Roper Technologies, Inc. (NYSE:ROP) entered into a definitive agreement to acquire Frontline Technologies Group, LLC from a group of shareholders for approximately $3.7 billion on August 30, 2022. The purchase price is subject to adjustments in respect of cash, indebtedness and transaction expenses as of the closing. Under the transaction, Roper will acquire Frontline Education in an all-cash transaction valued at approximately $3.725 billion. Including a tax benefit resulting from the transaction, the net purchase price is approximately $3.375 billion, representing approximately 19 times Frontline's estimated 2023 EBITDA. Roper will acquire 100% of the Frontline Units under the terms of the agreement. Roper anticipates funding the transaction using its cash on hand and revolving credit facility. Frontline Technologies will operate as a wholly owned subsidiary of Roper Technologies. Frontline's management team will continue to lead the business from its Malvern, Pennsylvania headquarters. Frontline's name, brands, and office locations will not change as a result of the transaction.

The transaction is subject to regulatory approval, including the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, execution of escrow agreement, Frontline's unitholder approval, the Pre-Closing Restructuring shall have been completed and other customary closing conditions. The transaction has been approved by the Board of Directors of both Roper and Frontline. The agreement provides for customary termination rights of the parties, if the closing has not been consummated on or before January 31, 2023. The transaction is expected to close in the fourth quarter of 2022.

J.P. Morgan Securities LLC, Jefferies LLC and Macquarie Capital acted as financial advisors and Ted A. Peto, P.C. and Peter Stach of Kirkland & Ellis LLP acted as the legal advisor to Thoma Bravo and Frontline Education. Cooley LLP acted as the legal advisor to Frontline Education. John D. Amorosi, Michael Gilson, Jennifer S. Conway, Kara L. Mungovan and Frank J. Azzopardi of Davis Polk & Wardwell LLP acted as the legal advisor to Roper Technologies. Morgan Elwyn, Ziyad Aziz and Stephanie Moran of Willkie Farr & Gallagher LLP acted as the legal advisor to Insight Partners. Patrick Sandor of Willkie Farr & Gallagher LLP acted as the legal advisor to Alpine Investors. Peter Love of Jones day acted as Antitrust counsel to Roper Technologies.

Roper Technologies, Inc. (NYSE:ROP) completed the acquisition of Frontline Technologies Group, LLC from a group of shareholders on October 4, 2022.