Roper Technologies Prices Public Offering Of $500 Million Senior Unsecured Notes Due 2029, $500 Million Senior Unsecured Notes Due 2032, $1 Billion Senior Unsecured Notes Due 2034
SARASOTA, Fla., Aug. 19, 2024 (GLOBE NEWSWIRE) -- 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: [email protected], 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: [email protected].
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.
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Forward-Looking Statements
This 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.
