Fortive Corporation Closes Offering of 5.00% Mandatory Convertible Preferred Stock, Including Exercise of Over-Allotment Option by Underwriters

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EVERETT, Wash.--(BUSINESS WIRE)-- Fortive Corporation (“Fortive”) (NYSE: FTV) announced today the closing of its underwritten public offering of 1,380,000 shares, or $1.38 billion aggregate liquidation preference, of its 5.00% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share (“mandatory convertible preferred stock”). The shares of mandatory convertible preferred stock sold in the offering include 180,000 shares (“option shares”), or $180.0 million aggregate liquidation preference, issued upon the exercise in full of the underwriters’ over-allotment option.

The net proceeds from the sale of the shares of the mandatory convertible preferred stock, including the option shares, are approximately $1.34 billion, after deducting the underwriting discounts and commissions and estimated offering costs payable by Fortive.

Morgan Stanley & Co. LLC, UBS Investment Bank and BofA Merrill Lynch acted as joint book-running managers for the offering. In addition, Barclays, Citigroup, Goldman Sachs & Co. LLC and US Bancorp also acted as joint book-running managers for the offering.

The prospectus and the final prospectus supplement related to the offering and the other documents that Fortive has filed with the SEC that are incorporated by reference in the final prospectus supplement and the prospectus provide more complete information about Fortive and the offering. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the prospectus and final prospectus supplement relating to the offering may be obtained from the Morgan Stanley Prospectus Department at Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or from the UBS Investment Bank Prospectus Department at UBS Investment Bank, Attn: UBS Prospectus Dept., 1285 Avenue of the Americas 25th Floor, New York, NY 10019 or by calling toll-free 888-827-7275 or from the BofA Merrill Lynch Prospectus Department at BofA Merrill Lynch, Attn: Prospectus Department, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001 or dg.prospectus_requests@baml.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares of mandatory convertible preferred stock, nor shall there be any offer, solicitation or sale of the shares of mandatory convertible preferred stock in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Fortive Corporation
Lisa Curran, 425-446-5000
Vice President, Investor Relations
6920 Seaway Boulevard
Everett, WA 98203

Source: Fortive Corporation

Released June 29, 2018