| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 17, 2021, IDEX Corporation (the “Company”) entered into an Underwriting Agreement, dated as of May 17, 2021, with J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell $500.0 million in aggregate principal amount of its 2.625% Senior Notes due 2031 (the “Notes”) to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The offering of the Notes is expected to close on May 28, 2021 (the “Closing Date”), subject to customary closing conditions.
The offering of the Notes is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-237847) filed on April 27, 2020 and related prospectus supplement filed with the Securities and Exchange Commission on May 17, 2021. The Notes will be issued under an Indenture, dated as of December 6, 2010, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Fourth Supplemental Indenture, to be dated as of the Closing Date, between the Company and the Trustee.
The Company intends to use the net proceeds from the offering to redeem and repay all $350.0 million aggregate principal amount outstanding of its 4.200% Senior Notes due December 15, 2021 (the “2021 Notes”) and related accrued interest and redemption premiums, and the balance of the net proceeds will be used for general corporate purposes.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters party to the Underwriting Agreement against certain liabilities arising out of or in connection with sale of the Notes, and for customary contribution provisions in respect of those liabilities. Certain of the Underwriters or certain of their respective affiliates are holders of the 2021 Notes and, as such, may receive a portion of the net proceeds from the offering and sale of the Notes. From time to time in the ordinary course of their respective businesses, certain of the Underwriters and certain of their respective affiliates have engaged, or may in the future engage, in commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with the Company and its affiliates for which they have received, or will receive, customary fees and commissions.
The foregoing description of some of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
On May 17, 2021, the Company provided notice of its election to redeem, on June 16, 2021 (the “Redemption Date”), all $350.0 million aggregate principal amount outstanding of the 2021 Notes, at a redemption price of 100% of the face amount of the 2021 Notes, plus a “make-whole” premium and accrued and unpaid interest to the Redemption Date. The Company’s obligation to complete the redemption of the 2021 Notes on the Redemption Date is not subject to any condition precedent. This Current Report on Form 8-K does not constitute a notice of redemption of the 2021 Notes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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