Fortive Corporation (“Fortive”) (NYSE: FTV) announced that it has
commenced an underwritten public offering of 1,000,000 shares, or $1.0
billion aggregate liquidation preference, of its Mandatory Convertible
Preferred Stock, Series A, par value $0.01 per share (“mandatory
convertible preferred stock”). Fortive also intends to grant the
underwriters an option for a period of 30 days to purchase up to an
additional 150,000 shares, or $150 million aggregate liquidation
preference, of the mandatory convertible preferred stock, solely to
cover over-allotments. All of the shares in the offering are to be sold
by Fortive.
Fortive intends to use the net proceeds from this offering to fund its
acquisition activities, including acquisitions, if any, that may be
consummated in 2018 or the acquisition of Johnson & Johnson’s
sterilization solutions business used in the fields of low-temperature
terminal sterilization and high-level disinfection. Completion of this
offering is not contingent upon consummation of any acquisition. Fortive
may also use the net proceeds for general corporate purposes, including
repayment of debt, working capital and capital expenditures.
Unless converted earlier at the option of the holder, each share of
mandatory convertible preferred stock will automatically convert into a
variable number of shares of Fortive’s common stock on or around July 1,
2021. The conversion rates, dividend rate and other terms of the
mandatory convertible preferred stock will be determined at the time of
pricing of the offering.
Morgan Stanley & Co. LLC, UBS Investment Bank and BofA Merrill Lynch are
acting as joint book-running managers for the offering.
The offering is subject to market and other conditions, and there can be
no assurance as to whether or when the offering may be completed or as
to the actual size or terms of the offering.
The offering is being made pursuant to an effective registration
statement on Form S-3 (including a prospectus) filed with the U.S.
Securities and Exchange Commission (the “SEC”). Prospective investors
should read the prospectus forming a part of that registration statement
and the preliminary prospectus supplement related to the offering and
the other documents that Fortive has filed with the SEC for more
complete information about Fortive and this offering. These documents
are available at no charge by visiting EDGAR on the SEC website at
www.sec.gov
.
Alternatively, the prospectus and prospectus supplement relating to the
offering, when available, 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.
Forward-Looking Statements
Statements in this release that are not strictly historical, including
statements regarding the terms of the proposed offering, the timing and
completion of the offering, Fortive’s intended use of proceeds, the ASP
Transaction and any other statements regarding events or developments
that Fortive expects or anticipates will or may occur in the future, are
“forward-looking” statements within the meaning of the federal
securities laws. There are a number of important risks and uncertainties
that could cause actual results, developments and business decisions to
differ materially from those suggested or indicated by such
forward-looking statements and you should not place undue reliance on
any such forward-looking statements. These risks and uncertainties
include, among other things, risks and uncertainties relating to capital
markets conditions and completion of the offering, the ability of the
parties to the ASP Transaction to satisfy the conditions to the
acquisition on a timely basis and such parties’ ability to complete the
acquisition on the anticipated terms and schedule, including the ability
to obtain regulatory approvals. Additional information regarding the
factors that may cause actual results to differ materially from these
forward-looking statements is available in Fortive’s SEC filings,
including its Annual Report on Form 10-K for the year ended December 31,
2017 and its Quarterly Report on Form 10-Q for the quarter ended March
30, 2018. These forward-looking statements speak only as of the date of
this release, and Fortive does not assume any obligation to update or
revise any forward-looking statement, whether as a result of new
information, future events and developments or otherwise.
Fortive Corporation
Lisa Curran, 425-446-5000
Vice President, Investor Relations
6920 Seaway Boulevard
Everett, WA 98203