EVERETT, Wash.--(BUSINESS WIRE)--Fortive Corporation (“Fortive”) (NYSE: FTV) today announced that it
proposes to offer, subject to market factors and other conditions, $1.25
billion in aggregate principal amount of its Convertible Senior Notes
due 2022. The notes are to be offered and sold to “qualified
institutional buyers” pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”). In addition, Fortive will grant
the initial purchasers 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. Upon conversion of the
notes, holders of the notes will receive cash, shares of Fortive’s
common stock, or a combination of cash and shares of Fortive’s common
stock at Fortive’s option. Interest on the notes will be payable
semi-annually in arrears on February 15 and August 15 of each year,
beginning on August 15, 2019. The notes will mature on February 15,
2022, unless earlier repurchased or converted in accordance with their
terms prior to such date. The interest rate, initial conversion rate,
offering price and other terms will be determined at the time of pricing
the offering. The notes will be senior unsecured obligations of Fortive.
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, automation and specialty, and franchise
distribution. Fortive is headquartered in Everett, Washington and
employs a team of more than 22,000 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