Roper Technologies, Inc. (Nasdaq: ROP) (the
“Company”) announced today the pricing of its public offering of
$500 million of 4.500% Senior Notes due 2029 (the “2029 notes”),
$500 million of 4.750% Senior Notes due 2032 (the “2032 notes”),
and $1 billion of 4.900% Senior Notes due 2034 (the “2034 notes”
and, collectively with the 2029 notes and 2032 notes, the “notes”).
The offering is expected to close, subject to the satisfaction of
customary closing conditions, on August 21, 2024.
The 2029 notes will bear interest at the rate of
4.500% per year, the 2032 notes will bear interest at the rate of
4.750% per year, and the 2034 notes will bear interest at the rate
of 4.900% per year. Interest on the 2029 notes and 2034 notes will
be payable semi-annually on April 15 and October 15 of each year,
beginning April 15, 2025, and interest on the 2032 notes will be
payable semi-annually on February 15 and August 15 of each year,
beginning February 15, 2025. The 2029 notes will mature on October
15, 2029, the 2032 notes will mature on February 15, 2032, and the
2034 notes will mature on October 15, 2034. The notes will be
senior unsecured obligations of the Company.
Net proceeds from the sale of the notes will be
used (i) to repay a portion of the borrowings outstanding under the
Company’s five-year unsecured credit facility, including borrowings
incurred to fund the purchase price of the Company’s expected
acquisition of Transact Campus, Inc. (“Transact”), (ii) to repay
the Company’s outstanding 2.350% Senior Notes due 2024, (iii) for
general corporate purposes, including future acquisitions, or (iv)
for any combination of the foregoing categories. This offering is
not conditioned upon the consummation of the Transact acquisition
and the Transact acquisition is not conditioned on the completion
of this offering.
For the offering, BofA Securities, Inc., J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC are serving
as active joint book-running managers for the notes; Mizuho
Securities USA LLC, MUFG Securities Americas Inc. and Truist
Securities, Inc. are serving as passive joint book-running managers
for the 2029 notes and the 2032 notes and co-managers for the 2034
notes; PNC Capital Markets LLC, TD Securities (USA) LLC and U.S.
Bancorp Investments, Inc. are serving as passive joint book-running
managers for the 2034 notes and co-managers for the 2029 notes and
the 2032 notes; BNP Paribas Securities Corp. and ING Financial
Markets, LLC are serving as co-managers for the 2029 notes and the
2032 notes; and RBC Capital Markets, LLC and Scotia Capital (USA)
Inc. are serving as co-managers for the 2034 notes.
The offering is being made pursuant to an
effective shelf registration statement, and only by means of a
preliminary prospectus supplement dated August 19, 2024 and
accompanying prospectus dated October 28, 2021. Full details of the
offering, including a description of the notes and certain risk
factors related to the notes, are contained in the preliminary
prospectus supplement and the accompanying prospectus. Copies of
these documents may be obtained for free by visiting EDGAR on the
Securities and Exchange Commission’s website at http://www.sec.gov
or by contacting BofA Securities, Inc., 201 North Tryon Street,
NC1-022-02-25, Charlotte, NC 28255-0001, Attention: Prospectus
Department, telephone: toll-free 1-800-294-1322, email:
dg.prospectus_requests@bofa.com, J.P. Morgan Securities LLC, 383
Madison Avenue, New York, New York, 10179, Attention: Investment
Grade Syndicate Desk- 3rd Floor, telephone: 1-212-834-4533 or Wells
Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000,
Minneapolis, Minnesota, 55402, Attention: WFS Customer Service,
telephone: toll-free: 1 800-645-3751, email:
wfscustomerservice@wellsfargo.com.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the notes or
any other securities, nor will there be any sale of the notes or
any other securities in any state or jurisdiction in which such an
offer, solicitation or sale is not permitted.
About Roper Technologies
Roper Technologies is a constituent of the
Nasdaq 100, S&P 500, and Fortune 1000. Roper has a proven,
long-term track record of compounding cash flow and shareholder
value. The Company operates market leading businesses that design
and develop vertical software and technology enabled products for a
variety of defensible niche markets. Roper utilizes a disciplined,
analytical, and process-driven approach to redeploy its excess
capital toward high-quality acquisitions. Additional information
about Roper is available on the Company’s website at
www.ropertech.com.
Contact Information:Investor
Relations941-556-2601investor-relations@ropertech.com
Forward-Looking StatementsThis
press release includes “forward-looking statements” within the
meaning of the federal securities laws. In addition, we, or our
executive officers on our behalf, may from time to time make
forward-looking statements in reports and other documents we file
with the Securities and Exchange Commission (“SEC”) or in
connection with oral statements made to the press, potential
investors or others. All statements that are not historical facts
are “forward-looking statements.” Forward-looking statements may be
indicated by words or phrases such as “anticipate,” “estimate,”
“plans,” “expects,” “projects,” “should,” “will,” “believes” or
“intends” and similar words and phrases. These statements reflect
management’s current beliefs and are not guarantees of future
performance. They involve risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in any forward-looking statement.
Additional examples of forward-looking
statements in this press release include but are not limited to
statements regarding the expected timing and benefits of the
offering of notes and the use of proceeds therefrom. These
assumptions could prove inaccurate. Although we believe that the
estimates and projections reflected in the forward-looking
statements are reasonable, our expectations may prove to be
incorrect. Factors that might cause or contribute to such
differences include, but are not limited to, those discussed in the
section entitled “Risk Factors” in our Annual Report on Form 10-K
for the year ended December 31, 2023 and our Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024
which we have filed with the SEC. You should understand that the
following important factors, in addition to those discussed in our
SEC-filed documents, could affect our future results, and could
cause those results or other outcomes to differ materially from
those estimates or projections in the forward-looking statements:
our ability to consummate the offering of notes on the timeline
provided or at all; general economic conditions; difficulty making
acquisitions and successfully integrating acquired businesses; any
unforeseen liabilities associated with future acquisitions;
information technology system failures, data security breaches,
network disruptions, and cybersecurity events; failure to comply
with new data privacy laws and regulations, including any
litigation arising therefrom; risks and costs associated with our
international sales and operations; rising interest rates;
limitations on our business imposed by our indebtedness; product
liability, litigation, and insurance risks; future competition;
reduction of business with large customers; risks associated with
government contracts; changes in the supply of, or price for,
labor, energy, raw materials, parts and components, including as a
result of impacts from the current inflationary environment, or
supply chain constraints; potential write-offs of our goodwill and
other intangible assets; our ability to successfully develop new
products; failure to protect our intellectual property; unfavorable
changes in foreign exchange rates; difficulties associated with
exports/imports and risks of changes to tariff rates; increased
warranty exposure; environmental compliance costs and liabilities;
the effect of, or change in, government regulations (including
tax); risks associated with the use of artificial intelligence;
economic disruption caused by armed conflicts (such as the war in
Ukraine and the conflict in the Middle East), terrorist attacks,
health crises (such as the COVID-19 pandemic), or other unforeseen
geopolitical events; and the factors discussed in other reports
filed with the SEC.
We believe these forward-looking statements are
reasonable; however, you should not place undue reliance on any
forward-looking statements, which are based on current
expectations. Further, forward-looking statements speak only as of
the date they are made, and we undertake no obligation to publicly
update any of these statements in light of new information or
future events.
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