Motorola Solutions Announces Strategic Partnership and $1 Billion Investment by Silver Lake
2015-08-05 11:01:00.283 GMT
Motorola Solutions Announces Strategic Partnership and $1 Billion Investment
by Silver Lake
Partnership Expected to Drive Growth of Global Market Leader in Public Safety
Communications Technology
Business Wire
SCHAUMBURG, Ill. -- August 5, 2015
Motorola Solutions (NYSE:MSI), the leading global provider of innovative
mission-critical communications solutions for public safety and commercial
customers, today announced that Silver Lake, the global leader in technology
investing, will make a $1 billion investment in Motorola Solutions. The
company expects to use the Silver Lake investment to accelerate growth in its
smart public safety solutions and services businesses through new
partnerships, investments and acquisitions.
“Silver Lake has a proven track record of creating value by partnering with
leading technology companies around the world,” said Greg Brown, chairman and
CEO of Motorola Solutions. “This strategic partnership and investment combine
Silver Lake’s expertise in technology products, services and information
solutions with our vision to create safer communities and more successful
businesses. It represents a strong vote of confidence in our company’s
strategy and future growth opportunities.”
Motorola Solutions serves more than 100,000 customers in 100 countries,
including local, state and national public safety agencies as well as
businesses in industries such as utilities, mining and transportation. The
company’s communications technology portfolio includes devices used by
professionals in the field, problem-solving software that drives
effectiveness, mission-critical systems for command centers, network
infrastructure and a range of services.
In connection with Silver Lake’s investment, Egon Durban and Greg Mondre,
managing partners of Silver Lake, will be appointed to Motorola Solutions’
board of directors when the transaction closes, which is expected to occur in
the third quarter of 2015.
“Motorola Solutions is an iconic company and the global market leader in
public safety technology,” said Durban and Mondre. “We believe it is creating
a new era in data-rich public safety communications and has significant
potential for growth. Its core business is unrivaled in the United States and
around the world with a broad and loyal customer base, an outstanding record
of reliability, and growing reach and scale driven by technology innovation.
Greg Brown and his talented management team have a strong record of
performance and corporate transformation that has created exciting new
opportunities to innovate and expand the company’s next-generation software,
smart public safety and service offerings.”
Brown added, “The addition of Egon and Greg will provide our board with
valuable insight and expertise as we grow through new partnerships,
investments and acquisitions. Both have a history of working closely with
management teams to create value by identifying and delivering unique business
opportunities in the technology industry.”
Durban is a managing partner and managing director of Silver Lake, which he
joined in 1999 as a founding principal. He is based in the firm's Menlo Park,
Calif., office and has previously worked in the New York office as well as the
London office, which he launched and managed from 2005 to 2010. Durban serves
on the board of directors of Dell and Intelsat S.A., and is chairman of the
board of directors of WME Entertainment. Durban graduated from Georgetown
University with a bachelor’s degree in finance.
Mondre joined Silver Lake in 1999 and is a managing partner and managing
director based in New York. He currently serves as a director of Avaya, Inc.,
Go Daddy, Inc., Red Ventures, Sabre Holdings and Vantage Data Centers, and is
on the operating committee of SunGard Capital Corp. Mondre graduated from The
Wharton School of the University of Pennsylvania with a bachelor’s degree in
economics.
Motorola Solutions also today announced its intent to repurchase up to $2
billion of stock through a tender offer, reflecting confidence in the future
value of the business while maintaining considerable financial flexibility to
pursue further growth. The company will fund the tender offer with a
combination of existing cash on the company’s balance sheet and a portion of
the proceeds from the $1 billion strategic investment by Silver Lake.
Under the terms of the agreement, Silver Lake is purchasing $1 billion
aggregate principal amount of 2.0 percent convertible senior notes due 2020
with an initial conversion price of $68.50 per share. The initial conversion
price represents a conversion premium of 17.0 percent over the volume-weighted
average price of the company’s common stock sale price of $58.55 per share on
the New York Stock Exchange during the 30 trading days ended Aug. 4, 2015.
Additional information may be found in the Form 8-K that will be filed today
with the U.S. Securities and Exchange Commission.
Goldman, Sachs & Co and J.P. Morgan acted as financial advisors to Motorola
Solutions, and Wachtell, Lipton, Rosen & Katz served as Motorola Solutions’
legal advisor in the transaction.
DBO Partners served as financial advisors to Silver Lake, and Simpson Thacher
& Bartlett acted as Silver Lake’s legal advisor.
About Motorola Solutions
Motorola Solutions (NYSE: MSI) creates innovative, mission-critical
communication solutions and services that help public safety and commercial
customers build safer cities and thriving communities. For ongoing news, visit
www.motorolasolutions.com/newsroom or subscribe to a news feed.
About Silver Lake
Silver Lake is the global leader in technology investing, with over $26
billion in combined assets under management and committed capital. The firm’s
portfolio of investments collectively generates more than $85 billion of
revenue annually and employs more than 170,000 people globally. Silver Lake
has a team of approximately 100 investment and value creation professionals
located in New York, Menlo Park, San Mateo, London, Hong Kong and Tokyo. The
firm’s current portfolio includes leading technology and technology-enabled
businesses such as Alibaba Group, Avago, Avaya, Dell, Global Blue, Go Daddy,
Hillstone Networks, Intelsat, Interactive Data Corporation, Qunar, Quorum
Business Solutions, Red Ventures, Sabre, SMART Modular, SunGard, Vantage Data
Centers, Virtu Financial and WME/IMG. For more information about Silver Lake
and its entire portfolio, please visit www.silverlake.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of
applicable federal securities law, and generally include words such as
“believes,” “expects,” “intends,” “anticipates,” “estimates” and similar
expressions. The company can give no assurance that any actual or future
results or events discussed in these statements will be achieved. Any
forward-looking statements represent the company’s views only as of today and
should not be relied upon as representing the company’s views as of any
subsequent date. Readers are cautioned that such forward-looking statements
are subject to a variety of risks and uncertainties that could cause the
company’s actual results to differ materially from the statements contained in
this release. Such forward-looking statements include, but are not limited to
statements relating to the investment by Silver Lake and the use of proceeds
and benefits thereof and the intent to commence a tender offer. Motorola
Solutions cautions the reader that the risk factors below, as well as those on
pages 9 through 20 in Item 1A of Motorola Solutions, Inc.'s 2014 Annual Report
on Form 10-K and in its other SEC filings available for free on the SEC’s
website at www.sec.gov and on Motorola Solutions’ website at
www.motorolasolutions.com, could cause Motorola Solutions’ actual results to
differ materially from those estimated or predicted in the forward-looking
statements. Many of these risks and uncertainties cannot be controlled by
Motorola Solutions and factors that may impact forward-looking statements
include, but are not limited to: (1) the economic outlook for the government
communications industry; (2) the impact of foreign currency fluctuations on
the company; (3) the level of demand for the company's products; (4) the
company's ability to introduce new products and technologies in a timely
manner; (5) negative impact on the company's business from global economic and
political conditions, which may include: (i) continued deferment or
cancellation of purchase orders by customers; (ii) the inability of customers
to obtain financing for purchases of the company's products; (iii) increased
demand to provide vendor financing to customers; (iv) increased financial
pressures on third-party dealers, distributors and retailers; (v) the
viability of the company's suppliers that may no longer have access to
necessary financing; (vi) counterparty failures negatively impacting the
company’s financial position; (vii) changes in the value of investments held
by the company's pension plan and other defined benefit plans, which could
impact future required or voluntary pension contributions; and (viii) the
company’s ability to access the capital markets on acceptable terms and
conditions; (6) the impact of a security breach or other significant
disruption in the company’s IT systems, those of its partners or suppliers or
those the company sells to or operates or maintains for its customers; (7) the
outcome of ongoing and future tax matters; (8) the company's ability to
purchase sufficient materials, parts and components to meet customer demand,
particularly in light of global economic conditions and reductions in the
company’s purchasing power; (9) risks related to dependence on certain key
suppliers, subcontractors, third-party distributors and other representatives;
(10) the impact on the company's performance and financial results from
strategic acquisitions or divestitures; (11) risks related to the company's
manufacturing and business operations in foreign countries; (12) the
creditworthiness of the company's customers and distributors, particularly
purchasers of large infrastructure systems; (13) exposure under large systems
and managed services contracts, including risks related to the fact that
certain customers require that the company build, own and operate their
systems, often over a multi-year period; (14) the ownership of certain logos,
trademarks, trade names and service marks including “MOTOROLA” by Motorola
Mobility Holdings, Inc.; (15) variability in income received from licensing
the company's intellectual property to others, as well as expenses incurred
when the company licenses intellectual property from others; (16) unexpected
liabilities or expenses, including unfavorable outcomes to any pending or
future litigation or regulatory or similar proceedings; (17) the impact of the
percentage of cash and cash equivalents held outside of the United States;
(18) the ability of the company to pay future dividends due to possible
adverse market conditions or adverse impacts on the company’s cash flow; (19)
the ability of the company to repurchase shares under its repurchase program
due to possible adverse market conditions or adverse impacts on the company’s
cash flow; (20) the impact of changes in governmental policies, laws or
regulations; (21) negative consequences from the company's outsourcing of
various activities, including certain business operations, information
technology and administrative functions; (22) the impact of the sale of the
company’s enterprise legacy information systems, including components of the
enterprise resource planning (ERP) system and the implementation of a new ERP
system; (23) the satisfaction of the conditions to closing the investment by
Silver Lake; and (24) the ability of Motorola Solutions to commence and
complete the intended tender offer for its shares, including the amount of
such tender offer. Motorola Solutions undertakes no obligation to publicly
update any forward-looking statement or risk factor, whether as a result of
new information, future events or otherwise.
Additional Information for Investors
This communication is for informational purposes only, is not a recommendation
to buy or sell Motorola Solutions common stock, and does not constitute an
offer to buy or the solicitation to sell shares of Motorola Solutions common
stock. The tender offer described in this communication has not yet commenced,
and there can be no assurances that Motorola Solutions will commence the
tender offer on the terms described in this communication or at all. The
tender offer will be made only pursuant to the Offer to Purchase, Letter of
Transmittal and related materials that Motorola Solutions expects to file with
the Securities and Exchange Commission upon commencement of the tender offer.
STOCKHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS
TO, THE TENDER OFFER, THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR SHARES. Once the tender offer is commenced,
stockholders will be able to obtain a free copy of the tender offer statement
on Schedule TO, the Offer to Purchase, Letter of Transmittal and other
documents that Motorola Solutions will be filing with the Securities and
Exchange Commission at the Commission’s website at www.sec.gov. Additional
copies of these materials may be obtained for free by contacting Motorola
Solutions at 1303 E. Algonquin Road, Schaumburg, Illinois, 60196, Attn:
Investor Relations, or Alliance Advisors, LLC, the information agent for the
tender offer, at (855) 737-3180.
View source version on businesswire.com:
http://www.businesswire.com/news/home/20150805005751/en/Contact:
Media Contacts
MOTOROLA SOLUTIONS
Tama McWhinney
+1 847-538-1865
tama.mcwhinney@motorolasolutions.com
or
SILVER LAKE
Patricia Graue
+1 212-333-3018
silverlake@brunswickgroup.com
or
Investor Contacts
MOTOROLA SOLUTIONS
Shep Dunlap
+1 847-538-7367
shep.dunlap@motorolasolutions.com
Chris Kutsor
+1 847-538-7367
chris.kutsor@motorolasolutions.com
-0- Aug/05/2015 11:01 GMT