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: August 7, 2024

(Date of earliest event reported)

IDEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-10235

36-3555336

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

3100 Sanders Road, Suite 301

Northbrook, Illinois 60062

(Address of principal executive offices, including zip code)

(847) 498-7070

(Registrant’s telephone number, including area code)

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))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, par value $.01 per share

IEX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

(d)

Exhibits.


Exhibit No.		Document Description

1.1		Underwriting Agreement, dated as of August 7, 2024, by and among IDEX Corporation and Wells Fargo Securities, LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


IDEX CORPORATION

By:		/s/ ABHISHEK KHANDELWAL
		Abhishek Khandelwal
		Senior Vice President and Chief Financial Officer

Date: August 8, 2024

SEC Form 8-K filed by IDEX Corporation