Billionaire Jeff Ubben‘s ValueAct Partners has recently trimmed its exposure to Motorola Solutions Inc (NYSE:MSI) and in a recent filing with the US Securities and Exchange Commission reported holding 8.52 million shares of the company, down from 10.21 million shares disclosed in another filing earlier this month. Following the decrease, ValueAct owns 4.9% of Motorola Solutions’ outstanding common stock.
On March 10, ValueAct entered into a Stock Sale Agreement with Credit Suisse Securities, under the terms of which, Credit Suisse would sell up to 2.0 million shares of Motorola Solutions. The investor added that it was selling the securities as “part of its ongoing process of portfolio management.” ValueAct owns shares of Motorola Solutions since the first quarter of 2011, while the stock has appreciated by around 60% since then.
At the end of 2015, ValueAct was the top shareholders of Motorola Solutions, having reported 17.59 million shares in its last 13F filing. Overall, 22 funds disclosed long positions in the company as of the end of the last year, down by five funds over the quarter. Another investor with a significant position in the company was William B. Gray‘s Orbis Investment Management, which held a $1.20 billion position. Other funds bullish on Motorola Solutions include Leon Cooperman’s Omega Advisors, Ken Griffin’s Citadel Investment Group and Wallace Weitz’s Wallace R. Weitz & Co.
On the other hand, several investors unloaded their entire stakes in Motorola Solutions heading into 2016. Among them was David Cohen and Harold Levy’s Iridian Asset Management, which sold a stake previously valued at $73.7 million, followed by Malcolm Fairbairn’s fund, Ascend Capital, which disposed of some $25.1 million worth of shares.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
S.S. OR | 0 | 0 | 8,517,576 | 8,517,576 | 4.9% | |
S.S. OR | 0 | 0 | 8,517,576 | 8,517,576 | 4.9% | |
S.S. OR | 0 | 0 | 8,517,576 | 8,517,576 | 4.9% | |
S.S. OR | 0 | 0 | 8,517,576 | 8,517,576 | 4.9% | |
S.S. OR | 0 | 0 | 8,517,576 | 8,517,576 | 4.9% | |
S.S. OR | 0 | 0 | 8,517,576 | 8,517,576 | 4.9% |
Page 1 of 11 – SEC Filing
=============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 10)
Motorola Solutions, Inc.
————————————————
(Name of Issuer)
Common Stock, $0.01 par value
————————————————
(Title of Class of Securities)
620076307
————————————————
(CUSIP Number)
Allison Bennington, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
————————————————
(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
Allison Bennington, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
March 18, 2016
————————————————
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
=============================================================================
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Page 2 of 11 – SEC Filing
————————– ————————-
CUSIP NO. 620076307 Page 2 of 13
—————————————————————————–
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY
—————————————————————————–
4. SOURCE OF FUNDS (See Instructions)*
WC*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,517,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,517,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,517,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON
PN
—————————————————————————–
*See Item 3
**See Item 2 and 5
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Page 3 of 11 – SEC Filing
————————– ————————-
CUSIP NO. 620076307 Page 3 of 13
—————————————————————————-
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners I, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY
—————————————————————————–
4. SOURCE OF FUNDS*
00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,517,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,517,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,517,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON
00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5
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Page 4 of 11 – SEC Filing
————————– ————————-
CUSIP NO. 620076307 Page 4 of 13
—————————————————————————-
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY
—————————————————————————–
4. SOURCE OF FUNDS*
00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,517,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,517,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,517,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON
PN
—————————————————————————–
*See Item 3
**See Item 2 and 5
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Page 5 of 11 – SEC Filing
————————– ————————-
CUSIP NO. 620076307 Page 5 of 13
—————————————————————————-
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY
—————————————————————————–
4. SOURCE OF FUNDS*
00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,517,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,517,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,517,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON
00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5
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Page 6 of 11 – SEC Filing
————————– ————————-
CUSIP NO. 620076307 Page 6 of 13
—————————————————————————–
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings, L.P.
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY
—————————————————————————
4. SOURCE OF FUNDS*
00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,517,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,517,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,517,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON
PN
—————————————————————————–
*See Item 3
**See Items 2 and 5
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Page 7 of 11 – SEC Filing
————————– ————————-
CUSIP NO. 620076307 Page 7 of 13
—————————————————————————–
1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings GP, LLC
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY
—————————————————————————–
4. SOURCE OF FUNDS*
00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 8,517,576**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
8,517,576**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,517,576**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
—————————————————————————–
14. TYPE OF REPORTING PERSON
00 (LLC)
—————————————————————————–
*See Item 3
**See Items 2 and 5
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Page 8 of 11 – SEC Filing
CUSIP NO. 620076307 Page 8 of 13
—————————————————————————–
THE PURPOSE OF THIS AMENDMENT NO. 10 TO SCHEDULE 13D IS TO AMEND THE
OWNERSHIP REPORTS OF THE REPORTING PERSONS AND TO AMEND ITEM 5 (INTEREST IN
SECURITIES OF THE ISSUER). THE INFORMATION BELOW SUPPLEMENTS THE INFORMATION
PREVIOUSLY PROVIDED.
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, $0.01 par value (the
“Common Stock”) of Motorola Solutions, Inc. , a Delaware corporation (the
“Issuer”). The address of the principal executive offices of the Issuer is
1303 E. Algonquin Road, Schaumburg, Illinois 60196.
Item 2. Identity and Background
This statement is filed jointly by (a) ValueAct Capital Master Fund,
L.P. (“ValueAct Master Fund”), (b) VA Partners I, LLC (“VA Partners I”), (c)
ValueAct Capital Management, L.P. (“ValueAct Management L.P.”), (d) ValueAct
Capital Management, LLC (“ValueAct Management LLC”), (e) ValueAct Holdings,
L.P. (“ValueAct Holdings”) and (f) ValueAct Holdings GP, LLC (“ValueAct
Holdings GP”)(collectively, the “Reporting Persons”).
ValueAct Master Fund is a limited partnership organized under the laws
of the British Virgin Islands. It has a principal business address of One
Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.
VA Partners I is a Delaware limited liability company, the principal
business of which is to serve as the General Partner to ValueAct Master Fund.
It has a principal business address of One Letterman Drive, Building D,
Fourth Floor, San Francisco, CA 94129.
ValueAct Management L.P. is a Delaware limited partnership which
renders management services to ValueAct Master Fund. ValueAct Management LLC
is a Delaware limited liability company, the principal business of which is
to serve as the General Partner to ValueAct Management L.P. Each has a
principal business address of One Letterman Drive, Building D, Fourth Floor,
San Francisco, CA 94129.
ValueAct Holdings is a Delaware limited partnership and is the sole
owner of the limited partnership interests of ValueAct Management L.P. and
the membership interests of ValueAct Management LLC and is the majority owner
of the membership interests of VA Partners I. ValueAct Holdings GP is a
Delaware limited liability company, the principal business of which is to
serve as the General Partner to ValueAct Holdings. Each has a principal
business address of One Letterman Drive, Building D, Fourth Floor, San
Francisco, CA 94129.
(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to a
civil proceeding of a judicial or administrative body of competent judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
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CUSIP NO. 620076307 Page 9 of 13
—————————————————————————–
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.
As of the date hereof, ValueAct Master Fund is the beneficial owner
of 8,517,576 shares of Common Stock, representing approximately 4.9% of
the Issuer’s outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 8,517,576 shares of Common Stock, representing approximately
4.9% of the Issuer’s outstanding Common Stock.
All percentages set forth in this Schedule 13D are based upon the
Issuer’s reported 174,337,851 outstanding shares of Common Stock as
reported on the Issuer’s Current Report on Form 10-K for the yearly period
ended December 31, 2015.
(c) Since the date of the previous filing, the Reporting Persons sold
the following shares of Common Stock in the open market:
Reporting Person Trade Date Shares Price/Share
—————- ———- ——— ———–
ValueAct Master Fund 03/11/2016 280,000 $71.21
03/14/2016 280,000 $71.50
03/15/2016 286,000 $72.17
03/16/2016 320,000 $71.97
03/17/2016 290,000 $73.08
03/18/2016 240,000 $72.77
These sales were made pursuant to a 10b5-1 plan.
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Page 10 of 11 – SEC Filing
CUSIP NO. 620076307 Page 10 of 13
—————————————————————————–
(d) Not applicable.
(e) As of March 18, 2016 the Reporting Persons ceased to be
beneficial owners of more than five percent of Issuer’s Common Stock, and
accordingly, their obligation to file a Schedule 13D has been terminated.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer’s Common Stock which are
required to be described hereunder.
Item 7. Material to Be Filed as Exhibits
(1) Joint Filing Agreement.
————————– ————————-
CUSIP NO. 620076307 Page 11 of 13
—————————————————————————–
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
VA Partners I, LLC
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, LLC
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
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Page 11 of 11 – SEC Filing
CUSIP NO. 057224107 Page 13 of 13
—————————————————————————–
Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Agrium Inc., is
being filed jointly on behalf of each of them with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended.
ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
VA Partners I, LLC
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, LLC
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings GP, LLC
By: /s/ Bradley E. Singer
————————————–
Dated: March 18, 2016 Bradley E. Singer, Chief Operating Officer