M&A - Motorola Solutions, Inc.

Form Type: 424B5

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525132855

Filing Summary: Motorola Solutions, Inc. is set to acquire all outstanding equity interests of Silvus Technologies for a total consideration of $4.4 billion. This includes approximately $4.38 billion in cash and about $20 million in restricted stock. The deal also entails potential earnout payments based on Silvus's financial performance, which could reach up to $600 million, payable in company stock. The proceeds from this offering, together with cash on hand and borrowings, will fund the acquisition, related expenses, and general corporate purposes. A condition of the acquisition involves a Special Mandatory Redemption, should the acquisition fail to close by certain deadlines. The notes being issued in this offering will not be subject to such redemption. This acquisition aligns with Motorola's strategy to enhance its technology and service offerings in the public safety and enterprise security sectors.

Form Type: 8-K

Filing Date: 2025-05-27

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525127588

Filing Summary: On May 27, 2025, Motorola Solutions, Inc. entered into a purchase and sale agreement with Silvus Technologies Group LLC and Silvus Technologies Holdings Inc. to acquire all of Silvus's equity interests for approximately $4.4 billion. The total consideration includes approximately $4.38 billion in cash and $20 million in restricted shares of common stock for Silvus's employees. The agreement also includes potential earnout consideration of up to $150 million for financial targets in the period from July 5, 2026 through July 3, 2027, and up to $450 million for the period from July 4, 2027 through July 1, 2028. The acquisition is subject to customary closing conditions, including regulatory approvals and the absence of legal orders prohibiting the deal. The Purchase Agreement outlines the conditions under which either party may terminate the agreement if closing does not occur by November 28, 2025, along with other circumstances allowing for termination. The Company has also secured financing commitments for $2.5 billion in terms of loans to fund the acquisition.