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: December 1, 2010
(Date of earliest event reported)
IDEX CORPORATION
(exact name of registrant as specified in its charter)
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| Delaware
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1-10235
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36-3555336 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.) |
1925 West Field Court, Suite 200
Lake Forest, Illinois 60045
(Address of Principal Executive Offices) (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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Senior Notes
On December 6, 2010, IDEX Corporation. (the “Company”) completed a public offering of $300
million in aggregate principal amount of its 4.500% Notes due 2020 (the “Notes”). The offering of
the Notes was registered under an effective Registration Statement on Form S-3 (Registration No.
333-170890), dated December 1, 2010; and supplemented by a Prospectus Supplement dated December 1,
2010. The Notes were issued pursuant to an indenture, dated as of December 6, 2010 (the “Base
Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the
“Trustee”), as supplemented by the first supplemental indenture, dated as of December 6, 2010 (the
“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the
Company and the Trustee.
The net proceeds from the offering of approximately $295.7 million, after deducting the
underwriting discount and estimated offering expenses of approximately $800,000 payable by the
Company, will be used to repay $250 million of outstanding indebtedness under the Company’s $600
million domestic, multi-currency bank revolving credit facility (the “Credit Facility”). The
balance of the net proceeds will be used for general corporate purposes, which may include
strategic acquisitions that complement the Company’s business model.
The Notes will bear interest at a rate of 4.500% per annum, which shall be payable
semi-annually in arrears on each June 15 and December 15, beginning June 15, 2011. The Notes will
mature on December 15, 2020. The Company may redeem all or part of the Notes at any time prior to
maturity at the redemption prices set forth in the Supplemental Indenture.
The Company may issue additional debt from time to time pursuant to the Indenture. The
Indenture and Notes contain covenants that limit the Company’s ability to, among other things,
incur certain liens securing indebtedness, engage in certain sale-leaseback transactions, and enter
into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all
the Company’s assets. The terms of the Notes also require the Company to make an offer to
repurchase Notes upon a change of control triggering event (as defined in the Supplemental
Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest, if
any.
The Notes rank (i) equal in right of payment to all of the Company’s existing and future
senior unsecured indebtedness, (ii) senior in right of payment to all of the Company’s existing and
future subordinated indebtedness, (iii) effectively subordinated in right of payment to the
Company’s future secured indebtedness to the extent of the value of the Company’s assets and the
assets of its subsidiaries securing such obligations. The notes are not guaranteed by any of the
Company’s subsidiaries and are therefore structurally subordinated in right of payment to all of
the existing and future indebtedness and other liabilities of the Company’s subsidiaries.
The foregoing description of the material terms of the Notes is qualified in its entirety by
reference to the Base Indenture and the Supplemental Indenture, which are attached hereto as
Exhibits 4.1 and 4.2 and are incorporated herein by reference.
Underwriting Agreement
The Company entered into an Underwriting Agreement, dated as of December 1, 2010, among the
Company and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Barclays Capital Inc., as representatives of the several underwriters named therein (the
“Underwriters”), in connection with the issuance and sale by the Company of the Notes. Pursuant to
the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company
agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for
resale to the public.
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.
Affiliates of certain underwriters are lenders under the Company’s Credit Facility and, as such,
may receive a portion of the proceeds from the sale of the Notes. From time to time in the ordinary
course of their respective businesses, certain of the underwriters and their affiliates have
engaged in and 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.
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