UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On August 6, 2025, the Company completed its previously-announced acquisition (the “Acquisition”) of Silvus Technologies Holdings Inc., a Delaware corporation (“Silvus”) pursuant to the Purchase and Sale Agreement, dated May 27, 2025, by and between the Company, Silvus Technologies Group LLC, a Delaware limited liability company (the “Seller”) and Silvus (the “Purchase Agreement”).
As previously disclosed, the consideration for the Acquisition included upfront consideration of $4.4 billion at closing, comprised of (x) approximately $4.38 billion in cash, which is subject to customary adjustments for cash, net working capital, transaction expenses and indebtedness, and (y) approximately $20 million in the form of restricted shares of common stock of the Company (“Company Common Stock”), par value $0.01 per share, to certain equityholders of Seller who are employees of Silvus. The terms of the Purchase Agreement also include the ability to earn earnout consideration of up to $600 million in total, following the achievement of certain financial targets with respect to the annual periods from July 5, 2026 through July 3, 2027 and July 4, 2027 through July 1, 2028. The earnout consideration, if any, will be made in shares of Company Common Stock.
The information contained in Item 2.03 of this Current Report on Form 8-K is incorporated by reference herein.
The foregoing description of the Purchase Agreement in this Item 2.01 does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2025, and is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, the Company entered into (i) a senior, unsecured delayed draw term loan credit agreement (the “364-Day Credit Agreement”) with the lenders named therein and Mizuho Bank, Ltd. (“Mizuho”), as administrative agent, with aggregate lending commitments of $750.0 million and (ii) a senior, unsecured delayed draw term loan credit agreement, with aggregate lending commitments of $750.0 million (the “Three-Year Credit Agreement” and together with the 364-Day Credit Agreement, the “Credit Agreements”) with Bank of America, N.A., as administrative agent and lender, each in connection with the Acquisition. On August 6, 2025, the Company drew each term loan under the Credit Agreements in full to pay for a portion of (i) the consideration payable by the Company pursuant to the Purchase Agreement, (ii) the repayment of certain outstanding indebtedness of Silvus and (iii) certain related fees and expenses.
The foregoing description of the Credit Agreements in this Item 2.03 does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreements, which were filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 21, 2025, and are incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
On August 6, 2025, the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any other filing of the Company, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| + | Schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request. |
| * | This exhibit is furnished pursuant to Item 7.01 of this Current Report on Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MOTOROLA SOLUTIONS, INC. | ||||||
| Dated: August 6, 2025 | By: | /s/ Kristin L. Kruska | ||||
| Name: | Kristin L. Kruska | |||||
| Title: | Corporate Vice President, Transactions, Corporate & Securities Law and Secretary | |||||