MSC Industrial Direct Co., Inc. Completes Acquisition Of Barnes Distribution North America

 MSC Industrial Direct Co., Inc. Completes Acquisition Of Barnes Distribution
                                North America

Strengthens inventory management solutions, expands product portfolio in
fasteners, establishes Canada footprint

PR Newswire

MELVILLE, N.Y., April 22, 2013

MELVILLE, N.Y., April 22, 2013 /PRNewswire/ --MSC INDUSTRIAL DIRECT CO., INC.
(NYSE: MSM) today announced that it has completed the acquisition of the North
American distribution business ("BDNA" or the "Business") of Barnes Group Inc.
(NYSE: B) for $550 million, subject to customary working capital adjustments.
With this acquisition, MSC extends its inventory management solutions and
product offering in fasteners and other high gross margin consumable products,
and establishes a significant presence in the Canadian market.

MSC financed the purchase of BDNA utilizing both existing cash and a new
credit facility, which was closed simultaneously with the acquisition. The new
credit facility includes a fully drawn $250 million term loan and a $400
million revolver, of which $120 million was drawn at closing to fund the
acquisition. As previously announced, run-rate cost synergies are expected to
reach $15-$20 million by fiscal 2015. The acquisition is expected to be
accretive to cash flow and earnings per diluted share ("EPS"), including
synergies and excluding transaction and integration costs, by contributing an
expected incremental EPS of $0.15-$0.20 and $0.30-$0.40 in fiscal years 2014
and 2015, respectively.

Erik Gershwind, MSC's President and Chief Executive Officer, commented, "The
acquisition of BDNA enables us to provide our mutual customers a deeper
inventory management solution, a broader product offering and a larger
geographic footprint to help them grow their businesses, increase productivity
and reduce their MRO inventory costs. The addition of so many talented
associates from BDNA nearly doubles MSC's existing sales force and
tremendously strengthens our future growth opportunities."

Headquartered in Cleveland, Ohio, BDNA is a leading distributor of fasteners
and other high margin, low cost consumables with a broad distribution
footprint throughout the U.S. and Canada. BDNA has a strong presence with
customers across manufacturing, government, transportation and natural
resources end-markets. BDNA specializes in lowering the total cost of their
customers' inventory management through storeroom organization and vendor
managed inventory. The Business services roughly 31,000 customers with nearly
1,400 associates, including over 800 field sales associates, and offers more
than 55,000 SKU's of products. For calendar year 2012, BDNA generated sales
of roughly $300 million.

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 900,000
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 http://www.mscdirect.com.

Note Regarding Forward-Looking Statements: Statements in this Press Release
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other than
statements of historical fact, that address activities, events or developments
that we expect, believe or anticipate will or may occur in the future,
including statements relating to expected synergies arising out of the
transaction and statements with respect to future financial results, are
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated by these forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as
of the date hereof. The inclusion of any statement in this release does not
constitute an admission by MSC or any other person that the events or
circumstances described in such statement are material. Factors that could
cause actual results to differ materially from those in forward-looking
statements include: problems with successfully integrating acquired
operations, unanticipated delays or costs associated with opening or expanding
our customer fulfillment centers or customer service centers, current
economic, political and social conditions, changing customer and product
mixes, financial restrictions on outstanding borrowings, industry
consolidation, the loss of key suppliers or supply chain disruptions,
competition, general economic conditions in the markets in which we operate,
volatility in commodity and energy prices, credit risk of our customers, risk
of cancellation or rescheduling of orders, work stoppages or other business
interruptions (including those due to extreme weather conditions) at
transportation centers or shipping ports, the risk of war, terrorism and
similar hostilities, dependence on our information systems and on key
personnel, and the outcome of potential government or regulatory proceedings
or future litigation relating to pending or future claims, inquiries or
audits. Additional information concerning these and other risks is described
under "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in the reports on Forms 10-K and 10-Q
that we file with the U.S. Securities and Exchange Commission. We assume no
obligation to update any of these forward-looking statements.



SOURCE MSC Industrial Direct Co., Inc.

Website: http://www.MSCdirect.com
Contact: Investor Contact: John G. Chironna, VP Investor Relations & Treasurer
, MSC Industrial Direct Co., Inc., (516) 812-1216, or Media Contact: Rachel
Rosenblatt, FTI Consulting - Strategic Communications, (212) 850-5600
 
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