Item 1.01. Entry into a Material Definitive Agreement
On August 30, 2022, Roper Technologies, Inc. (the "Company") entered into an
Equity Purchase and Merger Agreement (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 Parent LLC, a Delaware limited liability company
and the parent company of Frontline ("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. Pursuant to the terms and conditions of
the Merger Agreement, on the closing date, among other things, the Blocker
Purchaser will acquire the equity of the blocker entities and certain units of
Frontline Technologies set forth in the Merger Agreement and Merger Sub will
merge with and into Frontline Technologies, with Frontline Technologies
continuing as the surviving company and as an indirect wholly owned subsidiary
of the Company (the "Frontline Acquisition").
The aggregate consideration payable by the Company on the closing date is
approximately $3.725 billion in cash, subject to adjustments in respect of cash,
indebtedness and transaction expenses as of the closing. The closing of the
Frontline Acquisition is subject to customary closing conditions, including the
expiration or termination of the applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.
The Merger Agreement contains customary representations, warranties and
covenants of the Company, the Merger Sub, the Purchaser, the Blocker Purchaser,
Frontline Technologies and the Blocker Sellers. From the date of the Merger
Agreement until the closing, Frontline Technologies is required to conduct its
business in the ordinary course consistent with past practice and to comply with
certain customary covenants regarding the operation of its business.
The Merger Agreement provides for customary termination rights of the parties,
including termination by Frontline Technologies or the Purchaser, the Blocker
Purchaser and the Merger Sub if the closing has not been consummated on or
before January 31, 2023, but only if the failure to close shall not have been
caused by the action or inaction of the party terminating the Merger Agreement.
Item 7.01. Other Events.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to,
qualified in its entirety by reference to, the full text of the Merger
Agreement, a copy of which is filed hereto as Exhibit 2.1, which is incorporated
hereto by reference.
On August 30, 2022, the Company issued a press release announcing the Company's
entry into the Merger Agreement. A copy of the press release is furnished hereto
as Exhibit 99.1, which shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference
into any registration statement or other filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
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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.*
99.1 Press Release of the Company dated 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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