Roper Technologies Prices Public Offering Of $300 Million Senior Unsecured Notes Due 2022, $700 Million Senior Unsecured Notes Due 2025, $700 Million Senior Unsecured Notes Due 2027 And $1 Billion Senior Unsecured Notes Due 2031

Roper Technologies Prices Public Offering Of $300 Million Senior Unsecured Notes Due 2022, $700 Million Senior Unsecured Notes Due 2025, $700 Million Senior Unsecured Notes Due 2027 And $1 Billion Senior Unsecured Notes Due 2031

Sarasota, Florida, August 18, 2020 … Roper Technologies, Inc. (NYSE: ROP) (the “Company”) announced today the pricing of its public offering of $300 million of 0.45% Senior Notes due 2022 (the “2022 notes”), $700 million of 1.00% Senior Notes due 2025 (the “2025 notes”), $700 million of 1.40% Senior Notes due 2027 (the “2027 notes”) and $1 billion of 1.75% Senior Notes due 2031 (the “2031 notes” and, together with the 2022 notes, 2025 notes, and 2027 notes, the “notes”). The offering is expected to close, subject to the satisfaction of customary closing conditions, on September 1, 2020.

The 2022 notes will bear interest at the rate of 0.45% per year, the 2025 notes will bear interest at the rate of 1.00% per year, the 2027 notes will bear interest at the rate of 1.40% per year and the 2031 notes will bear interest at the rate of 1.75% per year. Interest on the notes will be payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2021 for the 2022 notes and 2031 notes, and on March 15 and September 15 of each year, beginning March 15, 2021 for the 2025 notes and 2027 notes. The 2022 notes will mature on August 15, 2022, the 2025 notes will mature on September 15, 2025, the 2027 notes will mature on September 15, 2027 and the 2031 notes will mature on February 15, 2031. The notes will be senior unsecured obligations of the Company.

Net proceeds from the sale of the notes will be used to fund a portion of the purchase price of the previously announced Vertafore acquisition and pay fees and expenses in connection with the Vertafore acquisition, and the other transactions related thereto. Remaining net proceeds, if any, will be used for general corporate purposes. This offering is not conditioned upon the consummation of the Vertafore acquisition.

For the offering, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are serving as active joint book-running managers for the notes, PNC Capital Markets LLC and TD Securities (USA) LLC are serving as passive joint book-running managers for the 2022 notes and 2031 notes and co-managers for the 2025 notes and 2027 notes, Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc. are serving as passive joint book-running managers for the 2025 notes and 2027 notes and co-managers for the 2022 notes and 2031 notes, and U.S. Bancorp Investments, Inc., BNP Paribas Securities Corp. and RBC Capital Markets, LLC are serving as co-managers for the notes.

The offering is being made pursuant to an effective shelf registration statement, and only by means of a preliminary prospectus supplement dated August 18, 2020 and accompanying prospectus dated November 26, 2018. 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 Securities and Exchange Commission’s website at http://www.sec.gov or by contacting BofA Securities, Inc., 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attention: Prospectus Department, telephone: toll-free 1-800-294-1322, email: dg.prospectus_requests@bofa.com, 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 or Wells Fargo Securities, LLC, 608 2nd Avenue South, Suite 1000, Minneapolis, Minnesota, 55402, Attention: WFS Customer Service, telephone: toll-free: 1 800-645-3751, email: wfscustomerservice@wellsfargo.com.

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 operates businesses that design and develop software (both license and software-as-a-service) and engineered products and solutions for a variety of niche end markets. Additional information about Roper is available on the Company’s website at www.ropertech.com.  

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the Securities and Exchange Commission (“SEC”) or in connection with oral statements made to the press, potential investors or others.  All statements that are not historical facts are “forward-looking statements.”  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 expressed or implied in any forward-looking statement.  Such risks and uncertainties include the effects of the COVID-19 pandemic on our business, operations, financial results and liquidity, including the duration and magnitude of such effects, which will depend on numerous evolving factors which we cannot accurately predict or assess, including: the duration and scope of the pandemic; the negative impact on global and regional markets, economies and economic activity; actions governments, businesses and individuals take in response to the pandemic; the effects of the pandemic, including all of the foregoing, on our customers, suppliers, and business partners, and how quickly economies and demand for our products and services recover after the pandemic subsides.

Additional examples of forward-looking statements in this press release include but are not limited to statements regarding operating results, the success of our internal operating plans, our expectations regarding our ability to generate operating cash flows and reduce debt and associated interest expense, profit and cash flow expectations, the timing and expected benefits of the Vertafore acquisition, the prospects for newly acquired businesses to be integrated and contribute to future growth and our expectations regarding growth through acquisitions.  Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, timing and success of product upgrades and new product introductions, raw materials costs, expected pricing levels, the timing and cost of expected capital expenditures, expected outcomes of pending litigation, competitive conditions, general economic conditions and expected synergies relating to acquisitions, joint ventures and alliances.  These assumptions could prove inaccurate.  Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.  Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2019 and our Quarterly Reports on Form 10‑Q for the quarters ended March 31, 2020 and June 30, 2020 incorporated by reference herein.  You should understand that the following important factors, in addition to those discussed in the incorporated documents, could affect our future results, and could cause those results or other outcomes to differ materially from those estimates or projections in the forward-looking statements: our ability to satisfy all closing conditions and successfully consummate the Vertafore acquisition on the anticipated timeline, or at all; our ability to integrate Vertafore and achieve the anticipated benefits of the Vertafore acquisition; general economic conditions; difficulty making acquisitions and successfully integrating acquired businesses; any unforeseen liabilities associated with future acquisitions; limitations on our business imposed by our indebtedness; unfavorable changes in foreign exchange rates; failure to effectively mitigate cybersecurity threats; difficulties associated with exports and imports, including changes in tariffs; risks and costs associated with our international sales and operations; rising interest rates; product liability and insurance risks; increased warranty exposure; future competition; the cyclical nature of some of our markets; reduction of business with large customers; risks associated with government contracts; changes in the supply of, or price for, labor, raw materials, parts and components; environmental compliance costs and liabilities; risks and costs associated with asbestos-related litigation; potential write-offs of our goodwill and other intangible assets; our ability to successfully develop new products; failure to protect our intellectual property; the effect of, or change in, government regulations (including tax); economic disruption caused by terrorist attacks, health crises (such as the COVID-19 pandemic) or other unforeseen events; and the factors discussed in other reports filed with the SEC.

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of these statements in light of new information or future events.

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