Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 4, 2022, Roper Technologies, Inc. (the "Company") completed its
previously announced acquisition (the "Frontline Acquisition") of Frontline
Technologies Parent, LLC, a Delaware limited liability company and the parent
company of Frontline Technologies ("Frontline Technologies"), pursuant to an
Equity Purchase and Merger Agreement dated as of August 30, 2022 (as amended
from time to time, the "Merger Agreement") with Roper T2 LLC, a Delaware limited
liability company and wholly owned subsidiary of the Company (the "Purchaser"),
Roper Operations Company II LLC, a Delaware limited liability company and wholly
owned subsidiary of the Company (the "Blocker Purchaser"), Project Franklin
Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary
of the Purchaser ("Merger Sub"), Frontline Technologies, Frontline Technologies
Blocker Manager, LLC, a Delaware limited liability company, Thoma Bravo Fund
XII-A, L.P. a Delaware limited partnership, Insight Partners Continuation Fund,
L.P., a Cayman Islands exempted limited partnership, Insight Partners
Continuation Fund (Cayman), L.P., a Cayman Islands exempted limited partnership,
Ares Capital Corporation, a Maryland corporation, Alpine VI-A, LP, a Delaware
limited partnership (collectively, the "Blocker Sellers"), and Thoma Bravo,
L.P., a Delaware limited partnership, as representative of the unitholders of
Frontline Technologies.
The Frontline Acquisition was effected by the Blocker Purchaser acquiring the
equity of the Blocker Sellers and certain units of Frontline Technologies and
the Merger Sub merging with and into Frontline Technologies, with Frontline
Technologies continuing as the surviving company and as an indirect wholly owned
subsidiary of the Company, in each case, as set forth in the Merger Agreement.
The aggregate consideration paid by the Company on the Closing Date was
approximately $3.738 billion in cash.
The foregoing description Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its
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 30, 2022
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1 Equity Purchase and Merger Agreement by and among the Company, Roper T2 LLC, Project
Franklin Merger Sub LLC, Frontline Technologies Parent LLC, Roper Operations Company II
LLC, the Blocker Sellers and the Representative, dated as of August 30, 2022
( incorporated herein by reference to Exhibit 2.1 to the Roper Technologies,
Inc. Current Report on Form 8-K filed August 30, 2022 ) .*
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Certain annexes and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Roper Technologies, Inc. will furnish the omitted annexes and schedules
to the Securities and Exchange Commission upon request.
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