Long-Term Debt

On September 23, 2016, Roper entered into a five-year $2.5 billion unsecured credit facility (the “2016 Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders, which replaced its previous $1.85 billion unsecured credit facility dated as of July 27, 2012, as amended as of October 28, 2015 (the “2012 Facility”). The 2016 Facility comprises a five year $2.5 billion revolving credit facility, which includes availability of up to $150 for letters of credit. Roper may also, subject to compliance with specified conditions, request term loans or additional revolving credit commitments in an aggregate amount not to exceed $500. At December 31, 2018, there were $865 of outstanding borrowings under the 2016 Facility.

The 2016 Facility contains affirmative and negative covenants which, among other things, limit Roper’s ability to incur new debt, enter into certain mergers and acquisitions, sell assets and grant liens, make restricted payments (including the payment of dividends on our common stock) and capital expenditures, or change its line of business. Roper is also subject to financial covenants which require the Company to limit its consolidated total leverage ratio and to maintain a consolidated interest coverage ratio. The most restrictive covenant is the consolidated total leverage ratio which is limited to 3.5 to 1.

On December 2, 2016, Roper amended the 2016 Facility to allow the consolidated total leverage ratio be increased, no more than twice during the term of the 2016 Facility, to 4.0 to 1 for a consecutive four quarter fiscal period per increase (or, for any portion of such four quarter fiscal period in which the maximum would be 4.25 to 1 pursuant to the 2016 facility amendment, 4.25 to 1). In conjunction with the Deltek acquisition (see Note 2), the Company increased the maximum consolidated total leverage ratio covenant to 4.25 to 1 through June 30, 2017 and 4.00 to 1 through December 31, 2017.

The Company was in compliance with its debt covenants throughout the years ended December 31, 2018 and 2017.

On August 28, 2018, the Company completed a public offering of $700 aggregate principal amount of 3.65% senior unsecured notes due September 15, 2023 and $800 aggregate principal amount of 4.20% senior unsecured notes due September 15, 2028 (the “2018 Offering”). The notes bear interest at a fixed rate of 3.65% and 4.20% per year, respectively, payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2019.

On December 19, 2016, the Company completed a public offering of $500 aggregate principal amount of 2.80% senior unsecured notes due December 15, 2021 and $700 aggregate principal amount of 3.80% senior unsecured notes due December 15, 2026. The notes bear interest at a fixed rate of 2.80% and 3.80% per year, respectively, payable semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2017.

On December 7, 2015, the Company completed a public offering of $600 aggregate principal amount of 3.00% senior unsecured notes due December 15, 2020 and $300 aggregate principal amount of 3.85% senior unsecured notes due December 15, 2025. The notes bear interest at a fixed rate of 3.00% and 3.85% per year, respectively, payable semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2016.

On June 6, 2013, the Company completed a public offering of $800 aggregate principal amount of 2.05% senior unsecured notes due October 1, 2018. The notes bear interest at a fixed rate of 2.05% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning October 1, 2013.

On November 21, 2012, the Company completed a public offering of $500 aggregate principal amount of 3.125% senior unsecured notes due November 15, 2022. The notes bear interest at a fixed rate of 3.125% per year, payable semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2013.

In September 2009, the Company completed a public offering of $500 aggregate principal amount of 6.25% senior unsecured notes due September 1, 2019 (the “2019 Notes”). The 2019 Notes bear interest at a fixed rate of 6.25% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2010.

On October 1, 2018, $800 of 2.05% senior unsecured notes matured and were repaid using cash on hand and revolver borrowings from the 2016 Facility.

A portion of the net proceeds of the 2018 Offering were used to redeem all of the $500 of outstanding 2019 Notes. The Company incurred a debt extinguishment charge in connection with the redemption of the 2019 Notes of $15.9, which represents the make-whole premium and unamortized deferred financing costs.

Roper may redeem some or all of these notes at any time or from time to time, at 100% of their principal amount, plus a make-whole premium based on a spread to U.S. Treasury securities.

The Company’s senior notes are unsecured senior obligations of the Company and rank equally in right of payment with all of Roper’s existing and future unsecured and unsubordinated indebtedness. The notes are effectively subordinated to any of its existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes are not guaranteed by any of Roper’s subsidiaries and are effectively subordinated to all existing and future indebtedness and other liabilities of Roper’s subsidiaries.

Total debt at December 31 consisted of the following:



	2018			2017
2016 Facility	$	865.0		$	1,270.0
$800 2.050% senior notes due 2018	—			800.0
$500 6.250% senior notes due 2019	—			500.0
$600 3.000% senior notes due 2020	600.0			600.0
$500 2.800% senior notes due 2021	500.0			500.0
$500 3.125% senior notes due 2022	500.0			500.0
$700 3.650% senior notes due 2023	700.0			—
$300 3.850% senior notes due 2025	300.0			300.0
$700 3.800% senior notes due 2026	700.0			700.0
$800 4.200% senior notes due 2028	800.0			—
Other	3.0			3.1
Less unamortized debt issuance costs	(26.3		)	(17.6		)
Total debt	4,941.7			5,155.5
Less current portion	1.5			800.9
Long-term debt	$	4,940.2		$	4,354.6

The 2016 Facility and Roper’s $4.1 billion senior notes provide substantially all of Roper’s daily external financing requirements. The interest rate on the borrowings under the 2016 Facility is calculated based upon various recognized indices plus a margin as defined in the credit agreement. At December 31, 2018, Roper’s fixed debt consisted of $4.1 billion of senior notes, $3.0 of other debt in the form of capital leases, several smaller facilities that allow for borrowings or the issuance of letters of credit in foreign locations to support Roper’s non-U.S. businesses and $78.7 of outstanding letters of credit at December 31, 2018.

Future maturities of total debt during each of the next five years ending December 31 and thereafter were as follows:



2019	$	1.5
2020	601.5
2021	1,365.0
2022	500.0
2023	700.0
Thereafter	1,800.0
Total	$	4,968.0