(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-12273
51-0263969
(COMMISSION FILE NUMBER)
(IRS EMPLOYER IDENTIFICATION NO.)
6901 Professional Parkway, Suite 200
Sarasota,
Florida
34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(941) 556-2601
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value
ROP
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 17, 2022, Roper Technologies, Inc. (the “Company”) together with its subsidiary TransCore Holdings, LLC (formerly known as TransCore Holdings, Inc.) completed the previously announced disposition of all of the issued and outstanding interests of TransCore Partners, LLC and TLP Holdings, LLC to ST Engineering Urban Solutions USA Inc. (the “Buyer”), a wholly owned subsidiary of Singapore Technologies Engineering Ltd., a Singapore corporation and parent of the Buyer, pursuant to the terms of a Membership Interests Purchase Agreement dated October 1, 2021 (the “Purchase Agreement”) for an aggregate purchase price of $2.68 billion in cash, subject to certain adjustments as set forth in the Purchase Agreement.
The terms of the Purchase Agreement are more fully described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 4, 2021, which is incorporated herein by reference. All of the descriptions of the Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q dated November 4, 2021 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Roper Technologies, Inc.
(Registrant)
BY:
/S/ John K. Stipancich
Date:
March 18, 2022
John K. Stipancich, Executive Vice President, General Counsel and Corporate Secretary
