Item 1.01. Entry into a Material Definitive Agreement.
In connection with the previously announced acquisition by Roper Technologies,
Inc. (the "Company") of Vertafore, Inc. (the "Vertafore Acquisition"), on
August 17, 2020, the Company entered into Amendment No. 3 (the "Third
Amendment") to its Credit Agreement, dated as of September 23, 2016 (the "2016
facility"), 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, Truist Bank and TD Bank, N.A., as
co-documentation agents. The Third Amendment adds and changes certain
definitions and amends our consolidated total leverage ratio in the 2016
facility in contemplation of the consummation of the Vertafore Acquisition.
Specifically, the Third Amendment amends the definition of restricted cash to
include cash or cash equivalents that are proceeds of indebtedness incurred to
finance an acquisition if such proceeds are held in escrow or in an account at
one of the lenders under the 2016 facility. In addition, the Third Amendment
increases the consolidated total leverage ratio to 4.60 to 1.0 for the two test
periods after the consummation of the Vertafore Acquisition, stepping down to
4.25 to 1.0 for the two subsequent test periods, and then reverting back to 3.5
to 1.0 for any remaining test periods.
The above description of the Third Amendment does not purport to be complete and
is included solely as a summary of the material terms of the Third Amendment, a
copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Amendment No. 3, dated as of August 17, 2020, to Credit Agreement dated
as of September 23, 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.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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