EVERETT, Wash.--(BUSINESS WIRE)--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 email@example.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.
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.