Roper Technologies Prices Public Offering of $500 Million Senior Unsecured Notes due 2021 and $700 Million Senior Unsecured Notes due 2026

Roper Technologies Prices Public Offering of $500 Million Senior Unsecured Notes due 2021 and $700 Million Senior Unsecured Notes due 2026

Sarasota, Florida, December 8, 2016 … Roper Technologies, Inc. (NYSE: ROP) announced today the pricing of its public offering of $500 million of 2.800% Notes due 2021 (the “2021 notes”) and $700 million of 3.800% Notes due 2026 (the “2026 notes” and, together with the 2021 notes, the “notes”). The offering is expected to close, subject to customary closing conditions, on December 19, 2016.   

The 2021 notes will bear interest at the rate of 2.800% per year and the 2026 notes will bear interest at the rate of 3.800% per year. Interest on the notes will be payable semi-annually on June 15 and December 15 of each year, beginning June 15, 2017. The 2021 notes will mature on December 15, 2021 and the 2026 notes will mature on December 15, 2026.   

Net proceeds from the sale of the notes will be used to fund the purchase price of the previously announced Deltek acquisition. Remaining net proceeds, if any, will be used for general corporate purposes. This offering is not conditioned upon the consummation of the Deltek acquisition.  

If the closing of the Deltek acquisition has not occurred on or prior to the earlier of (i) March 6, 2017 and (ii) the date the purchase agreement is terminated, Roper will be required to redeem the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date. 

For the offering of the 2021 notes, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, Mizuho Securities USA Inc. and SunTrust Robinson Humphrey, Inc. are serving as joint book-running managers, and MUFG Securities Americas Inc., PNC Capital Markets LLC, TD Securities (USA) LLC, BB&T Capital Markets, a division of BB&T Securities, LLC, RBC Capital Markets, LLC and Regions Securities LLC are serving as co-managers. 

For the offering of the 2026 notes, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, PNC Capital Markets LLC and TD Securities (USA) LLC are serving as joint book-running managers, and Mizuho Securities USA Inc., MUFG Securities Americas Inc., SunTrust Robinson Humphrey, Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, RBC Capital Markets, LLC and Regions Securities LLC are serving as co-managers. 

The offering is being made pursuant to an effective shelf registration statement, and only by means of a preliminary prospectus supplement dated December 8, 2016 and accompanying prospectus dated November 24, 2015. Full details of the offering, including a description of the notes and certain risk factors related to the notes, are contained in the preliminary prospectus supplement and the accompanying prospectus. Copies of these documents may be obtained for free by visiting EDGAR on the SEC’s website at http://www.sec.gov or by contacting J. P. Morgan Securities LLC, 383 Madison Avenue, New York, New York, 10179, Attention: Investment Grade Syndicate Desk- 3rd Floor, telephone: 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 200 North College Street, NC1-004-03-43, Charlotte, NC  28255-0001, Attention: Prospectus Department, telephone: 1-800-294-1322 or Wells Fargo Securities, LLC, 1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, Attention: Capital Markets Client Support, telephone: 1-800-645-3751. 

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the notes or any other securities, nor will there be any sale of the notes or any other securities in any state or jurisdiction in which such an offer, solicitation or sale is not permitted. 

About Roper Technologies 

Roper Technologies is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper designs and develops software (both software-as-a-service and licensed), and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide.  

The information provided in this press release contains forward looking statements within the meaning of the federal securities laws. These forward looking statements include, among others, statements regarding the closing of the offering and the use of proceeds therefrom and the closing of the Deltek acquisition. Forward looking statements may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes" or "intends" and similar words and phrases.  These statements reflect management's current beliefs and are not guarantees of future performance.  They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward looking statement. Such risks and uncertainties include our ability to integrate our acquisitions and realize expected synergies.  We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions, unfavorable changes in foreign exchange rates, difficulties associated with exports, risks associated with our international operations, difficulties in making and integrating acquisitions, risks associated with newly acquired businesses, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, environmental compliance costs and liabilities, risks and cost associated with asbestos related litigation and potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products.  Important risks may be discussed in current and subsequent filings with the Securities and Exchange Commission.  You should not place undue reliance on any forward looking statements.  These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

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