Clayton, Dubilier & Rice, LLC entered into an agreement to acquire a 51% stake in RIPIC Holdings, LLC from Roper Technologies, Inc. (NYSE:ROP) for approximately $830 million on May 28, 2022. Clayton, Dubilier & Rice, LLC will pay a purchase price of approximately $829 million for approximately 51% stake in Businesses and Roper Technologies shall be entitled to an earnout of payment of up to $51 million if the Business exceeds a threshold level of earnings before interest taxes, depreciation and amortization (“EBITDA”) for the year ended December 31, 2022. As a part of transaction, immediately prior to the equity purchase, target business will make an estimated distribution of approximately $1,775 million in cash to Ropers. Under the terms of the Equity Purchase Agreement, it is anticipated that RIPIC Holdings, LLC will incur new third-party funded indebtedness of approximately $1,950 million through borrowings of term loans under new secured credit agreements. Clayton, Dubilier & Rice, LLC obtained committed financing from UBS AG, Stamford Branch, Royal Bank of Canada, BNP Paribas, BMO Capital Markets, Mizuho Bank and Natixis, New York Branch. Upon termination of the Equity Purchase Agreement under specified circumstances, Clayton, Dubilier & Rice, LLC will be required to pay a termination fee of approximately $107 million in cash. The transaction includes the following businesses: Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and Viatran. Collectively, these businesses generated approximately $940 million of revenue and $260 million of EBITDA in 2021. Roper will receive total upfront, pre-tax cash proceeds of approximately $2.6 billion while retaining a 49% minority interest in a new standalone entity. John Stroup will lead the standalone entity upon close of the transaction.

The closing of agreement is subject to customary closing conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and applicable foreign jurisdictions; the absence of any law restraining, enjoining or prohibiting the Equity Purchase; the accuracy of the other party's representations and warranties (subject to customary materiality qualifiers); the other party's compliance with its covenants and agreements contained in the Equity Purchase Agreement (subject to customary materiality qualifiers); completion of a marketing period in connection with the new third-party financing arranged by Buyer for the transaction; sellers and their applicable affiliates shall have completed the restructuring and the delivery of audited financial statements for the Business for the year ended December 31, 2021 that satisfy certain EBITDA thresholds. The Closing is not subject to any financing contingency or the approval of Roper's stockholders. The closing is currently expected to occur by the end of 2022.

Evercore Inc. (NYSE:EVR) acted as financial advisor to Roper Technologies, Inc. UBS Investment Bank, RBC Capital Markets Inc. and BNP Paribas SA (ENXTPA:BNP) acted as financial advisors to Clayton, Dubilier & Rice, LLC. BMO Capital Markets, Mizuho Securities Co., Ltd. and Natixis Securities Americas LLC provided advisory services to Clayton, Dubilier & Rice, LLC. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to Clayton, Dubilier & Rice. LLC in this transaction. Uri Herzberg, Kevin Rinker, Kim Le, Keith Slattery, Jeffrey Ross, Ramya Tiller, Margaret O'Neill, Timothy Shin, Adam Silverwood, J. Michael Snypes, Christopher Johnson, Erin Cleary, Peter Furci, Richard Ward, John Nelson, Robert Dura, Steven Slutzky, Henry Lebowitz, Andrew Levine, Jonathan Adler, Jason Auerbach, Stuart Hammer, Timothy McIver, Elie Worenklein, Mark Goodman, Erich Grosz and Kevin Schmidt of Debevoise & Plimpton LLP acted legal advisors to Clayton, Dubilier & Rice, LLC. William J. Zawrotny of Jones Day acted as the legal advisor to Roper Technologies in the transaction.

Clayton, Dubilier & Rice, LLC completed the acquisition of a 51% stake in RIPIC Holdings, LLC from Roper Technologies, Inc. (NYSE:ROP) on November 22, 2022. Immediately prior to the closing, a wholly owned operating subsidiary of RIPIC Holdings incurred new funded indebtedness of $2,012 million from third parties and affiliates of buyer through borrowings of term loans under new secured credit agreements.