01—Abstract
Summary
Summary of the 8-K filed August 21, 2024. Cited figures are marked; the original filing is the authoritative source.
Roper Technologies, Inc. consummated on August 21, 2024 the issuance and sale of $2,000,000,000a in aggregate principal amount of senior unsecured notes under an Underwriting Agreement dated August 19, 2024 with BofA Securities, Inc., J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters. The offering consists of three tranches: $500,000,000b of 4.500% Senior Notes due 2029, $500,000,000 of 4.750% Senior Notes due 2032, and $1,000,000,000 of 4.900% Senior Notes due 2034. The Notes were issued under the Company's November 26, 2018 Indenture with Computershare Trust Company, N.A., as successor trustee, as supplemented by an Officer's Certificate dated August 21, 2024.
They were offered under the Company's Form S-3ASR registration statement dated October 28, 2021 and related preliminary and final prospectus supplements dated August 19, 2024. The filing is made under Item 2.03 (creation of a direct financial obligation) and Item 8.01 (other events).
For investors, the filing establishes $2.0 billionc of new long-term unsecured debt with staggered maturities from 2029 to 2034. The filing itself does not state the use of proceeds, and the exhibits (Underwriting Agreement, Officer's Certificate with forms of Notes, and Jones Day legal opinion) are attached for the full terms.
02—Key points
Key Highlights
- Issued $2,000,000,000 aggregate principal amount of senior unsecured notes on August 21, 2024.
- $500,000,000 of 4.500% Senior Notes due 2029.
- $500,000,000 of 4.750% Senior Notes due 2032.
- $1,000,000,000 of 4.900% Senior Notes due 2034, the largest tranche.
- Offering was underwritten by BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives, under an Underwriting Agreement dated August 19, 2024.
- Notes were issued under the November 26, 2018 Indenture with Computershare Trust Company, N.A., as successor trustee, supplemented by an Officer's Certificate dated August 21, 2024.
- Offered under the Form S-3ASR shelf registration statement dated October 28, 2021 (Registration No. 333-260556).
03—Questions
Frequently Asked Questions
How much debt did Roper Technologies issue and what are the terms?
Roper issued $2,000,000,000 of senior unsecured notes in three tranches: $500 million at 4.500% due 2029, $500 million at 4.750% due 2032, and $1.0 billion at 4.900% due 2034.
Under what agreements and registration was the offering made?
The notes were sold under an Underwriting Agreement dated August 19, 2024 and issued under an Indenture dated November 26, 2018 with Computershare Trust Company, N.A., as successor trustee, as supplemented by an Officer's Certificate dated August 21, 2024. They were offered under the Form S-3ASR registration statement dated October 28, 2021.
Who underwrote the offering?
BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC acted as representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement.
Where can investors find the full terms of the notes?
The material terms are set forth in the Officer's Certificate filed as Exhibit 4.1, which includes forms of the Notes, and in the Underwriting Agreement filed as Exhibit 1.1. A Jones Day legal opinion is filed as Exhibit 5.1.
Does the filing state the intended use of the proceeds?
No. The filing describes the issuance and sale of the notes but does not state how the proceeds will be used.
04—Continue