EVERETT, Wash.--(BUSINESS WIRE)--Fortive Corporation (“Fortive”) (NYSE: FTV) today announced that it has
priced its private offering of $1.25 billion in aggregate principal
amount of its Convertible Senior Notes due 2022. The notes will be sold
to “qualified institutional buyers” pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). In addition,
Fortive has granted the initial purchasers of the notes an option,
exercisable within a 30-day period, to purchase up to an additional
$187.5 million in aggregate principal amount of notes on the same terms
and conditions. The sale of the notes is expected to close on February
22, 2019, subject to customary closing conditions.
The notes will be senior unsecured obligations of Fortive and will
mature on February 15, 2022, unless earlier repurchased or converted in
accordance with their terms prior to such date. The notes will bear
interest at a rate of 0.875% per year, payable semiannually in arrears
on February 15 and August 15 of each year, beginning on August 15, 2019.
The notes will be convertible prior to November 15, 2021 only upon the
occurrence of certain events and will be convertible thereafter at any
time until the close of business on the business day immediately
preceding the maturity date regardless of these events, in either case,
into cash, shares of Fortive’s common stock or a combination of cash and
shares of Fortive’s common stock at Fortive’s option. The conversion
rate will initially be 9.3777 shares of Fortive’s common stock per
$1,000 principal amount of notes, which is equivalent to an initial
conversion price of approximately $106.64 per share of Fortive’s common
stock, subject to adjustment for certain events. The initial conversion
price represents a premium of approximately 32.5% to the $80.48 per
share closing price of Fortive’s common stock on February 19, 2019.
Fortive may cause the notes to be fully and unconditionally guaranteed,
jointly and severally, on a senior unsecured basis by certain
wholly-owned domestic subsidiaries, with effect from the closing, which
is expected to improve transaction efficiency.
Fortive intends to use the net proceeds of this offering to fund a
portion of the cash consideration payable for, and certain costs
associated with, Fortive’s previously announced, pending acquisition of
the Advanced Sterilization Products business (“ASP”) from Ethicon, Inc.,
a subsidiary of Johnson & Johnson. Completion of this offering is not
contingent upon consummation of the ASP acquisition. If the acquisition
of ASP is not completed, Fortive will use the net proceeds of this
offering for working capital and other general corporate purposes, which
may include, without limitation, the funding of potential future
acquisitions, capital expenditures, investments in or loans to Fortive’s
subsidiaries, refinancing of outstanding indebtedness, share
repurchases, dividends and satisfaction of other obligations.
This press release is neither an offer to sell nor a solicitation of an
offer to buy any of these securities (including the shares of Fortive’s
common stock, if any, issuable upon conversion of the notes). Any offer
of notes will be made only by means of a private offering memorandum.
The notes and any common stock issuable upon conversion of the notes
have not been and will not be registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.
FORWARD-LOOKING STATEMENTS
The release contains information about future expectations, plans and
prospects of Fortive’s management that constitute forward-looking
statements for purposes of the safe harbor provisions under The Private
Securities Litigation Reform Act of 1995, including statements with
respect to Fortive’s expectations to complete the proposed offering of
the notes and its use of proceeds from the offering. There can be no
assurance that Fortive will be able to complete the proposed notes
offering on the anticipated terms, or at all. Actual results may differ
materially from those indicated by these forward-looking statements as a
result of various important factors including, but not limited to, the
terms of the notes and the offering, risks and uncertainties related to
whether or not Fortive will consummate the offering, the impact of
general economic, industry, market or political conditions and other
factors that are discussed in Fortive’s SEC filings, including its
Annual Report on Form 10-K for the year ended December 31, 2017, its
Quarterly Reports on Form 10-Q for the quarters ended March 30, 2018,
June 29, 2018 and September 28, 2018 and other documents periodically
filed with the SEC. 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.
ABOUT FORTIVE
Fortive is a diversified industrial growth company comprised of
Professional Instrumentation and Industrial Technologies businesses that
are recognized leaders in attractive markets. Fortive’s well-known
brands hold leading positions in field instrumentation, transportation,
sensing, product realization and franchise distribution. Fortive is
headquartered in Everett, Washington and employs a team of more than
24,000 research and development, manufacturing, sales, distribution,
service, and administrative employees in more than 50 countries around
the world. With a culture rooted in continuous improvement, the core of
our company’s operating model is the Fortive Business System. For more
information please visit: www.fortive.com.
Griffin Whitney
Vice President, Investor Relations
Fortive Corporation
6920 Seaway Boulevard
Everett, WA 98203
Telephone: (425) 446-5000