forward-looking statements are subject to risks
and uncertainties that may cause actual results to differ materially from
those expressed in the forward-looking statements. The risks and
uncertainties, including whether the transaction proposed by MSC Industrial
Direct Co., Inc. will be consummated and others described in our periodic
filings with the Securities and Exchange Commission, include, among others,
uncertainties arising from the current or worsening conditions in financial
markets; future financial performance of the industries or customers that we
serve; changes in market demand for our products and services; integration of
acquired businesses, including integration of Synventive Molding Solutions;
restructuring costs or savings; the impact of the proposed acquisition of the
Barnes Distribution North America business by MSC Industrial Direct Co., Inc.;
the impact of the divestiture in 2011 of our Barnes Distribution Europe
businesses; and any other future strategic actions, including acquisitions,
joint ventures, divestitures, restructurings, or strategic business
realignments, and our ability to achieve the financial and operational targets
set in connection with any such actions; introduction or development of new
products or transfer of work; changes in raw material or product prices and
availability; foreign currency exposure; our dependence upon revenues and
earnings from a small number of significant customers; a major loss of
customers; the outcome of pending and future claims or litigation or
governmental, regulatory proceedings, investigations, inquiries, and audits;
uninsured claims and litigation; outcome of contingencies; future repurchases
of common stock; future levels of indebtedness; and numerous other matters of
global, regional or national scale, including those of a political, economic,
business, competitive, environmental, regulatory and public health nature. The
Company assumes no obligation to update our forward-looking statements.


Barnes Group Inc.
William Pitts
Director, Investor Relations
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