Silver Lake to invest $1 bln in Motorola Solutions

Silver Lake will make a $1 billion investment in Motorola Solutions, a provider of mission-critical communications, command center software and video security and analytics. Goldman Sachs provided financial advice to Motorola Solutions on the transaction with Wachtell, Lipton, Rosen & Katz serving as legal adviser. And, Simpson Thacher & Bartlett served as Silver Lake’s legal adviser.

PRESS RELEASE

CHICAGO & NEW YORK–(BUSINESS WIRE)–Motorola Solutions (NYSE: MSI), a global leader in mission-critical communications, command center software and video security and analytics, and Silver Lake, a global leader in technology investing, announced they will extend their strategic partnership. In connection with the continuation of this partnership, Silver Lake will make a new $1 billion investment in Motorola Solutions, and settle its outstanding $800 million aggregate principal investment one year ahead of its maturity.

“The Silver Lake partnership has been outstanding, and I’m very pleased that we’re continuing it,” said Greg Brown, chairman and CEO of Motorola Solutions. “Our relentless focus on people, platforms, growth and shareholder return has proven to be very successful, and I’m excited about the opportunities we have in front of us.”

Egon Durban and Greg Mondre, managing partners and managing directors of Silver Lake, will remain on the Motorola Solutions board.

“Motorola Solutions is a great company that has evolved into a leading mission-critical technology platform addressing the societal challenge of public safety,” said Durban and Mondre. “Greg, the management team and employees have delivered extraordinary growth and shareholder value through innovative product development and world-class services for their customers. Silver Lake is excited to extend our partnership with the team and the rest of the board. The company is positioned for continued growth with exciting new opportunities across its mission-critical communications, command center software and video analytics platform offerings.”

Issuance of $1 Billion Principal Amount of 1.75% Convertible Notes Due 2024
Under the terms of the new agreement, Silver Lake will purchase $1 billion aggregate principal amount of 1.75% convertible senior unsecured notes due 2024 (the “2024 Notes”) using capital from a more recent fund to extend Silver Lake’s commitment and enable a longer hold period. The notes will have an initial conversion price of $203.50 per share, subject to customary anti-dilution and other adjustments. They will mature in September 2024 unless earlier repurchased, redeemed or converted.

Settlement of $800 Million Principal Amount of 2.00% Convertible Notes Due 2020

In connection with the issuance of the 2024 Notes, Silver Lake and MSI will settle outstanding $800 million aggregate principal amount of 2.00% convertible senior unsecured notes due 2020 (the “2020 Notes”). Motorola Solutions will pay Silver Lake approximately $1.1 billion in cash and issue approximately 5.5 million shares, which is fewer than the second quarter diluted share count that assumed settlement of the full premium for the 2020

Notes in shares.
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. LLC acted as financial advisors to Motorola Solutions, and Wachtell, Lipton, Rosen & Katz served as Motorola Solutions’ legal advisor in the transactions. Simpson Thacher & Bartlett served as Silver Lake’s legal advisor.

About Motorola Solutions
Motorola Solutions is a global leader in mission-critical communications. Our technology platforms in communications, command center software, video security solutions and managed and support services make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new era in public safety and security. Learn more at www.motorolasolutions.com.

About Silver Lake
Silver Lake is the global leader in technology investing, with over $43 billion in combined assets under management and committed capital and a team of approximately 100 investment and value creation professionals located in Silicon Valley, New York, London and Hong Kong. Silver Lake’s portfolio of investments collectively generates more than $210 billion of revenue annually and employs 370,000 people globally. For more information about Silver Lake and its entire portfolio, please visit www.silverlake.com.