8-K

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): July 5, 2016

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.)

75 Maxess Road, 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))

þ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On July 5, 2016, MSC Industrial Direct Co., Inc. (the “Company”) entered into an agreement (the “Purchase Agreement”) with Mitchell Jacobson, the Company’s Chairman, his sister, Marjorie Gershwind Fiverson, Erik Gershwind, the Company’s President and Chief Executive Officer, and two other beneficial owners (collectively, the “Sellers”) of the Company’s Class B common stock, par value $0.001 per share (“Class B Common Stock”) who, in the aggregate, beneficially own 14,264,058 shares of the Company’s Class A common stock, par value $0.001 per share (“Class A Common Stock”) (including, in the aggregate, 13,085,282 shares of the Company’s Class B Common Stock that are immediately convertible on a one-for-one basis into shares of Class A Common Stock), representing in the aggregate beneficial ownership of approximately 23.16% of the outstanding shares of Class A Common Stock as of July 1, 2016.  Pursuant to the Purchase Agreement, each Seller has agreed to sell or cause to be sold by trusts or other entities on whose behalf such Seller acts, and the Company has agreed to purchase, an aggregate number of shares of Class A Common Stock, at the price per share to be paid by the Company in the Proposed Tender Offer as described in Item 8.01 of this Current Report on Form 8-K, such that the Sellers’ aggregate percentage ownership and voting power in the Company would remain substantially the same as prior to the Proposed Tender Offer. The Sellers also have agreed not to participate in the Proposed Tender Offer. The Purchase Agreement was approved by the Nominating and Corporate Governance Committee of the Company’s Board of Directors as well as the disinterested members of the Company’s Board of Directors.  The sale and purchase of shares is expected to occur on the 11th business day following the completion of the Proposed Tender Offer and is subject to the successful completion of the Proposed Tender Offer and other customary conditions set forth in the Purchase Agreement.

The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition

The information in this Current Report on Form 8-K that is furnished under “Item 2.02 Results of Operations and Financial Condition” and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

On July 6, 2016, the Company issued a press release announcing financial results for its fiscal 2016 third quarter ended May 28, 2016. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 8.01 Other Events

On July 6, 2016, the Company issued a press release announcing its plans to commence a tender offer to purchase for cash up to $300 million in value of shares of its Class A common stock through a modified “Dutch auction” tender offer at a price per share of not less than $66.00 and not greater than $72.50 (the “Proposed Tender Offer”). The Proposed Tender Offer is expected to commence on or about July 7, 2016 and will remain open for at least 20 business days. A copy of the press release is attached as Exhibit 99.2 and is incorporated by reference herein.

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Additional Information Regarding the Planned Tender Offer

This communication 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 planned tender offer described in this communication has not yet commenced and there can be no assurance that the Company will commence the tender offer on the terms described in this communication or at all. The tender offer to buy the Company’s Class A common stock will only be made pursuant to an Offer to Purchase, Letter of Transmittal and related materials that the Company expects to send to its shareholders and file with the Securities and Exchange Commission upon commencement of the tender offer. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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. Once the tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that the Company expects to file with the Securities and Exchange Commission at the Commission’s website at 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.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

10.1   Stock Purchase Agreement, dated July 5, 2016, between MSC Industrial Direct Co., Inc. and the persons listed on Schedule I thereto.

99.1   Press Release, dated July 6, 2016, issued by MSC Industrial Direct Co., Inc. announcing financial results for the Company’s fiscal 2016 third quarter ended May 28, 2016.

99.2   Press Release, dated July 6, 2016, issued by MSC Industrial Direct Co., Inc. announcing the Company’s plans to commence a tender offer.

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SIGNATURES

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: July 6, 2016	By:	/s/ Rustom Jilla
	Name:	Rustom Jilla
	Title:	Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit No.
	Description
10.1	Stock Purchase Agreement, dated July 5, 2016, between MSC Industrial Direct Co., Inc. and the persons listed on Schedule I thereto.
99.1	Press Release, dated July 6, 2016, issued by MSC Industrial Direct Co., Inc. announcing financial results for the Company’s fiscal 2016 third quarter ended May 28, 2016.
99.2	Press Release, dated July 6, 2016, issued by MSC Industrial Direct Co., Inc. announcing the Company’s plans to commence a tender offer.

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EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 5, 2016, by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Company”) and the persons listed on Schedule I hereto (collectively, the “Sellers”).

R E C I T A L S

WHEREAS, the Company intends, but has not made any public announcement of such intention, to conduct a public modified Dutch auction self-tender offer for up to $300 million in consideration (the “Total Consideration”) of shares of its Class A common stock, par value $0.001 per share (“Class A Common Stock”), at prices ranging from $66.00 to $72.50 per share (the “Price Range”), subject to the other terms and conditions thereof which shall be determined by the Company’s Board of Directors (or a designated committee thereof) (the “Board of Directors” and such offer, as it may be adopted or amended from time to time, the “Tender Offer”);

WHEREAS, as of the date hereof, the Sellers beneficially own (within the meaning of Rule 13d-3(d) under the Securities Exchange Act of 1934, as amended (“Rule 13d-3(d)”) or “Beneficially Own”), in the aggregate, 14,264,058 shares of the Class A Common Stock (including, in the aggregate, 13,085,282 shares of the Company’s Class B common stock, par value $0.001 per share (“Class B Common Stock”) that are immediately convertible on a one-for-one basis into shares of Class A Common Stock), representing in the aggregate Beneficial Ownership of approximately 23.16% of the outstanding shares of Class A Common Stock as of July 1, 2016 (as determined in accordance with Rule 13d-3(d));

WHEREAS, upon the request of the Company, in order to maximize liquidity for other shareholders, not impact the purchase price received by shareholders participating in the Tender Offer and provide full transparency and certainty regarding the Sellers’ participation in the Company’s stock repurchase program, each Seller has determined not to exercise such Seller’s respective right to tender any of such Seller’s shares of Class A Common Stock (either owned as of the date hereof or issuable upon conversion of shares of Class B Common Stock or upon the exercise of currently exercisable options), either owned directly or by such Seller’s Entities (as hereinafter defined) pursuant to the Tender Offer;

WHEREAS, in connection with this Agreement, the Company has offered each Seller the opportunity to participate on a pro rata basis in the sales by the Sellers (and each such Seller’s Entities) contemplated by this Agreement and offered to Sellers who expressed a desire to participate fully in this Agreement the opportunity to participate on a greater than pro rata basis in relation to Sellers who have determined to participate on a less than pro rata basis, such that the Sellers in the aggregate have individually agreed to participate in this Agreement on the basis set forth in this Agreement; and

WHEREAS, the Company wishes to purchase from the Sellers severally, and the Sellers severally wish to sell to the Company, each such Seller’s Shares (as hereinafter defined), on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sellers hereby severally agree with the Company and the Company agrees with each Seller as follows:

section 1
PURCHASE AND SALE OF THE SHARES; THE CLOSING

1.1Purchase and Sale of Class A Common Stock. Subject to the completion of the Tender Offer and the other terms and conditions of this Agreement, and on the basis of the representations, warranties and covenants set forth herein, each Seller severally agrees to sell to the Company and, as applicable, cause to be sold to the Company by trusts or other entities on whose behalf such Seller acts (as identified in Schedule I hereto and referred to in this Agreement as “such Seller’s Entities”), and the Company agrees to purchase from each Seller and, as applicable, such Seller’s Entities, such aggregate number of shares (“such Seller’s Shares” and the aggregate of such Seller’s Shares for all Sellers, the “Shares”) of Class A Common Stock (rounded to the nearest whole number of shares) equal to such Seller’s percentage participation (“Percentage Participation”) as set forth next to such Seller’s name on Schedule I hereto, multiplied by the product of (i) 14,264,058 and (ii) a fraction, the numerator of which is the aggregate number of shares of Class A Common Stock purchased by the Company in the Tender Offer and the denominator of which is 47,313,055 (representing the outstanding shares of Class A Common Stock owned by all shareholders of the Company other than the Sellers and each such Seller’s Entities, as of July 1, 2016). Each Seller may allocate among such Seller and, as applicable, such Seller’s Entities, the number of such Seller’s Shares to be sold by such Seller and, as applicable, such Seller’s Entities.

1.2Purchase Price. The per share purchase price (“Per Share Purchase Price”) for the Shares shall be equal to the price per share paid by the Company for the shares of Class A Common Stock tendered by the holders of Class A Common Stock in the Tender Offer. The purchase price (“Purchase Price”) for each Seller and, as applicable, each of such Seller’s Entities shall equal the Per Share Purchase Price specified in Section 1.2 multiplied by the number of such Seller’s Shares purchased by the Company from each such Seller and, as applicable, each of such Seller’s Entities pursuant to Section 1.1 of this Agreement.

1.3The Closing. Subject to the terms and conditions hereof, the purchase and sale of the Shares contemplated by this Agreement (the “Closing”) will take place at the offices of Curtis, Mallet-Prevost, Colt & Mosle LLP, 101 Park Avenue, New York, New York 10178 at 10:00 a.m., New York City time on the eleventh business day following the expiration date of the Tender Offer, or at such other later date or place as the parties shall mutually agree. At the Closing, (a) each Seller and, as applicable, each of such Seller’s Entities, will deliver to the Company the number of such Seller’s Shares to be purchased by the Company (such delivery to be made in such form as reasonably determined by the Company as necessary to effect the transfer of such Shares), and (b) the Company shall deliver the Purchase Price to each Seller and, as applicable, each of such Seller’s Entities by wire transfer of immediately available funds to one or more accounts specified by each respective Seller at least one business day prior to the Closing.

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section 2
REPRESENTATIONS AND WARRANTIES OF SELLERS

In order to induce the Company to enter into this Agreement, each Seller, severally and not jointly, hereby represents and warrants to the Company as follows:

2.1Ownership of Shares. As of the date of this Agreement, such Seller Beneficially Owns the number of shares of Class A and Class B Common Stock set forth opposite such Seller’s name on Schedule I hereto. At the Closing, such Seller and, as applicable, such Seller’s Entities shall own the number of such Seller’s Shares to be sold to the Company by such Seller and, as applicable, such Seller’s Entities and such Seller’s Shares, when delivered by such Seller and, as applicable, by such Seller’s Entities to the Company, shall be free and clear of any liens, claims or encumbrances, including rights of first refusal and similar claims, except for restrictions of applicable state and federal securities laws. There are no restrictions on the transfer of such Seller’s Shares to be sold to the Company by such Seller and, as applicable, such Seller’s Entities imposed by any shareholder or similar agreement or any law, regulation or order, other than applicable state and federal securities laws, other than restrictions that currently apply to the transfer of shares of Class B Common Stock as set forth in the Company’s Certificate of Incorporation.

2.2Authorization. Such Seller has full right, power and authority to execute, deliver and perform this Agreement and to sell, assign and deliver or cause to be sold, assigned and delivered such Seller’s Shares to be sold by such Seller and, as applicable, such Seller’s Entities to the Company. This Agreement is the legal, valid and, assuming due execution and delivery by the Company, binding obligation of such Seller, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

2.3No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by such Seller (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of such Seller or such Seller’s Entities, or to which any of such Seller or such Seller’s Entities is subject, (b) will not result in the creation or imposition of any lien upon the Shares to be sold by such Seller or such Seller’s Entities, and (c) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with any of such Seller or such Seller’s Entities.

2.4U.S. Persons. Such Seller is a U.S. person for U.S. federal income tax purposes.

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section 3
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Sellers to enter into this Agreement, the Company hereby represents and warrants as follows:

3.1Organization and Corporate Power; Authorization. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New York. The Company has the requisite power and authority to execute, deliver and perform this Agreement and to acquire the Shares. As of the Closing, the Company will have sufficient capital to purchase the Shares hereunder. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby have been approved by a majority of the disinterested directors on the Board of Directors and have been otherwise duly authorized by all requisite action on the part of the Company. This Agreement and any other agreements, instruments, or documents entered into by the Company pursuant to this Agreement have been duly executed and delivered by the Company and are the legal, valid and, assuming due execution by the other parties hereto, binding obligations of the Company, enforceable against the Company in accordance with their terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to or affecting the rights of creditors or creditors’ rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding at law or in equity).

3.2Capital Stock. The authorized capital stock of the Company consists of (a) 100,000,000 shares of Class A Common Stock, of which 48,374,634 shares were issued and outstanding as of July 1, 2016 and (b) 50,000,000 shares of Class B Common Stock, of which 13,085,282 shares were issued and outstanding as of July 1, 2016.

3.3No Violation; No Consent. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Company (a) will not constitute a breach or violation of or default under any judgment, decree or order or any agreement or instrument of the Company or to which the Company is subject, and (b) will not require the consent of or notice to any governmental entity or any party to any contract, agreement or arrangement with the Company.

section 4
CONDITIONS TO THE COMPANY’S OBLIGATIONS

The obligations of the Company under Section 1 to purchase the Shares at the Closing from each Seller and, as applicable, each of such Seller’s Entities are subject to the fulfillment as of the Closing of each of the following conditions unless waived by the Company in accordance with Section 8.9:

4.1Representations and Warranties. The representations and warranties of such Seller contained in Section 2 shall be true and correct in all material respects on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

4.2Performance. Such Seller shall have performed and complied in all material respects with all agreements, obligations, and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

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4.3Tender Offer. The expiration of the Tender Offer shall have occurred and the Company shall have purchased shares of Class A Common Stock pursuant thereto in accordance with the terms thereof.

4.4Delivery of Shares. Such Seller and, as applicable, such Seller’s Entities shall have delivered all of such Seller’s Shares to be sold by such Seller and, as applicable, by such Seller’s Entities at the Closing, free and clear of any liens, claims or encumbrances, along with all documents or other instruments necessary for a valid transfer.

4.5Further Assurances. No governmental authority shall have advised or notified the Company that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of the Company’s good faith efforts to cause such withdrawal.

section 5
CONDITIONS TO SELLERS’ OBLIGATIONS

The obligations of each Seller under Section 1 to sell or cause to be sold such Seller’s Shares at the Closing are subject to the fulfillment as of the Closing of each of the following conditions unless waived by such Seller in accordance with Section 8.9:

5.1Representations and Warranties. The representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

5.2Performance. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the date of the Closing.

5.3Tender Offer. (a) The expiration of the Tender Offer shall have occurred and (b) the Company shall have purchased shares of Class A Common Stock pursuant thereto in accordance with the terms thereof.

5.4Further Assurances. No governmental authority shall have advised or notified such Seller that the consummation of the transactions contemplated hereunder would constitute a material violation of any applicable laws or regulations, which notification or advice shall not have been withdrawn after the exhaustion of such Seller’s good faith efforts to cause such withdrawal.

section 6
COVENANTS

6.1No Purchase of Class A Common Stock. Until eleven business days following the expiration date of the Tender Offer, each Seller agrees that such Seller and such Seller’s affiliates (including such Seller’s Entities) will not, directly or indirectly, purchase any shares of Class A Common Stock.

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6.2No Sale of Class A Common Stock or Class B Common Stock. Each Seller agrees that such Seller and such Seller’s affiliates (including such Seller’s Entities) will not, directly or indirectly, tender any shares of Class A Common Stock in the Tender Offer, or, from the date hereof until the first trading day after the Company publicly announces the final results of the Tender Offer, sell any shares of Class A Common Stock, including shares issuable upon the conversion of shares of Class B Common Stock or upon the exercise of currently exercisable options, or during such period, sell any shares of Class B Common Stock.

6.3Tender Offer; Final Results. The Company shall not reduce the Price Range or the Total Consideration in the Tender Offer without the prior written consent of Sellers whose Percentage Participations in the aggregate represent greater than 50% of the Sellers’ Percentage Participations. The Company shall advise Sellers of the final results of the Tender Offer, including the number of shares purchased by the Company in the Tender Offer and the per share price paid in the Tender Offer.

6.4Conversion of Class B Common Stock. Each Seller agrees to convert or cause such Seller’s Entities to convert such number of shares of Class B Common Stock (“Converted Class A Common”) as may be necessary so that such Seller and, as applicable, such Seller’s Entities may sell such Seller’s Shares at the Closing. As between shares of Class A Common Stock owned by a Seller and such Seller’s Entities as of the date hereof and shares of Converted Class A Common, such Seller and such Seller’s Entities shall sell such shares of Class A Common Stock and Converted Class A Common in proportion to the shares of Class A Common Stock and Class B Common Stock that such Seller and such Seller’s Entities own as of the date hereof, provided that such Seller may sell or cause to be sold a greater number of shares of Converted Class A Common than such proportion.

6.5Closing Conditions. Each Seller and the Company shall use their commercially reasonable efforts to ensure that each of the conditions to Closing is satisfied.

6.6Withholding. The Purchase Price shall be paid to each Seller and, as applicable, such Seller’s Entities subject to any and all U.S. federal, state, local or foreign income, backup withholding or withholding taxes unless such Seller or, as applicable, such Seller’s Entities provide a properly completed and executed Internal Revenue Service Form W-9 which certifies the Seller’s or such Seller’s Entity’s U.S. person status and taxpayer identification number.

section 7
SURVIVAL OF REPRESENTATIONS AND WARRANTIES; LIMITATION ON LIABILITY

7.1Survival. All representations and warranties hereunder shall survive the Closing except that the representations and warranties in Sections 2.3 and 3.3 shall only survive the Closing until the second anniversary of the Closing.

7.2Limitation on Liability. Notwithstanding the foregoing, in no event shall any Seller’s liability for breach of the representations, warranties and covenants exceed the Purchase Price to be paid by the Company to such Seller and such Seller’s Entities. The obligations of each Seller under this Agreement are several and not joint and no Seller shall have any liability hereunder for the breach of the representations, warranties and covenants of any other Seller hereunder.

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section 8
MISCELLANEOUS

8.1Adjustments. Wherever a particular number is specified herein, including, without limitation, number of shares or price per share, such number shall be adjusted to reflect any stock dividends, stock-splits, reverse stock-splits, combinations or other reclassifications of stock or any similar transactions and appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the Company and the Sellers under this Agreement.

8.2Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

8.3Entire Agreement; Amendment. This Agreement contains all the terms agreed upon among the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and communications, whether oral or written with respect to such subject matter. Neither this Agreement nor any provision hereof may be amended, changed or waived other than by a written instrument signed by the party against who enforcement of any such amendment, change or waiver is sought.

8.4Cooperation. The Company and the Sellers shall, from and after the date hereof, cooperate in a reasonable manner to effect the purposes of this Agreement.

8.5Termination. The Company or any Seller may terminate this Agreement if (a) the Tender Offer is not commenced by July 21, 2016, (b) the Tender Offer is terminated without the purchase of any shares of Class A Common Stock or (c) if the Tender Offer is not consummated by September 16, 2016; provided that the Company may not terminate this Agreement under this clause (c) unless the Tender Offer is terminated. Upon termination of this Agreement pursuant to this Section 8.5, none of the parties hereto shall have any liability hereunder except for breaches of such party’s representations, warranties or covenants occurring prior to the date of such termination.

8.6Notices. All notices and all other communications hereunder shall be in writing and shall be deemed given if delivered personally or sent by registered or certified mail, postage prepaid (return receipt requested), sent by facsimile (receipt of which is confirmed) or sent by a nationally recognized overnight courier (receipt of which is confirmed) to a party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Sellers: as set forth in the stock register of the Company.

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If to the Company:

MSC Industrial Direct Co., Inc.
75 Maxess Road
Melville, New York 11747
Attn: General Counsel
Facsimile: (516) 812-1175

Each such notice or other communication shall be effective at the time of receipt if delivered personally or sent by facsimile (with receipt confirmed) or nationally recognized overnight courier (with receipt confirmed), or three (3) business days after being mailed, registered or certified mail, postage prepaid, return receipt requested.

8.7Severability. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

8.8GOVERNING LAW; JURISDICTION. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement will be brought or otherwise commenced in any state or federal court sitting in the Borough of Manhattan of the City of New York. Each party hereto agrees to the entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 8.8 by the state and federal courts sitting in the Borough of Manhattan of the City of New York and in connection therewith hereby irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

8.9Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to any party upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement, or any waiver of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing, and that all remedies, either under this Agreement, by law or otherwise, shall be cumulative and not alternative.

8.10Consents. Any permission, consent, or approval of any kind or character under this Agreement shall be in writing and shall be effective only to the extent specifically set forth in such writing.

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8.11Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in addition to any other remedy to which they are entitled at law or in equity, and any party sued for breach of this Agreement expressly waives any defense that a remedy in damages would be adequate.

8.12Payment of Fees and Expenses. Each party shall be responsible for paying its own fees, costs and expenses in connection with this Agreement and the transactions herein contemplated.

8.13Construction of Agreement. No provision of this Agreement shall be construed against either party as the drafter thereof. The titles of the Sections of this Agreement are for convenience of reference only and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any of its provisions.

8.14Counterparts. This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be an original, but all of which together shall constitute one instrument.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

MSC INDUSTRIAL DIRECT CO., INC.
By:	/s/ Steve Armstrong
Name:	Steve Armstrong
Title:	Senior Vice President, General Counsel and Corporate Secretary
/s/ Mitchell Jacobson
Mitchell Jacobson
/s/ Marjorie Gershwind Fiverson
Marjorie Gershwind Fiverson
/s/ Erik Gershwind
Erik Gershwind
/s/ Stacey Bennett
Stacey Bennett
/s/ Harlan B. Korenvaes
Harlan B. Korenvaes

[Purchase Agreement]

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Schedule I

Name of Seller	Number of Shares of Class A Common Stock Beneficially Owned(1)	Number of Shares of Class B Common Stock Beneficially Owned	Percentage Participation
Mitchell Jacobson	348,553(2)	7,836,579(3)	61.8
Marjorie Gershwind Fiverson	1,127(4)	2,455,612(5)	26.2
Erik Gershwind	136,060(6)	1,272,458(7)	6.0
Stacey Bennett	─(8)	1,012,833(9)	6.0
Harlan B. Korenvaes	693,036(10)	507,800(11)	0

(1) Excludes Class B Common Stock.

(2) Includes 123,057 shares held by a family charitable foundation, of which Mr. Jacobson is a director, and 107,829 shares held by a trust, of which Mr. Jacobson is the settlor and Mr. Jacobson’s spouse is a co-trustee. Inclusion of shares held by the trust shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Jacobson’s pecuniary interest.

(3) Includes 1,121,613 shares held by grantor retained annuity trusts, of which Mr. Jacobson is the settlor, sole annuitant and trustee and 2,129,108 shares held by trusts, of which Mr. Jacobson is the settlor and Mr. Jacobson’s spouse is a co-trustee. Inclusion of shares held by the trusts shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Jacobson’s pecuniary interest.

(4) Includes 1,127 shares held by a family charitable foundation, of which Ms. Gershwind Fiverson is a director. Excludes 650,000 shares held by limited liability companies of which Ms. Gershwind Fiverson is a member and which shares are included for Mr. Korenvaes and as to which shares Ms. Gershwind Fiverson disclaims beneficial ownership.

(5) Includes 1,044,251 shares held by grantor retained annuity trusts, of which Ms. Gershwind Fiverson is the settlor, sole annuitant and trustee. Inclusion of shares held by the trusts shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Ms. Gershwind Fiverson’s pecuniary interest.

(6) Includes 117,197 shares issuable upon the exercise of currently exercisable stock options and 14,754 unvested restricted shares. Excludes 1,127 shares held by a family charitable foundation, of which Mr. Gershwind is a director and which shares are included for Ms. Gershwind Fiverson. Also excludes 650,000 shares held by limited liability companies of which Mr. Gershwind is a member and which shares are included for Mr. Korenvaes and as to which shares Mr. Gershwind disclaims beneficial ownership.

(7) Includes 459,623 shares held by grantor retained annuity trusts, of which Mr. Gershwind is the settlor, sole annuitant and trustee, 170,778 shares held by a trust of which Mr. Gershwind is a co-trustee and beneficiary, and 18,280 shares held by a trust of which Mr. Gershwind is a trustee. Inclusion of shares held by the trusts shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Gershwind’s pecuniary interest.

(8) Excludes 123,057 shares held by a family charitable foundation, of which Ms. Bennett is a director and which shares are included for Mr. Jacobson and 1,127 shares held by a second family charitable foundation, of which Ms. Bennett is a director and which shares are included for Ms. Gershwind Fiverson. Also excludes 650,000 shares held by limited liability companies of which Ms. Bennett is a member and which shares are included for Mr. Korenvaes and as to which shares Ms. Bennett disclaims beneficial ownership.

- 11 - 

(9) Includes 459,623 shares held by grantor retained annuity trusts, of which Ms. Bennett is the settlor, sole annuitant and trustee, 170,778 shares held by a trust of which Ms. Bennett is a co-trustee and beneficiary, and 18,280 shares held by a trust of which Ms. Bennett is a trustee. Inclusion of shares held by the trusts shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Ms. Bennett’s pecuniary interest.

(10) Includes 43,036 shares held by a trust of which Mr. Korenvaes is a trustee and 650,000 shares held by limited liability companies of which Mr. Korenvaes is the manager and each of Ms. Gershwind Fiverson, Mr. Gershwind and Ms. Bennett are members. Inclusion of shares held by the trust and the limited liability companies shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Korenvaes’ pecuniary interest.

(11) Includes 507,800 shares held by a trust of which Mr. Korenvaes is a trustee. Inclusion of shares held by the trust shall not be deemed to be an admission of Beneficial Ownership other than to the extent of Mr. Korenvaes’ pecuniary interest.

- 12 - 

EX-99.1

Exhibit 99.1

MSC Industrial Supply Co. Tel.800.645.7270 Fax.800.255.5067 www.mscdirect.com

MSC REPORTS FISCAL 2016 THIRD QUARTER RESULTS

FISCAL 2016 Q3 HIGHLIGHTS

· Net sales of $727.5 million declined 2.4% year-over-year (3.9% decline on an ADS basis)

· Gross margin of 45.0% remained stable in a challenging economic environment

· Operating margin of 14.5% driven by tight operating cost control and ongoing productivity improvements

· GAAP diluted EPS of $1.05

MELVILLE, NY and DAVIDSON, NC, July 6, 2016 - 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, today reported financial results for its fiscal 2016 third quarter ended May 28, 2016.

Financial Highlights1	FY16 Q3				FY15 Q3				Change
Net Sales	$	727.5			$	745.5				(2.4	%)
GAAP Operating Income		105.8				104.2				1.5	%
% of Net Sales		14.5	%			14.0	%
Adjusted Operating Income		105.8				104.5		2		1.2	%
% of Net Sales		14.5	%			14.0	%
GAAP Net Income		64.8				63.3				2.3	%
Adjusted Net Income		64.8				63.5		3		2.1	%
GAAP Diluted EPS	$	1.05		4	$	1.03		4		1.9	%
Adjusted Diluted EPS	$	1.05		4	$	1.03		4		1.9	%

¹In millions unless otherwise noted. ²Excludes non-recurring costs. ³Excludes the after-tax effects of non-recurring costs. ⁴Based on 61.4 million diluted shares outstanding in both FY16 Q3 and FY15 Q3.

Erik Gershwind, president and chief executive officer, said, “The challenging economic environment grew even more difficult through our third quarter and, as a result, sales were at the lower end of our guidance. We did, however, continue to gain share, which, when coupled with strong execution on gross margin countermeasures and cost reduction initiatives, helped to offset economic headwinds.”

Rustom Jilla, executive vice president and chief financial officer, added, “Our diluted EPS for the quarter was $1.05 versus $1.03 in the prior year’s third quarter. This was the result of strong execution on the gross margin and expense lines. Gross margins held at 45 percent, the fourth consecutive quarter at this level, despite the challenging price environment and headwinds from customer mix. Operating expenses declined significantly year-over-year due in large part to our productivity efforts and the reversal of incentive accruals. Finally, our year to date operating cash flow less capital expenditure (free cash flow) was $251 million, double last year’s $125 million. As we move forward, our strong focus on productivity will intensify given the economic backdrop.”

Gershwind concluded, “Despite the challenging environment, I remain confident in our future. Should things deteriorate further, this creates opportunities for MSC such as new customer relationships, the hiring of experienced industry salespeople, and stronger supplier relationships. All of these would serve to increase our share gain potential. At the same time, with the work we have done on managing costs, along with our completed infrastructure investments, we are poised for earnings leverage when growth returns. Finally, we are using our strong balance sheet to enhance shareholder returns, while preserving flexibility to capitalize on any further market dislocations that may be ahead of us.”

Outlook

Based on current market conditions, the Company expects net sales for the fiscal 2016 fourth quarter to be between $730 million and $742 million. At the midpoint, average daily sales are expected to decline approximately 5%. The Company expects diluted earnings per share for the fiscal 2016 fourth quarter to be between $0.96 and $1.00. Fiscal 2016 is a 53-week year for MSC and the Company’s fiscal fourth quarter has an additional week. This guidance reflects the additional week in the fourth quarter, and typical seasonal patterns in sales and margins.

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2016 THIRD QUARTER RESULTS Page - 2 -

An explanation and reconciliation of the non-GAAP financial measures contained in this press release to the most directly comparable GAAP financial measures are included in the attached tables.

Conference Call Information

MSC will host a conference call today at 8:30 a.m. EST to review the Company’s fiscal 2016 third quarter results. The call, accompanying slides, and other operational statistics may be accessed at: http://investor.mscdirect.com. The conference call may be accessed by dialing 1-877-443-5575 (US), 1-855-669-9657 (Canada), or 1-412-902-6618 (international).

An online archive of the broadcast will be available until August 5, 2016.

The Company’s reporting date for fiscal 2016 fourth quarter and full year results will be November 1, 2016.

Contact Information

Investors:	Media:
John G. Chironna	Paul Mason
Vice President, Investor Relations and Treasurer	Director, Corporate Communications
(704) 987-5231	(704) 987-5313

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.

# # #

Note Regarding Forward-Looking Statements: Statements in this Press Release may constitute "forward-looking statements" under 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 about expected future results, expected benefits from our investment and strategic plans, and expected future margins, 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: general economic conditions in the markets in which we operate, current economic, political, and social conditions, changing customer and product mixes, competition, industry consolidation and other changes in the industry distribution sector, volatility in commodity and energy prices, the outcome of potential government or regulatory proceedings or future litigation relating to pending or future claims, inquiries or audits, credit risk of our customers, the risk of cancellation or rescheduling of customer orders, work stoppages or other business interruptions (including those due to extreme weather conditions) at transportation centers or shipping ports, the risk of loss of key suppliers, key brands or supply chain disruptions, our dependence on our information systems and the risk of business disruptions arising from changes to our information systems, and disruptions due to catastrophic events, power outages, natural disasters, computer system or network failures, computer viruses, physical or electronics break-ins and cyber-attacks, our dependence on key personnel, failure to comply with applicable environmental, health and safety laws and regulations, goodwill and intangible assets recorded as a result of our acquisitions could be impaired, problems with successfully integrating acquired operations, and disclosing our use of "conflict minerals" in certain of the products we distribute could raise reputational and other risks. 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.

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2016 THIRD QUARTER RESULTS Page - 3 -

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Balance Sheets

(In thousands)

	May 28,			August 29,
	2016			2015
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	32,328		$	38,267
Accounts receivable, net of allowance for doubtful accounts		395,464			403,468
Inventories		462,141			506,631
Prepaid expenses and other current assets		39,387			39,067
Deferred income taxes		44,643			44,643
Total current assets		973,963			1,032,076
Property, plant and equipment, net		286,251			291,156
Goodwill		624,001			623,626
Identifiable intangibles, net		107,424			119,805
Other assets		31,500			34,543
Total assets	$	2,023,139		$	2,101,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Revolving credit note	$	40,000		$	188,000
Current maturities of long-term debt		44,635			25,515
Accounts payable		113,109			114,328
Accrued liabilities		95,773			94,494
Total current liabilities		293,517			422,337
Long-term debt, net of current maturities		177,875			214,789
Deferred income taxes and tax uncertainties		131,132			131,210
Total liabilities		602,524			768,336
Commitments and Contingencies
Shareholders’ Equity:
Preferred Stock		-			-
Class A common stock		57			56
Class B common stock		13			13
Additional paid-in capital		621,377			604,905
Retained earnings		1,322,057			1,232,381
Accumulated other comprehensive loss		(18,090	)		(17,252	)
Class A treasury stock, at cost		(504,799	)		(487,233	)
Total shareholders’ equity		1,420,615			1,332,870
Total liabilities and shareholders’ equity	$	2,023,139		$	2,101,206

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2016 THIRD QUARTER RESULTS Page - 4 -

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	May 28,			May 30,			May 28,			May 30,
	2016			2015			2016			2015
Net sales	$	727,495		$	745,483		$	2,118,431		$	2,182,974
Cost of goods sold		400,467			407,066			1,163,640			1,193,534
Gross profit		327,028			338,417			954,791			989,440
Operating expenses		221,244			234,173			678,077			705,351
Income from operations		105,784			104,244			276,714			284,089
Other (expense) income:
Interest expense		(1,204	)		(1,807	)		(4,055	)		(4,786	)
Interest income		164			166			491			606
Other income (expense), net		110			10			912			(370	)
Total other expense		(930	)		(1,631	)		(2,652	)		(4,550	)
Income before provision for income taxes		104,854			102,613			274,062			279,539
Provision for income taxes		40,038			39,271			104,692			107,253
Net income	$	64,816		$	63,342		$	169,370		$	172,286
Per Share Information:
Net income per common share:
Basic	$	1.06		$	1.03		$	2.76		$	2.79
Diluted	$	1.05		$	1.03		$	2.75		$	2.78
Weighted average shares used in computing net income per common share:
Basic		61,133			61,287			61,206			61,294
Diluted		61,369			61,424			61,364			61,510
Cash dividends declared per common share	$	0.43		$	0.40		$	1.29		$	4.20

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	May 28,		May 30,		May 28,			May 30,
	2016		2015		2016			2015
Net income, as reported	$	64,816	$	63,342	$	169,370		$	172,286
Foreign currency translation adjustments		2,556		59		(838	)		(9,338	)
Comprehensive income	$	67,372	$	63,401	$	168,532		$	162,948

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2016 THIRD QUARTER RESULTS Page - 5 -

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Thirty-Nine Weeks Ended
	May 28,			May 30,
	2016			2015
Cash Flows from Operating Activities:
Net income	$	169,370		$	172,286
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		53,343			52,095
Stock-based compensation		10,302			11,299
Loss on disposal of property, plant, and equipment		539			665
Provision for doubtful accounts		5,496			4,305
Deferred income taxes and tax uncertainties		(78	)		(88	)
Excess tax benefits from stock-based compensation		(630	)		(3,770	)
Changes in operating assets and liabilities:
Accounts receivable		1,990			(29,547	)
Inventories		44,032			(62,832	)
Prepaid expenses and other current assets		(348	)		967
Other assets		2,892			3,356
Accounts payable and accrued liabilities		(1,086	)		14,237
Total adjustments		116,452			(9,313	)
Net cash provided by operating activities		285,822			162,973
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment		(34,714	)		(38,176	)
Net cash used in investing activities		(34,714	)		(38,176	)
Cash Flows from Financing Activities:
Purchases of treasury stock		(19,372	)		(26,411	)
Payments of regular cash dividends		(79,351	)		(74,143	)
Payment of special cash dividend		—			(185,403	)
Payments on capital lease and financing obligations		(600	)		(1,574	)
Excess tax benefits from stock-based compensation		630			3,770
Proceeds from sale of Class A common stock in connection with associate stock purchase plan		2,896			3,271
Proceeds from exercise of Class A common stock options		5,081			8,848
Borrowings under financing obligations		453			530
Borrowings under Credit Facility		88,000			306,000
Payments of borrowings under Credit Facility		(254,750	)		(181,750	)
Net cash used in financing activities		(257,013	)		(146,862	)
Effect of foreign exchange rate changes on cash and cash equivalents		(34	)		(226	)
Net decrease in cash and cash equivalents		(5,939	)		(22,291	)
Cash and cash equivalents – beginning of period		38,267			47,154
Cash and cash equivalents – end of period	$	32,328		$	24,863
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes	$	101,178		$	88,553
Cash paid for interest	$	3,878		$	4,190

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2016 THIRD QUARTER RESULTS Page - 6 -

Non-GAAP Financial Measures

To supplement MSC’s unaudited selected financial data presented on a basis consistent with Generally Accepted Accounting Principles (“GAAP”), the Company discloses certain non-GAAP financial measures, including adjusted operating income, adjusted net income, and adjusted net income per diluted share. The adjusted supplemental measures exclude non-recurring costs for the thirteen weeks ended May 30, 2015 associated with the executive transition costs related to the retirement of our former Chief Financial Officer and related tax effects. There were no adjustments for non-recurring costs for the thirteen weeks ended May 28, 2016. These non-GAAP measures are not in accordance with or an alternative for GAAP, and may be different from non-GAAP measures used by other companies. We believe that these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with MSC’s results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate MSC’s results of operations in conjunction with the corresponding GAAP measures. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP measures. We compensate for the limitations of non-GAAP financial measures by relying upon GAAP results to gain a complete picture of Company performance.

In calculating non-GAAP financial measures, we exclude these non-recurring costs to facilitate a review of the comparability of the Company’s operating performance on a period-to-period basis because such costs are not, in our view, related to the Company’s ongoing operational performance. We use non-GAAP measures to evaluate the operating performance of our business, for comparison with forecasts and strategic plans, and for benchmarking performance externally against competitors. In addition, we use certain non-GAAP financial measures as performance metrics for management incentive programs. Since we find these measures to be useful, we believe that investors benefit from seeing results “through the eyes” of management in addition to seeing GAAP results. We believe that these non-GAAP measures, when read in conjunction with the Company’s GAAP financials, provide useful information to investors by offering:

• The ability to make more meaningful period-to-period comparisons of the Company’s on-going operating results;

• The ability to better identify trends in the Company’s underlying business and perform related trend analyses; and

• A better understanding of how management plans and measures the Company’s underlying business.

The following tables reconcile GAAP operating income, GAAP net income and GAAP net income per diluted share (“EPS”) to non-GAAP adjusted operating income, adjusted net income, and adjusted net income per diluted share:

	Thirteen Weeks Ended
	May 30, 2015
	(in thousands)		% of Net Sales
GAAP Operating income	$	104,244		14.0	%
Non-recurring costs		237
Adjusted Operating income	$	104,481		14.0	%

	Thirteen Weeks Ended
	May 30, 2015
	(in thousands)
Net sales	$	745,483
Cost of goods sold		407,066
Gross profit		338,417
Operating Expenses		234,173
Income from Operations		104,244
Non-recurring costs		237
Adjusted Operating income	$	104,481

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2016 THIRD QUARTER RESULTS Page - 7 -

	Thirteen Weeks Ended
	May 30, 2015
	(in thousands, except per share amounts)
	$(after-tax)		Diluted EPS
GAAP net income	$	63,342	$	1.03
Non-recurring costs*		146		-
Adjusted net income	$	63,488	$	1.03

* On a pre-tax basis includes approximately $237 of non-recurring executive transition costs related to the retirement of our former Chief Financial Officer.  The non-recurring costs were calculated using an effective tax rate of 38.3%.

EX-99.2

Exhibit 99.2

MSC Industrial Supply Co. Tel.800.645.7270 Fax.800.255.5067 www.mscdirect.com

MSC ANNOUNCES PLAN TO LAUNCH SELF-TENDER

OFFER AND RELATED STOCK REPURCHASE

FOR UP TO $390 MILLION OF ITS COMMON STOCK

MELVILLE, NY and DAVIDSON, NC, July 6, 2016 - 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, today announced its plan to launch 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 is expected to commence on or about July 7, 2016 and will remain open for at least 20 business days.

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 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 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 will not be conditioned upon any minimum number of shares being tendered, but will be subject to the successful closing of the sale of the Notes and other customary conditions that will be described in the tender offer documents. The tender offer documents, which will be distributed to shareholders upon commencement of the tender offer, also will contain tendering instructions and a complete explanation of the tender offer’s terms and conditions. Shares of the Company’s Class A common stock that would be purchased pursuant to the tender offer and the stock purchase agreement would not reduce the number of shares that the Company may repurchase under its existing stock repurchase plan.

Today’s announcement is aligned with the Company’s capital allocation philosophy of periodically returning excess capital to shareholders. The action will both return excess capital to shareholders and optimize the Company’s balance sheet, increasing the tenor of its debt and lowering its overall cost of capital. Once completed, the action will result in the Company having a leverage ratio of approximately 1.4 times on a debt to EBITDA basis, maintaining the flexibility to capitalize on future opportunities, whether they be investments in organic growth, acquisitions, further share repurchases or returning additional capital to shareholders via dividends.

The Company expects that the dealer managers for the tender offer will be J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC. Georgeson LLC will serve as information agent for the tender offer and Computershare will serve 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.

MSC INDUSTRIAL SUPPLY CO. ANNOUNCES PLANS TO LAUNCH SELF-TENDER Page - 2 -

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 planned tender offer described in this release has not yet commenced and there can be no assurance that the Company will commence the tender offer on the terms described in this release or at all. The tender offer to buy the Company’s Class A common stock will only be made pursuant to an Offer to Purchase, Letter of Transmittal and related materials that the Company expects to send to its shareholders and file with the Securities and Exchange Commission upon commencement of the tender offer. SHAREHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL 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. Once the tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that the Company expects to file with the Securities and Exchange Commission at the Commission’s website at 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.

Contact Information

Investors:	Media:
John G. Chironna	Paul Mason
Vice President, Investor Relations and Treasurer	Director, Corporate Communications
(704) 987-5231	(704) 987-5313

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.

# # #