ROPER TECHNOLOGIES, INC. (NYSE:ROP) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On December6, 2016, Roper Technologies, Inc. (the Company) agreed
to acquire Project Diamond Holdings Corporation (the Deltek
Acquisition) and, in connection with the Deltek Acquisition,
entered into Amendment No.1 to Credit Agreement (the Amendment)
to the Credit Agreement dated September23, 2016 among the
Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as
administrative agent, Wells Fargo Bank, N.A. and Bank of America,
N.A., as syndication agents, and The Bank of Tokyo-Mitsubishi
UFJ, Ltd., Mizuho Bank, Ltd., PNC Bank, National Association,
SunTrust Bank and TD Bank, N.A., as co-documentation agents.
The Amendment (a)increases the maximum Consolidated Total
Leverage Ratio (as defined in the Credit Agreement) covenant from
3.50 to 1.0 to, (i)if the Deltek Acquisition is consummated on or
before December31, 2016, 4.25 to 1.0 through June30, 2017 and
4.00 to 1.0 through December31 2017 or (ii)if the Deltek
Acquisition is consummated after December31, 2016 but on or
before March31, 2017, 4.25 to 1.0 from January1, 2017 through
June30, 2017 and 4.00 to 1.0 through December31, 2017 and
(b)excludes any indebtedness the proceeds of which is to be used
to finance the Deltek Acquisition from the calculation of the
Consolidated Total Leverage Ratio until such time as the Deltek
Acquisition is consummated or five business days after the Deltek
Acquisition is terminated, so long as such proceeds are either
held in escrow on customary terms or are held by the Company in
an account at the administrative agent or a lender under the
Credit Agreement as unrestricted cash or cash equivalents.
The above description of the Amendment does not purport to be
complete and is included solely as a summary of the material
terms of the Amendment, a copy of which is filed as Exhibit 10.1
hereto and is incorporated by reference.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December6, 2016 the Company entered into a commitment letter
with JPMorgan Chase Bank, N.A. to which JPMorgan Chase Bank, N.A.
has committed to provide the Company with an $800 million senior
unsecured term loan (the 2016 term loan). The proceeds of any
indebtedness for borrowed money incurred by the Company or its
subsidiaries on or after December6, 2016 (subject to certain
customary exceptions) will reduce the amount of the 2016 term
loan that is available to be borrowed on a dollar for dollar
basis. The proceeds of this 2016 term loan, if any, will be
available to the Company to finance a portion of the
consideration payable in the Deltek Acquisition.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibit. |
| Exhibit 10.1 |
Amendment No. 1, dated as of December2, 2016, to Credit Agreement dated as of September23, 2016 by and among the Company, the foreign subsidiary borrowers party thereto from time to time, the lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and parties thereto. |
About ROPER TECHNOLOGIES, INC. (NYSE:ROP)
Roper Technologies, Inc., formerly Roper Industries, Inc., is a technology company. The Company operates businesses that design and develop software and engineered products and solutions for a range of end markets, including healthcare, transportation, food, energy, water, education and academic research. It operates through four segments. The Medical and Scientific Imaging segment offers products and software in medical applications and high performance digital imaging products. The RF Technology segment provides radio frequency identification communication technology and software solutions. The Industrial Technology segment offerings include fluid handling pumps, materials analysis equipment and consumables, and leak testing equipment. The Energy Systems and Controls segment’s products include control systems, equipment and consumables for fluid properties testing, vibration sensors and other non-destructive inspection and measurement products and services. ROPER TECHNOLOGIES, INC. (NYSE:ROP) Recent Trading Information
ROPER TECHNOLOGIES, INC. (NYSE:ROP) closed its last trading session up +0.51 at 183.51 with 957,648 shares trading hands.
