BlackBerry Ltd Enters Material Definitive Agreement

TL;DR

BB just signed a big deal, details TBD.

AI Summary

BlackBerry Limited announced on December 15, 2024, that it has entered into a material definitive agreement. The company, formerly known as Research In Motion Ltd, filed an 8-K report detailing this event. Specific details regarding the agreement, including the counterparty and financial terms, are not provided in this excerpt.

Why It Matters

This filing indicates a significant business development for BlackBerry, potentially impacting its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial or operational changes, but lacks specific details to assess the immediate risk.

Key Players & Entities

• BlackBerry Limited (company) — Registrant
• Research In Motion Ltd (company) — Former company name
• December 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $160 million — sets for a purchase price consisting of $160 million of cash, subject to certain purchase pr
• $80 million — the Company will receive approximately $80 million of the Cash Consideration and the Equit
• $40 million — g of the transaction, and approximately $40 million of the Cash Consideration on the one-ye

Filing Documents

• bbry-20241215.htm (8-K) — 38KB
• a2024definitiveagreementpr.htm (EX-99.1) — 31KB
• 0001070235-24-000149.txt ( ) — 236KB
• bbry-20241215.xsd (EX-101.SCH) — 2KB
• bbry-20241215_def.xml (EX-101.DEF) — 15KB
• bbry-20241215_lab.xml (EX-101.LAB) — 26KB
• bbry-20241215_pre.xml (EX-101.PRE) — 16KB
• bbry-20241215_htm.xml (XML) — 3KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On December 15, 2024, BlackBerry Limited (the "Company") entered into an Equity and Asset Purchase Agreement (the "Equity and Asset Purchase Agreement") with Arctic Wolf Networks, Inc. ("Arctic Wolf") and certain subsidiaries of the Company and Arctic Wolf, pursuant to which and upon the terms and subject to the conditions described therein, Arctic Wolf will acquire the Company's Cylance endpoint security assets for a purchase price consisting of $160 million of cash, subject to certain purchase price adjustments set forth in the Equity and Asset Purchase Agreement (the "Cash Consideration"), and 5.5 million common shares in Arctic Wolf (the "Equity Consideration"). After giving effect to the purchase price adjustments to the Cash Consideration, the Company will receive approximately $80 million of the Cash Consideration and the Equity Consideration at closing of the transaction, and approximately $40 million of the Cash Consideration on the one-year anniversary of closing. The Equity and Asset Purchase Agreement contains customary representation, warranties, covenants and indemnification made by the Company and Arctic Wolf. In addition, the Equity and Asset Purchase Agreement provides that, on the closing date of the transaction, the Company and Arctic Wolf will enter into (i) a non-exclusive patent license agreement, (ii) a partner agreement pursuant to which the Company will agree to resell certain products and services of Arctic Wolf, and (iii) a strategic customer support agreement, pursuant to which Arctic Wolf will agree to provide certain customer support services to the Company. Completion of the transaction is conditional upon the provision of customary closing deliverables and satisfaction of customary conditions.

01 Other Events

Item 8.01 Other Events On December 16, 2024, the Company and Arctic Wolf issued a joint press release announcing the entry into the Equity and Asset Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of certain securities laws, including under the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws, including statements regarding the proposed transaction between the Company and Arctic Wolf, the amounts and types of consideration BlackBerry will receive in connection therewith, the anticipated timing and results of the proposed transaction, the potential benefits of the proposed transaction for the Company's customers and shareholders, the expectations and beliefs of the Company, and other statements that are not historical facts. The words "expect", "anticipate", "estimate", "may", "will", "should", "could", "intend", "believe", "target", "plan" and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are based on the Company's current plans, objectives, estimates, assumptions, expectations and intentions and inherently involve significant risks and uncertainties, many of which are beyond the Company's control. Many factors could cause actual achievements with respect to the transaction and the timing of events to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, risks and uncertainty associated with Arctic Wolf's and the Company's ability to complete the proposed transaction on the proposed terms or on the anticipated timeline, or at all; risks and uncertainties related to the satisfaction of conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement relating to the proposed transaction; effects relating to the announcement of the proposed transaction or any further announcements or the consummation of the proposed transaction on the market price of the Company's common sha

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits . EXHIBIT INDEX Exhibit Description 99.1 Press release issued by BlackBerry Limited dated December 16, 2024 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BlackBerry Limited Date: December 16, 2024 By: /s/ Tim Foote Name: Tim Foote Title: Chief Financial Officer