Curtis Counsels MSC Industrial Direct in $550 Million Acquisition of Barnes Group Unit

New York, February 25, 2013 — Curtis, Mallet-Prevost, Colt & Mosle LLP represented MSC Industrial Direct Co., Inc. (NYSE: MSM) in connection with the negotiation of a definitive agreement to acquire the North American distribution business of Barnes Group Inc. (NYSE: B). The acquisition, which is structured as an asset purchase, is scheduled to close in late March or early in the second quarter. The purchase price will be $550 million, subject to adjustment.

MSC, with the acquisition, will add a highly complementary provider of fasteners and other high margin consumable products and services (often referred to as Class C items) with an industry-leading field sales force and vendor managed inventory ('VMI') solution. MSC expects that the transaction will nearly double its existing sales force.

MSC, based in Melville, NY, is a 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.

BDNA, headquartered in Cleveland, Ohio, is a leading distributor of fasteners and other high margin, low cost consumables with a broad distribution footprint throughout the U.S. and Canada.

The Curtis team of attorneys was led by partner Jeffrey Ostrager and included associates Douglas Glazer, Andrew Smith and Holly Sawyer from the Corporate M&A group, partner Eliot Lauer and counsel Jason Gottlieb from the Litigation group, partner Javier Hernandez and associate Shawna-Gay White from the Employee Benefits group, partner Michael Graif from the Intellectual Property group, partner Jeffrey Zuckerman from the Antitrust/Competition Law group, partner Andrew Otis from the Environmental group, partner Alan Berlin and counsel K.C. Chiang from the Tax group, partner Evan Borenstein and associate Brendan Snowden from the Finance group, partner Martin Forman from the Real Estate group, and partners James Durling and Daniel Porter from the International Trade group.

The Curtis Mergers & Acquisition practice group focuses primarily on middle market M&A and private equity transactions across a broad range of industries. Curtis advises both private and public entities and financial sponsors in a broad range of transactional matters, counseling buyers, sellers and targets in connection with mergers, acquisitions, joint ventures, leveraged buy-outs, strategic alliances and other related transactions. The Curtis M&A group has extensive experience in complex cross-border transactions and foreign investments in the United States, Europe, Latin America, the Middle East and Asia.

Curtis, Mallet-Prevost, Colt & Mosle LLP is a leading international law firm providing a broad range of services to clients around the world. Curtis has 16 offices in the United States, Latin America, Europe, the Middle East and Central Asia. The firm's international orientation has been a hallmark of its practice for nearly two centuries. For more information about Curtis, please visit www.curtis.com or follow Curtis on Twitter (twitter.com/curtislawfirm) and Facebook (Facebook.com/Curtis.Careers).