Standex International Corp. Reports Material Definitive Agreement

TL;DR

Standex inked a big deal, completed an acquisition, and might have sold some stock. Watch this space.

AI Summary

On October 28, 2024, Standex International Corporation entered into a Material Definitive Agreement related to the completion of an acquisition. The filing also details the creation of a direct financial obligation and unregistered sales of equity securities. Specific financial figures and details of the acquisition are expected to be further elaborated in the filing's exhibits.

Why It Matters

This filing indicates significant corporate activity, including a material definitive agreement and potential acquisition, which could impact the company's future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and acquisition, which inherently carry financial and operational risks.

Key Players & Entities

• Standex International Corporation (company) — Registrant
• October 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.50 — ch registered Common Stock , Par Value $1.50 Per Share SXI New York Stock Exchang
• $180,600,000 — t, in consideration for an aggregate of $180,600,000 (the "Amran Consideration"). The Amran
• $153,510,000 — ). The Amran Consideration consisted of $153,510,000 paid in cash in consideration for 85% o
• $27,090,000 — of Amran, reflecting the equivalent of $27,090,000, divided by $177.87 (the "Closing Price
• $177.87 — e equivalent of $27,090,000, divided by $177.87 (the "Closing Price"), being the volume
• $253,973,880 — g Date for an aggregate cash payment of $253,973,880. Subject to receipt of regulatory appro
• $27,906,120 — urities"), reflecting the equivalent of $27,906,120, divided by the lesser of the Closing P
• $250,000,000 — Term Loan Lenders advanced to Standex a $250,000,000 term loan (the "Term Loan"). The Term L

Filing Documents

• sxi20241030_8k.htm (8-K) — 51KB
• ex_740367.htm (EX-10.1) — 686KB
• ex_740368.htm (EX-10.2) — 722KB
• ex_740369.htm (EX-10.3) — 464KB
• ex_740370.htm (EX-10.4) — 692KB
• ex_740371.htm (EX-10.5) — 65KB
• 0001437749-24-032685.txt ( ) — 3284KB
• sxi-20241028.xsd (EX-101.SCH) — 3KB
• sxi-20241028_def.xml (EX-101.DEF) — 11KB
• sxi-20241028_lab.xml (EX-101.LAB) — 15KB
• sxi-20241028_pre.xml (EX-101.PRE) — 11KB
• sxi20241030_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 28, 2024 (the "Closing Date"), Standex International Corporation, a Delaware corporation ("Standex"), acquired Amran, LLC, a Texas limited liability company ("Amran"), pursuant to a Securities Purchase Agreement dated as of the Closing Date (the "Amran Purchase Agreement") by and among Standex, Amran, the parties listed as "Owners" therein, Bolt Founders, Inc. ("Bolt") and the Seller Representative (as defined therein) (the "Amran Transaction"). Pursuant to the Amran Purchase Agreement, on the Closing Date, Standex acquired 100% of the outstanding membership interests of Amran from Bolt, in consideration for an aggregate of $180,600,000 (the "Amran Consideration"). The Amran Consideration consisted of $153,510,000 paid in cash in consideration for 85% of the outstanding membership interests of Amran and 152,299 shares of Standex common stock (the "Amran Issued Securities") for the remaining 15% of the outstanding membership interests of Amran, reflecting the equivalent of $27,090,000, divided by $177.87 (the "Closing Price"), being the volume weighted average price of Standex's common stock measured over a 30-day trading period preceding the Closing Date. The Amran Issued Securities were not registered under the Securities Act of 1933, as amended (the "Securities Act"). Standex issued the Amran Issued Securities to Bolt, an "accredited investor" as defined in Regulation D promulgated under the Securities Act, in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. The Amran Purchase Agreement contains certain restrictions on the sale of the Amran Issued Securities during the first three years after the Closing Date. Also on October 28, 2024 and simultaneous with its acquisition of Amran, Standex, through its wholly owned Singaporean subsidiary, Mold-Tech Singapore PTE LTD ("Mold-Tech Singapore"), acquired 90.1% of the capital stock of Nar

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 28, 2024, Standex completed the Amran Transaction and Standex and Mold-Tech Singapore completed the Narayan Transaction. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On October 28, 2024, Standex entered into a Credit Agreement (the "Term Loan Credit Agreement") by and among Citizens Bank, N.A., as administrative agent, lead arranger and book runner, each of the lenders party thereto from time to time (the "Term Loan Lenders") and Standex . Pursuant to the terms of the Credit Agreement, the Term Loan Lenders advanced to Standex a $250,000,000 term loan (the "Term Loan"). The Term Loan Funds were used to fund a portion of the Amran Transaction and the Narayan Transaction. Under the terms of the Term Loan Credit Agreement, Standex will pay a variable rate of interest. As time goes on, the variable rate charge will increase. The Term Loan may be in the form of either Alternate Base Rate or Term SOFR loans. The rate of interest on Alternate Base Rate loans shall be the higher of (i) the Federal Funds rate plus of 1%, (ii) the "prime rate" announced by Citizens Bank, N. A. or (iii) the daily SOFR Rate on such day plus 1%, plus an additional amount based upon the time period. The rate of interest on SOFR Rate loans shall be the Term SOFR Reference Rate plus 0.1% rate which corresponds to a one month interest period, plus an additional amount based upon the time period. The Term Loan matures on October 27, 2025, and contains customary representations, warranties and restrictive covenants, each of which are substantially similar to such representations, warranties and covenants contained in the Revolving Credit Agreement (as defined below). In connection with the Amran Transaction, the Narayan T

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Pursuant to the Amran Purchase Agreement, Standex issued the Amran Issued Securities to Bolt on the Closing Date. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Standex issued the Amran Issued Securities to Bolt, an "accredited investor", in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. In accordance with the Narayan Purchase Agreement, if the Share Swap occurs, Standex will issue the Narayan Issued Securities to the Narayan Selling Parties, each of whom is an "accredited investor", in a transaction exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act. SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

01 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits. (a)

Financial statements of business acquired

Financial statements of business acquired. The financial statements required by this Item, with respect to the Amran Transaction and the Narayan Transaction described in Item 2.01 herein, are expected to be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed related to Item 2.01. (b) Pro forma financial information. The pro forma financial information required by this Item, with respect to the Amran Transaction and the Narayan Transaction described in Item 2.01 herein, is expected to be filed as soon as practicable, and in any event not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed related to Item 2.01. (c) Exhibits. Exhibit No. Description 10.1* Securities Purchase Agreement dated as of October 28, 2024, by and among the Owners listed therein, Bolt Founders, Inc., Amran LLC, Seller Representative (as defined therein) and Standex International Corporation 10.2* Securities Purchase Agreement dated as of October 28, 2024, by and among Narayan Powertech Private Limited, the persons listed in Exhibit D thereto, Mold-Tech Singapore Pte. Ltd. and Standex International Corporation 10.3* Shareholders' Agreement dated as of October 28, 2024 by and amongst Narayan Powertech Private Limited, and Mold-Tech Singapore Pte. Ltd., and Standex International Corporation and the Minority Shareholders listed therein 10.4* Credit Agreement dated as of October 28, 2024 among Standex International Corporation, each lender from time to time party thereto, and Citizens Bank, N.A., as Administrative Agent, Lead Arranger and Book Runner 10.5 First Amendment dated as of October 28, 2024 by and among Standex International Corporation, Citizens Bank, N.A., a national banking association, as Administrative Agent and Lender, and the other Lenders party thereto 104 Cover Page Interactive Data File (embedded within the Inl

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