Kirkland & Ellis is advising the Special Committee of the Board of Directors of MSC Industrial Direct Co. (NYSE: MSM), a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services, which announced today that its board has approved, and will recommend to shareholders for approval, the reclassification of MSC’s equity structure, including the elimination of the company’s Class B Common Stock that is held by the Jacobson/Gershwind family and entities affiliated with the family. Under the terms of the reclassification agreement, each outstanding share of MSC’s high-voting Class B shares (10 votes per share) will be exchanged for 1.225 Class A shares (1 vote per share) in stock. MSC expects to realize a number of beneficial voting and governance changes as a result of the reclassification, including limitations on family voting, enhancements to governance, further enhancing board independence and active capital allocation.
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