| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 7, 2024, IDEX Corporation (the “Company”) entered into an Underwriting Agreement, dated as of August 7, 2024, with Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell $500.0 million in aggregate principal amount of its 4.950% Senior Notes due 2029 (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 August 21, 2024 (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-3ASR (File No. 333-277309) filed on February 23, 2024 and related prospectus supplement filed with the Securities and Exchange Commission on August 7, 2024. The Notes will be issued under an Indenture, dated as of December 6, 2010, between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a Fifth 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, together with available revolving credit facility borrowings and cash on hand, to (i) fund the cash consideration payable by the Company to consummate its previously announced acquisition of all of the issued and outstanding capital stock of Mott Corporation and its subsidiaries and (ii) pay fees and expenses in respect of the foregoing.
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. 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 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, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
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