ROPER TECHNOLOGIES INC — M&A Activity 2019

Aug 22, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

August 22, 2019

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

1-12273		51-0263969
(COMMISSION FILE NUMBER)		(IRS EMPLOYER IDENTIFICATION NO.)
6901 Professional Pkway. East, Suite 200
Sarasota,	Florida	34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)		(ZIP CODE)

( 941 ) 556-2601

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)

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 communication 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 2.01. Completion of Acquisition or Disposition of Assets.

On August 22, 2019, Roper Technologies, Inc. (the “Company”) completed its previously announced acquisition of iPipeline Holdings, Inc. (“iPipeline”) from Thoma Bravo, LLC and iPipline’s other equityholders, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of August 5, 2019.

The Company funded the aggregate cash purchase price of $1.625 billion with the proceeds from the previously announced sale of its $500 million aggregate principal amount of 2.350% Senior Notes due 2024 and its $700 million aggregate principal amount of 2.950% Senior Notes due 2029, along with borrowings under its 2016 credit facility and cash on hand.

The terms of the Merger Agreement are more fully described in the Company’s current report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 9, 2019, which is incorporated herein by reference. All of these descriptions of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated August 19, 2019 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits .

2.1 Agreement and Plan of Merger, dated as of August 5, 2019, by and among iPipeline Holdings, Inc., Roper Technologies, Inc., Project Purpose Merger Sub Inc. and Thoma Bravo, LLC, as representative of the stockholders and optionholders of iPipeline Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated August 19, 2019)

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.

	Roper Technologies, Inc.
	(Registrant)
BY:	/S/ Robert C. Crisci	Date:	August 22, 2019
	Robert C. Crisci, Executive Vice President and Chief Financial Officer