8-KOther EventsExhibits & Filings

Motorola Solutions, Inc. 8-K Report, Corporate Update (Dec 20, 2004)

Filed December 20, 2004For Securities:MSI

Summary

This 8-K filing by Motorola, Inc. (MSI) on December 20, 2004, details significant agreements with Nextel Communications, Inc. (Nextel), primarily impacting their strategic relationship and Motorola's substantial investment in Nextel. Key developments include a three-year extension of crucial iDEN infrastructure and subscriber supply agreements through the end of 2007, ensuring continued revenue streams from this core business. Additionally, Motorola announced an agreement with Nextel to implement Next Generation Dispatch (NGD) technology, a move towards more advanced IP-based communication solutions. Furthermore, the filing addresses the impending merger between Nextel and Sprint Corporation. Motorola, holding a significant stake in Nextel's non-voting common stock, entered into a letter agreement with Nextel. This agreement restricts Motorola from disposing of its Nextel shares (and any resulting Sprint/Nextel shares) for up to two years, conditional on certain events, in exchange for a $50 million "Consent Fee." This fee is subject to potential return under specific circumstances prior to the merger's completion, highlighting the financial implications and strategic considerations tied to the Sprint/Nextel merger for Motorola.

Key Highlights

  • 1Motorola and Nextel extended iDEN infrastructure and subscriber supply agreements for three years through the end of 2007.
  • 2Motorola will implement Next Generation Dispatch (NGD), an IP-based Push-to-Talk technology with Nextel.
  • 3Motorola holds 29,660,000 shares of Nextel Class B Non-Voting Common Stock.
  • 4Nextel and Sprint announced a definitive merger agreement, where Nextel shareholders will receive Sprint/Nextel shares and cash.
  • 5Motorola entered a letter agreement with Nextel, restricting the sale of its Nextel shares for up to two years post-merger.
  • 6Motorola will receive a $50 million "Consent Fee" from Nextel in exchange for the share disposition restrictions.
  • 7The $50 million Consent Fee may be returned to Nextel under certain conditions prior to the completion of the Sprint/Nextel merger.

Frequently Asked Questions

The three-year extension of the iDEN infrastructure and subscriber supply agreements through 2007 provides Motorola with continued revenue visibility and a stable customer relationship with Nextel for its core communication products, reinforcing its position in the iDEN market.

NGD is a new Internet Protocol-based Push-to-Talk call processing engine. Its implementation with Nextel signifies Motorola's move towards more advanced, IP-based communication solutions, indicating technological evolution and a commitment to future-proofing its offerings within the public safety and enterprise communication sectors.

Motorola owns a significant block of Nextel's non-voting common stock. Through a letter agreement, it has agreed not to sell these shares (or resulting Sprint/Nextel shares) for up to two years, in exchange for a $50 million fee. However, this fee is conditional and could be returned to Nextel under specific circumstances before the merger's completion, indicating a complex financial arrangement tied to the merger's outcome.

Motorola agreed to potentially return the $50 million Consent Fee to Nextel if certain events occur prior to the completion of the Sprint/Nextel merger, as specified within the letter agreement. These events likely relate to the merger's termination or failure to meet specific conditions, particularly those concerning tax-free spin-offs.