UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): July 29,
2008
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ROPER
INDUSTRIES, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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1-12273
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51-0263969
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(Commission
File Number)
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(IRS
Employer Identification No.)
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6901
Professional PKWY. East, Suite 200,
Sarasota,
Florida
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34240
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(Address
of Principal Executive Offices)
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(Zip
code)
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(941)
556-2601
Registrant’s
telephone number, including area code
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
Issuance of $500 million of Senior
Notes
On
August 4, 2008, Roper Industries, Inc. (the “Company”) consummated the
issuance and sale of $500,000,000 principal amount of its 6.625% Senior Notes
due 2013 (the “Notes”) pursuant to an underwriting agreement dated July 29,
2008 between the Company and Banc of America Securities LLC, J.P. Morgan
Securities Inc. and Wachovia Capital Markets, LLC as representatives of the
several underwriters named therein. The Notes have been issued pursuant to an
Indenture dated as of August 4, 2008 (the “Indenture”) between the Company
and Wells Fargo Bank, N.A., as trustee.
The Notes
have been offered pursuant to the Company’s Registration Statement on Form S-3
filed on July 29, 2008 (Reg. No. 333-152590), including the prospectus
contained therein (the “Registration Statement”), and a related preliminary
prospectus supplement and a prospectus supplement, each dated July 29,
2008.
The
material terms and conditions of the Notes are set forth in the Form of
Officer’s Certificate filed herewith as Exhibit 4.09 and incorporated by
reference herein and in the Indenture filed as Exhibit 4.1 to the Registration
Statement.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
The
following exhibits are filed herewith:
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Exhibit
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Number
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Description
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4.09
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Form
of Officer’s Certificate setting forth the terms of the Notes (with form
of Notes attached)
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5.01
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Opinion
of Davis Polk & Wardwell
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23.02
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Consent
of Davis Polk & Wardwell (contained in Exhibit
5.01)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Roper
Industries, Inc.
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Date:
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August 4,
2008
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By:
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/s/
David B. Liner
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Name:
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David
B. Liner
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Title:
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Vice
President, General Counsel and Secretary
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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4.09
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Form
of Officer’s Certificate setting forth the terms of the Notes (with form
of Notes attached)
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5.01
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Opinion
of Davis Polk & Wardwell
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23.02
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Consent
of Davis Polk & Wardwell (contained in Exhibit
5.01)
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Exhibit 4.09
ROPER INDUSTRIES,
INC.
Officer’s
Certificate
Reference is made to the Indenture dated
as of August 4,
2008 (the “Indenture”) between Roper Industries, Inc.
(the “Issuer,”) and
Wells Fargo Bank, National Association, as trustee (the “Trustee”). The
Trustee is the trustee for any and all securities issued under the
Indenture. Pursuant to
Section 2.01 and Section
2.03 of the Indenture the undersigned officer does hereby certify, in connection with the
issuance of $500,000,000 aggregate principal amount of 6.625% Notes due 2013 (the “Notes”) that the terms of the
Notes are as follows:
Capitalized terms used but not otherwise
defined herein shall have the meanings specified in the
Indenture.
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Title:
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6.625%
Notes due 2013
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Issuer:
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Roper
Industries, Inc.
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Trustee, Registrar, Transfer
Agent, Authenticating Agent, and Paying Agent:
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Wells
Fargo Bank, National Association
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Aggregate Principal Amount at
Maturity:
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$500,000,000
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Principal Payment
Date:
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August
15, 2013
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Interest:
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6.625%
per annum
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Date from which Interest will
Accrue:
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August
4, 2008
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Interest Payment
Dates:
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February
15 and August 15, commencing on February 15, 2009
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Redemption:
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The
Issuer may at its option redeem the Notes in whole or in part, at any time
or from time to time prior to their maturity, on at least 30 days, but not
more than 60 days, prior notice mailed to the registered address of each
holder of the Notes, at a redemption price, calculated by the Issuer,
equal to the greater of:
(i)
100% of the principal amount of the Notes being redeemed;
or
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(ii)
the sum of the present values of the remaining scheduled payments of
principal and interest thereon (exclusive of interest accrued as of the
date of redemption) discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) of the
Notes being redeemed at the Treasury Rate (as defined in the Notes) plus
50 basis points,
plus,
in each case, accrued interest thereon to the date of
redemption.
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Conversion:
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None
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Sinking
Fund:
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None
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Denominations:
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$2,000 and multiples of $1,000
thereafter
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Miscellaneous:
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The
terms of the Notes shall
include such other terms as are set forth in the form of Notes
attached
hereto as Exhibit
A and
in the Indenture.
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Subject to the representations,
warranties and covenants described in the Indenture, as amended or supplemented
from time to time, the Issuer shall be entitled, subject to authorization by the
Board of Directors of the Issuer and an Officer’s Certificate, to issue
additional notes from time to time under each series of notes issued hereby. Any
such additional notes of a series shall have identical terms as the Notes issued
on the issue date, other than with respect to the date of issuance and the issue
price (together the “Additional
Notes”). Any Additional
Notes will be issued in accordance with Section 2.03 of the
Indenture.
Such officer has read and understands
the provisions of the Indenture and the definitions relating
thereto. The statements made in this Officer’s Certificate are based
upon the examination of the provisions of the Indenture and upon the relevant
books and records of the Issuer. In such officer’s opinion, he has
made such examination or investigation as is necessary to enable such officer to
express an informed opinion as to whether or not the covenants and conditions of
such Indenture relating to the issuance and authentication of the Notes have
been complied with. In such officer’s opinion, such covenants and
conditions have been complied with.
[Signature Page
Follows]
IN WITNESS
WHEREOF, I have signed this certificate.
Dated: August 4,
2008
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ROPER
INDUSTRIES, INC.
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By:
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Name:
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David
B. Liner
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Title:
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Vice
President, General Counsel and Secretary
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[Signature Page to
Officer’s Certificate pursuant to the Indenture]
EXHIBIT
A
[FORM OF
NOTES DUE 2013]
UNLESS
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS A BENEFICIAL INTEREST HEREIN.
TRANSFERS
OF THIS NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF
DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE TRANSFER PROVISIONS OF THE INDENTURE.
IN CONNECTION WITH ANY TRANSFER, THE
HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND
OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT
THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
ROPER
INDUSTRIES, INC.
6.625%
Notes due 2013
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No.
___
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CUSIP
No.: 776696AB2
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ISIN
No.: US 776696AB27
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$_____________
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ROPER
INDUSTRIES, INC., a Delaware corporation (the “Issuer”), for value received
promises to pay to CEDE & CO. or registered assigns the principal sum of
_________________ UNITED STATES DOLLARS
on August 15,
2013.
Interest
Payment Dates: February 15 and August 15 (each, an “Interest Payment Date”),
commencing on February 15, 2009.
Interest
Record Dates: February 1 and August 1 (each, an “Interest Record
Date”).
Reference
is made to the further provisions of this Note contained herein, which will for
all purposes have the same effect as if set forth at this place.
IN WITNESS
WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile
by its duly authorized officers.
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ROPER
INDUSTRIES, INC.
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By:
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Name:
David B. Liner
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Title:
Vice President, General Counsel and Secretary
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This is
one of the Notes of the series designated herein and referred to in the
within-mentioned Indenture.
Dated: August
4, 2008
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Wells
Fargo Bank, N.A.,
as Trustee |
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By:
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Authorized
Signatory
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(REVERSE
OF NOTE)
ROPER
INDUSTRIES, INC.
6.625%
Notes due 2013
1. Interest.
Roper
Industries, Inc. (the “Issuer”) promises to pay
interest on the principal amount of this Note at the rate per annum described
above (the “Original Interest
Rate”), subject to adjustments as provided in Section 6
hereof. Cash interest on the Notes will accrue from the most recent
date to which interest has been paid; or, if no interest has been paid, from
August 4, 2008. Interest on this Note will be paid to but excluding
the relevant Interest Payment Date or on such earlier date as the principal
amount shall become due in accordance with the provisions hereof. The
Issuer will pay interest semi-annually in arrears on each Interest Payment Date,
commencing February 15, 2009. Interest will be computed on the basis
of a 360-day year consisting of twelve 30-day months.
The Issuer
shall pay interest on overdue principal from time to time on demand at the rate
borne by the Notes and on overdue installments of interest (without regard to
any applicable grace periods) to the extent lawful.
2. Paying
Agent.
Initially,
Wells Fargo Bank, N.A. (the “Trustee”) will act as paying
agent. The Issuer may change any paying agent without notice to the
Holders.
3. Indenture;
Defined Terms.
This Note
is one of the 6.625% Notes due 2013 (the “Notes”) issued under an
indenture dated as of August
4, 2008 (the “Base
Indenture”) by and
between the Issuer and the Trustee, and established pursuant to an Officer’s
Certificate dated August 4,
2008, issued pursuant to Section 2.01 and Section 2.03 thereof (together, the
“Indenture”). This
Note is a “Security” and the Notes are “Securities” under the
Indenture.
For
purposes of this Note, unless otherwise defined herein, capitalized terms herein
are used as defined in the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date
on which the Indenture was qualified under the TIA. Notwithstanding
anything to the contrary herein, the Notes are subject to all such
terms, and
holders of Notes are referred to the Indenture and the TIA for a statement of
them. To the extent the terms of the Indenture and this Note are
inconsistent, the terms of the Indenture shall govern.
4. Denominations;
Transfer; Exchange.
The Notes
are in registered form, without coupons, in denominations of $2,000 and
multiples of $1,000 thereafter. A Holder shall register the transfer
or exchange of Notes in accordance with the Indenture. The Issuer may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the
Indenture. The Issuer need not issue, authenticate, register the
transfer of or exchange any Notes or portions thereof for a period of fifteen
(15) days before the mailing of a notice of redemption, nor need the Issuer
register the transfer or exchange of any Note selected for redemption in whole
or in part.
5. Amendment;
Supplement; Waiver.
Subject to
certain exceptions, the Notes and the provisions of the Indenture relating to
the Notes may be amended or supplemented and any existing default or Event of
Default or compliance with certain provisions may be waived with the written
consent of the Holders of at least a majority in aggregate principal amount of
all series of Outstanding Securities (including the Notes) under the Indenture
that are affected by such amendment, supplement or waiver (voting together as a
single class). Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture and the Notes to, among
other things, cure any ambiguity, defect or inconsistency or comply with any
requirements of the Commission in connection with the qualification of the
Indenture under the TIA, or make any other change that does not adversely affect
the rights of any Holder of a Note.
6. Interest
Rate Adjustment.
The
interest rate payable on the Notes will be subject to adjustments from time to
time if Moody’s Investors Service, Inc. (“Moody’s”) or Standard &
Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc. (“S&P”), including their
respective successors, as applicable, (or, if applicable, any Substitute Rating
Agency (as defined below)) downgrades (or subsequently upgrades) the rating
assigned to the Notes, as set forth in this Section 6.
If the
ratings from Moody’s or S&P (or, in either case if applicable, any
Substitute Rating Agency) with respect to the Notes (each an “Interest Rate Rating Agency,”
and collectively, the “Interest Rate Rating Agencies”) is decreased to a rating
set forth in the following table with respect to that Interest
Rate
Rating Agency, the per annum interest rate on the Notes will increase from the
Original Interest Rate by the percentage set forth opposite that
rating:
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Interest
Rate Rating Agency
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Rating
Level
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Moody’s*
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S&P*
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Percentage
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1
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Ba1
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BB+
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0.25%
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2
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Ba2
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BB
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0.50%
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3
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Ba3
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BB–
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0.75%
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4
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B1
or below
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B+
or below
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1.00%
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*
Including the equivalent ratings of any Substitute Rating
Agency.
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If, at any
time, the interest rate on the Notes has been adjusted upward as a result of a
decrease in a rating by an Interest Rate Rating Agency and that Interest Rate
Rating Agency subsequently increases its rating on the Notes to any of the
threshold ratings set forth above, the per annum interest rate on the Notes will
be decreased such that the per annum interest rate equals the Original Interest
Rate plus the percentage set forth opposite the rating in effect immediately
following the increase in the table above; provided that if Moody’s or
any Substitute Rating Agency subsequently increases its rating on the Notes to
“Baa3” (or its equivalent if with respect to any Substitute Rating Agency) or
higher and S&P or any Substitute Rating Agency subsequently increases its
rating on the Notes to “BBB-“ (or its equivalent if with respect to any
Substitute Rating Agency) or higher, or one of those ratings if the Notes are
rated by only one Interest Rate Rating Agency, the per annum interest rate on
the Notes will be decreased to the Original Interest Rate.
No
adjustment in the interest rate on the Notes shall be made solely as a result of
an Interest Rate Rating Agency ceasing to provide a rating. If at any time less
than two Interest Rate Rating Agencies provide a rating on the Notes, the Issuer
will use commercially reasonable efforts to obtain a rating on the Notes from
another “nationally recognized statistical rating organization” within the
meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, to the extent one
exists, and if another nationally recognized statistical rating organization
rates the Notes (such organization, as certified by a resolution of our board of
directors, a “Substitute Rating
Agency”), for purposes of determining any increase or decrease in the per
annum interest rate on the Notes pursuant to the table above, (1) such
Substitute Rating Agency will be substituted for the last Interest Rate Rating
Agency to provide a rating on the Notes but which has since ceased to provide
such rating, (2) the relative ratings scale used by such Substitute Rating
Agency to assign ratings to senior unsecured debt will be determined in good
faith by an independent investment banking institution of national standing
appointed
by the
Issuer and, for purposes of determining the applicable ratings included in the
table above with respect to such Substitute Rating Agency, such ratings shall be
deemed to be the equivalent ratings used by Moody’s and S&P in such table,
and (3) the per annum interest rate on the Notes shall increase or decrease, as
the case may be, such that the interest rate per annum equals the Original
Interest Rate plus the appropriate percentage, if any, set forth opposite the
rating from such Substitute Rating Agency in the table above (after giving
effect to the provisions of clause (2) above). For so long as (a) only one
Interest Rate Rating Agency provides a rating on the Notes, any increase or
decrease in the interest rate on the Notes necessitated by a reduction or
increase in the rating by that Interest Rate Rating Agency shall be twice the
applicable percentage set forth in the table above and (b) no Interest Rate
Rating Agency provides a rating on the Notes, the per annum interest rate on the
Notes will equal the Original Interest Rate plus 2.00%. If Moody’s or S&P
shall cease to rate the Notes or make a rating of the Notes publicly available
for reasons within the Issuer’s control, the Issuer shall not be entitled to
obtain a rating from a Substitute Rating Agency and the increase or decrease in
the per annum interest rate on the Notes shall be determined in the manner
described above as if either only one or no Rating Agency provides a rating on
the Notes, as the case may be.
Each
adjustment required by any decrease or increase in a rating set forth above,
whether occasioned by the action of Moody’s, S&P or any Substitute Rating
Agency, shall be made independent of (and in addition to) any and all other
adjustments. In no event shall (1) the per annum interest rate on the Notes be
reduced below the Original Interest Rate or (2) the per annum interest rate on
the Notes exceed the Original Interest Rate plus 2.00%.
Any
interest rate increase or decrease described in this Section 6 shall take effect
on the next Business Day after the rating change has occurred.
The
interest rates on the Notes will permanently cease to be subject to any
adjustment described above (notwithstanding any subsequent decrease in the
ratings by any Rating Agency) if the Notes become rated “Baa1” (or its
equivalent) or higher by Moody’s (or any Substitute Rating Agency) and “BBB+”
(or its equivalent) or higher by S&P (or any Substitute Rating Agency), or
one of those ratings if the Notes are rated by only one Interest Rate Rating
Agency, in each case with a stable or positive outlook.
7. Redemption.
The Issuer
may redeem the Notes in whole or in part, at its option, at any time or from
time to time prior to maturity on at least 30 days’, but not more than 60 days’,
prior notice mailed to the registered address of each Holder of the Notes (the
“Redemption
Date”). The redemption price will be equal to the greater
of:
(i) 100%
of the principal amount of the Notes to be redeemed; or
(ii) the
sum of the present values of the Remaining Scheduled Payments discounted to the
Redemption Date, on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months), at a rate equal to the sum of the Treasury
Rate plus 50 basis points,
plus, in
each case, accrued interest thereon to the Redemption Date.
Notwithstanding
the foregoing, installments of interest on Notes that are due and payable on
interest payment dates falling on or prior to a Redemption Date will be payable
on the interest payment date to the registered Holders as of the close of
business on the relevant record date according to the Notes and the
Indenture.
“Treasury Rate” means, with
respect to any Redemption Date, the rate per annum equal to the semi-annual
equivalent yield to maturity or interpolation (on a day count basis) of the
interpolated Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
“Comparable Treasury Issue”
means the United States Treasury security or securities selected by an
Independent Investment Banker as having an actual or interpolated maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of a comparable
maturity to the remaining term of such Notes.
“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) the average of the
Reference Treasury Dealer Quotations for such Redemption Date after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or
(2) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such quotations.
“Independent Investment Banker”
means one of the Reference Treasury Dealers, appointed by the Trustee after
consultation with the Issuer.
“Reference Treasury Dealer”
means Banc of America Securities LLC, J.P. Morgan Securities Inc. or one other
Primary Treasury Dealer selected by Wachovia Capital Markets, LLC and their
respective affiliates, and their respective successors and one other nationally
recognized investment banking firm that is a primary U.S. government securities
dealer in the City of New York (a “Primary Treasury Dealer”) as
selected by the Issuer. If any of the foregoing or their affiliates
shall cease to be a Primary Treasury Dealer, the Issuer shall substitute
therefor another Primary Treasury Dealer.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Trustee, of the bid and ask
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such Redemption Date.
“Remaining Scheduled Payments”
means, with respect to each Note to be redeemed, the remaining scheduled
payments of principal of and interest on the Note that would be due after the
related Redemption Date but for the redemption. If that Redemption
Date is not an Interest Payment Date with respect to a Note, the amount of the
next succeeding scheduled interest payment on the Note will be reduced by the
amount of interest accrued on the Note to the Redemption Date.
On and
after the Redemption Date, interest will cease to accrue on the Notes or any
portion of the Notes called for redemption, unless the Issuer defaults in the
payment of the redemption price and accrued interest. On or before
the Redemption Date, the Issuer will deposit with a paying agent or the Trustee
money sufficient to pay the redemption price of, and accrued interest on, the
Notes to be redeemed on that date.
No Notes
of a principal amount of $2,000 or less shall be redeemed in
part. Notice of redemption will be mailed by first-class mail at
least 30 but not more than 60 days before the Redemption Date to each Holder of
Notes to be redeemed at its registered address. If any Note is to be
redeemed in part only, the notice of redemption that relates to such Note shall
state the portion of the principal amount thereof to be redeemed. A
new Note in principal amount equal to the unredeemed portion thereof will be
issued in the name of the Holder thereof upon cancellation of the original
Note. On and after the Redemption Date, interest will cease to accrue
on Notes or portions thereof called for redemption as long as the Issuer has
deposited with the paying agent funds in satisfaction of the applicable
redemption price.
Notice of
any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of the Notes to be
redeemed. Unless the Issuer defaults in payment of the redemption price, on and
after the Redemption Date, interest will cease to accrue on the Notes or
portions thereof called for redemption. If less than all of the Notes are to be
redeemed, selection of the Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed; or, if the Notes are not so listed, on a
pro rata basis, by lot
or by such method as the Trustee shall deem fair and appropriate.
8. Offer to
Repurchase Upon Change of Control
Upon the
occurrence of a Change of Control Triggering Event with respect to the Notes, unless the
Issuer shall have exercised its right pursuant to Section 7 hereof to redeem the Notes, each Holder of Notes
shall have the right to require the Issuer to repurchase all or, at the Holder’s
option, any part (equal to $2,000 and any multiple of $1,000 in excess thereof),
of such Holder’s Notes (a “Change of Control Offer”) at a
repurchase price in cash equal to 101% of the aggregate principal amount of the
Notes repurchased plus accrued and unpaid interest, if any, on the Notes to be
repurchased, to, but excluding, the repurchase date (the “Change of Control
Payment”).
Within 30
days following any Change of Control Triggering Event, the Issuer shall cause a
notice to be mailed to Holders of the Notes, with a copy to the Trustee,
describing the transaction or transactions that constitute the Change of Control
Triggering Event and offering to repurchase the Notes on the date specified in
the notice, which date shall be no earlier than 30 days and no later than 60
days from the date such notice is mailed (the “Change of Control Payment
Date”), pursuant to the procedures required by the Indenture and
described in such notice. The Issuer shall comply with the requirements of
applicable securities laws and regulations in connection with the repurchase of
the Notes as a result of a Change of Control Triggering Event.
On the
Change of Control Payment Date, the Issuer shall, to the extent
lawful:
(i)
accept for
payment all Notes or portions of Notes properly tendered pursuant to the Change
of Control Offer;
(ii)
deposit
with the paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and
(iii)
deliver or
cause to be delivered to the Trustee the Notes properly accepted together with
an Officer’s Certificate stating the aggregate principal amount of Notes or
portions of Notes being purchased by the Issuer.
The paying
agent shall promptly mail, to each Holder who properly tendered Notes, the
repurchase price for such Notes, and the Trustee shall promptly authenticate and
mail (or cause to be transferred by book entry) to each such Holder a new Note
equal in principal amount to any unpurchased portion of the Notes surrendered,
if any; provided that each new Note will be in a principal amount of $2,000 or a
multiple of $1,000 in excess thereof.
The Issuer
shall not be required to make a Change of Control Offer upon a Change of Control
Triggering Event if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the
requirements
set forth in the Indenture applicable to a Change of Control Offer made by the
Issuer and purchases all Notes properly tendered and not withdrawn under such
Change of Control Offer. In the event that such third party terminates or
defaults its Change of Control Offer, the Issuer shall be required to make a
Change of Control Offer treating the date of such terminating or default as
though it were the date of the Change of Control Triggering Event.
The Issuer
shall comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations to the extent such laws and regulations
are applicable in connection with the repurchase of Notes as a result of a
Change of Control Triggering Event. To the extent that the provision of any such
securities laws or regulations conflicts with this Section 8, the Issuer shall
comply with those securities laws and regulations and shall not be deemed to
have breached its obligations under this Section 8 by virtue of any such
conflict.
For
purposes of this Section 8, the following terms will be applicable:
“Change of Control” means the occurrence of any
one of the following: (1) the direct or indirect sale, lease, transfer,
conveyance or other disposition (other than by way of merger, amalgamation,
arrangement or consolidation), in one or a series of related transactions, of
all or substantially all of the Issuer’s properties or assets and those of its
subsidiaries, taken as a whole, to one or more persons, other than to the Issuer
or one of its subsidiaries; (2) the first day on which a majority of the members
of the Board of Directors is not composed of Continuing Directors; (3) the
consummation of any transaction including, without limitation, any merger,
amalgamation, arrangement or consolidation the result of which is that any
person becomes the beneficial owner, directly or indirectly, of more than 50% of
the Issuer’s Voting Stock; (4) the Issuer consolidates with, or merge with or
into, any person, or any person consolidates with, or merges with or into, the
Issuer, in any such event pursuant to a transaction in which any of the
outstanding Voting Stock of the Issuer or of such other person is converted into
or exchanged for cash, securities or other property, other than any such
transaction where the shares of the Issuer’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the Voting Stock of the surviving person
immediately after giving effect to such transaction; or (5) the adoption of a
plan relating to our liquidation or dissolution. For the purposes of
this definition, “person” and “beneficial owner” have the meanings used in
Section 13(d) of the Exchange Act.
“Change of Control Triggering
Event” means the
Notes cease to be rated Investment Grade by both Rating Agencies on any date
during the period (the “Trigger Period”) commencing 60 days prior to the first
public announcement of the Change of Control or the Issuer’s intention to effect
a Change of Control and ending 60 days following consummation of such Change of
Control, which Trigger Period will be extended following consummation of a
Change of Control for so long as any of the Rating Agencies has publicly
announced that it is
considering
a possible ratings change. Unless at least one Rating Agency is
providing a rating for the Notes at the commencement of any Trigger Period, the
Notes will be deemed to have ceased to be rated Investment Grade during that
Trigger Period. Notwithstanding the foregoing, no Change of Control
Triggering Event will be deemed to have occurred in connection with any
particular Change of Control unless and until such Change of Control has
actually been consummated.
“Continuing Directors” means, as of any date of
determination, any member of the Board of Directors who (1) was a member of the
Board of Directors on the Issue Date; or (2) was nominated for election, elected
or appointed to the Board of Directors with the approval of a majority of the
Continuing Directors who were members of the Board of Directors at the time of
such nomination, election or appointment (either by a specific vote or by
approval by such directors of the Issuer’s proxy statement in which such member
was named as a nominee for election as a director.)
“Investment Grade” means a
rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or
the equivalent) by S&P, and the equivalent investment grade credit rating
from any replacement Rating Agency or Rating Agencies selected by the
Issuer.
“Moody’s” means Moody’s
Investors Service, Inc., a subsidiary of Moody’s Corporation, and it
successors.
“Rating Agencies” means (a)
each of Moody’s and S&P; and (b) if any of the Rating Agencies ceases to
provide rating services to issuers or investors, and no Change of Control
Triggering Event has occurred or is occurring, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act that is selected by the Issuer (as certified by a
resolution of the Board of Directors) as a replacement for Moody’s or S&P,
or both of them, as the case may be, and that is reasonably acceptable to the
Trustee.
“S&P” means Standard &
Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its
successors.
“Voting Stock” of any specified person as
of any date means the capital stock of such person that is at the time entitled
to vote generally in the election of the board of directors of such
person.
9. Defaults
and Remedies.
If an
Event of Default (other than certain bankruptcy Events of Default with respect
to the Issuer) under the Indenture occurs with respect to the Notes and is
continuing, then the Trustee may and, at the direction of the Holders of at
least 25%
in principal amount of all series of Outstanding Securities (including the
Notes) under the Indenture that are affected by such Event of Default (voting
together as a single class), shall by written notice, require the Issuer to
repay immediately the entire principal amount of the Outstanding Notes, together
with all accrued and unpaid interest and premium, if any. If a bankruptcy Event
of Default with respect to the Issuer occurs and is continuing, then the entire
principal amount of the Outstanding Notes will automatically become due
immediately and payable without any declaration or other act on the part of the
Trustee or any Holder. Holders of Notes may not enforce the Indenture
or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
as it reasonably requires. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Outstanding Securities (including the Notes) affected (voting
together as a single class) to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Notes notice of
certain continuing defaults or Events of Default if it determines that
withholding notice is in their interest.
10. Authentication.
This Note
shall not be valid until the Trustee manually signs the certificate of
authentication on this Note.
11. Abbreviations
and Defined Terms.
Customary
abbreviations may be used in the name of a Holder of a Note or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
12. CUSIP
Numbers.
Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Issuer has caused CUSIP numbers to be printed on
the Notes as a convenience to the Holders of the Notes. No
representation is made as to the accuracy of such numbers as printed on the
Notes and reliance may be placed only on the other identification numbers
printed hereon.
13. Governing
Law.
The laws
of the State of New York shall govern the Indenture and this Note
thereof.
ASSIGNMENT
FORM
To assign
this Note, fill in the form below:
I or we
assign and transfer this Note to
(Print or
type assignee’s name, address and zip code)
(Insert
assignee’s soc. sec. or tax I.D. No.)
and
irrevocably appoint
agent to transfer this Note on the books of the Issuer. The agent may
substitute another to act for him.
|
Date:
|
Your
Signature:
|
|||
Sign
exactly as your name appears on the other side of this Note.
|
Signature
|
||
|
Signature
Guarantee:
|
||
|
Signature
must be guaranteed
|
Signature
|
Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Registrar in addition
to, or in substitution for, STAMP, all in accordance with the United States
Securities Exchange Act of 1934, as amended.
SCHEDULE
OF EXCHANGES OF NOTES
The
following exchanges of a part of this Global Note for Physical Notes or a part
of another Global Note have been made:
|
Date
of Exchange
|
Amount
of decrease
in
principal amount
of
this Global Note
|
Amount
of increase
in
principal amount
of
this Global Note
|
Principal
amount of
this
Global Note
following
such
decrease
(or
increase)
|
Signature
of
authorized
officer of
Trustee
|
||||
REPURCHASE
EXERCISE NOTICE UPON A CHANGE OF CONTROL
To: Roper
Industries, Inc.
The
undersigned registered owner of this Security hereby acknowledges receipt of a
notice from Roper Industries, Inc. (the “Issuer”) as to the occurrence
of a Change of Control Triggering Event with respect to the Issuer and hereby
directs the Issuer to pay, or cause the Trustee to pay,
an amount in cash equal to 101% of the aggregate principal amount of the Notes,
or the portion thereof (which is $2,000 principal amount or a multiple of $1,000
in excess thereof) below designated, to be repurchased plus interest accrued to,
but excluding, the repurchase date, except as provided in the
Indenture.
Dated:
_____________________
Signature
_____________________________________
Principal amount to be
repurchased (at least $2,000 or a multiple of $1,000 in excess thereof):
___________________________
Remaining principal amount
following such repurchase: ___________________________
By:
__________________________________
Authorized
Signatory
Exhibits
5.01 and 23.02
[Davis
Polk & Wardwell Letterhead]
August 4,
2008
Roper
Industries, Inc.
6901
Professional Parkway East
Suite
200
Sarasota,
Florida 34240
Ladies and
Gentlemen:
We have
acted as special counsel for Roper Industries, Inc., a Delaware corporation (the
“Company”), in
connection with the Company’s offering of $500,000,000 principal amount of its
6.625% Notes due 2013 (the “Notes”) in an underwritten
public offering pursuant to an underwriting agreement dated July 29, 2008
(the “Underwriting
Agreement”) between the Company and Banc of America Securities LLC, J.P.
Morgan Securities Inc. and Wachovia Capital Markets, LLC (the “Representatives”), as
representatives of the several underwriters listed in Schedule 1 thereto (the
“Underwriters”). The
Notes are to be issued pursuant to an Indenture dated as of August 4, 2008
(the “Indenture”) by and
between the Company and Wells Fargo Bank, N.A. (the “Trustee”), and an Officer’s
Certificate issued pursuant thereto on August 4, 2008.
We, as
your counsel, have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary for the purposes of rendering this opinion.
On the
basis of the foregoing, we advise you that, in our opinion, the Notes have been
duly authorized in accordance with the Indenture, and, when executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters in accordance with the terms of the
Underwriting Agreement, will constitute valid and binding obligations of the
Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally,
concepts of reasonableness and equitable principles of general applicability,
provided that we express no opinion as to the validity, legally binding effect
or enforceability of any provision that permits holders to collect any portion
of stated principal amount upon acceleration of the Notes to the extent
determined to constitute unearned interest.
We are
members of the Bars of the States of New York and California and the foregoing
opinion is limited to the laws of the State of New York and the General
Corporation Law of the State of Delaware (including the statutory provisions,
all applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting the foregoing).
|
Roper
Industries, Inc.
|
2
|
August
4, 2008
|
We hereby
consent to the filing of this opinion as an exhibit to a report on Form 8-K to
be filed by the Company on the date hereof. In giving this consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
This
opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without our prior written
consent.