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Am Law Trio on Motorola Unit Sale

Three Am Law 100 firms are advising on a $3.45 billion deal announced Tuesday that will see bar-code printer Zebra Technologies acquire the enterprise business of Motorola Solutions.

Lincolnshire, Ill.–based Zebra will pay cash for the unit, which offers mobile computing services and bar-code scanning technology that the buyer expects will mesh well with its own specialties. Zebra manufactures printers used to make thermal bar-code labels for tracking packages as well as printers for receipts and ticket kiosks. Not included in the sale is the unit's iDen wireless communication products portfolio, which makes two-way radios and will be retained by Motorola Solutions.

In announcing the deal, Zebra said the acquisition of the enterprise unit—which generated roughly $2.5 billion in pro forma sales last year, minus the iDen products—will expand the asset-tracking services the company offers its corporate clients. Zebra will finance the deal—which is expected to close by the end of the year, pending regulatory approvals—through a mixture of roughly $200 million in cash on hand and $3.25 billion of borrowed funds.

Kirkland & Ellis continues its hot dealmaking streak by landing the lead advisory role for Zebra. The Am Law Daily reported Monday that the firm kicked off the week by taking lead roles on major transactions for private equity firms The Blackstone Group and Madison Dearborn Partners. Kirkland advised Madison Dearborn on its proposed $6.25 billion sale of Nuveen Investments to the Teachers Insurance and Annuity Association–College Retirement Equities Fund, and the firm also represented Blackstone on its joint purchase with Goldman Sachs' merchant banking arm of Ipreo Holdings from KKR for a reported $957 million.

Chicago-based corporate partners R. Henry Kleeman and R. Scott Falk are leading Kirkland's team working on the Zebra–Motorola Solutions deal. Debt finance partner Linda Myers and IP partner Neil Hirshman are also working on the matter. Jim Kaput serves as Zebra's general counsel.

For its part, Schaumburg, Ill.–based Motorola Solutions—which succeeded Motorola Inc. following the spinoff of telecom equipment company Motorola Mobility in 2011—has turned to a team of Winston & Strawn attorneys led by Chicago-based M&A partner Matthew Costigan with M&A chair Oscar David and senior associate Jacqueline McLaughlin. Also advising from Winston & Strawn is bank finance partner Charles Boehrer, corporate partner R. Cabell Morris, IP partner Becky Troutman, tax partner Roger Lucas and real estate partner James Lukas. The firm's associates on the deal are David Bauer, Sara Cieniewski, Sean Crowley, James Lepri, Justin Podjasek, Randi Rader and Jacob Schtevie.

Winston & Strawn is the longtime outside counsel for Motorola Solutions, with the firm having previously advised the company on its $1.17 billion share repurchase from activist investor Carl Icahn in 2012. The firm also advised Motorola on the $1.2 billion sale of its wireless equipment business to Nokia Siemens Networks in 2010—a deal that served as a lead-up to the company's split the following year.

Motorola Inc. turned to Wachtell, Lipton, Rosen & Katz to help orchestrate the company's 2011 breakup, and the firm also advised on the $12.5 billion sale of the then newly separated Motorola Mobility to Google later that year. Now Wachtell has landed a role on the deal with Zebra advising the board of directors of Motorola Solutions with respect to the enterprise unit sale. Corporate partner David Karp is leading the Wachtell team representing the board and is working on the matter with associate Viktor Sapezhnikov.