Kelly Services to acquire Motion Recruitment Partners for $425M cash plus up to $60M earnout

KELLY SERVICES INC

Kelly will pay $425M at close, plus up to $60M earnout based on gross profit milestone.
Transaction expected to close in Q2 2024, subject to regulatory approvals.
Aimed at expanding specialty talent solutions in tech, telecom, government, and global RPO.
Funding from debt and available capital, including redeployment of over $100M from European staffing sale.
Not subject to financing contingency; represents Kelly's largest acquisition in history.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

KELLY SERVICES INC entered into Agreement and Plan of Merger with MRP Merger Sub, Inc., MRP Topco Inc., Motion Recruitment Partners, LLC, and Littlejohn Fund V, L.P. valued at $425 million (effective 2024-05-02).

Action: entry
Agreement: merger
Counterparty: MRP Merger Sub, Inc., MRP Topco Inc., Motion Recruitment Partners, LLC, and Littlejohn Fund V, L.P.
Value: $425 million
Effective: 2024-05-02

Exact text from the filing

On May 2, 2024, Kelly Services, Inc. (“Kelly”), MRP Merger Sub, Inc. (“Merger Sub”), a newly-formed, wholly-owned subsidiary of Kelly, MRP Topco Inc. (“Topco”), the indirect parent company of Motion Recruitment Partners, LLC (“Motion”), and Littlejohn Fund V, L.P. (“Littlejohn”), in its capacity as the securityholders’ representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby Kelly would indirectly acquire 100% of the equity interests in Motion by way of a merger of Merger Sub with and into Topco, with Topco surviving the merger (the “Merger”).

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Source: SEC EDGAR

accession 0000055135-24-000010

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