Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced
today the early results of its previously announced tender offers
to purchase for cash (i) any and all of the Company’s outstanding
securities listed in Table I below (the “Any and All Notes”) (such
offer, the “Any and All Offer”), and (ii) up to the Maximum
Waterfall Tender Amount (as defined below) in aggregate purchase
price of the Company’s outstanding securities listed in Table II
below (collectively, the “Waterfall Notes” and, together with the
Any and All Notes, the “Securities”), subject to the Acceptance
Priority Levels as defined below (such offer, the “Waterfall
Offer”). The “Maximum Waterfall Tender Amount” is an aggregate
purchase price equal to $650 million less the aggregate purchase
price of the Any and All Notes validly tendered and accepted for
purchase in the Any and All Offer.
In addition, the Company announced today that it has amended the
terms of the Any and All Offer to change the amount of
consideration payable for Any and All Notes validly tendered and
accepted for purchase after the Early Tender Deadline from the
applicable “Tender Offer Consideration” to the applicable “Total
Consideration” for such Securities. Accordingly, Holders of Any and
All Notes who validly tender such Securities following the Early
Tender Deadline and at or prior to the Expiration Date will now
receive the applicable Total Consideration for such Securities
accepted for purchase, which includes the applicable Early Tender
Premium specified in the table below. Subject to this amendment to
the Any and All Offer, the tender offers are being made upon and
are subject to the terms and conditions set forth in the Offer to
Purchase, dated May 9, 2019, and the related Letter of Transmittal
(as they may each be amended or supplemented from time to time, the
“Tender Offer Documents”).
As of 5:00 p.m., New York City time, on May 22, 2019 (the “Early
Tender Deadline”), $162,869,000 aggregate principal amount of the
Any and All Notes and $1,013,023,000 aggregate principal amount of
the Waterfall Notes were validly tendered and not properly
withdrawn in the tender offers. The withdrawal deadline of 5:00
p.m., New York City time, on May 22, 2019 has passed and,
accordingly, Securities validly tendered in the tender offers may
no longer be withdrawn except where additional withdrawal rights
are required by law.
The following tables set forth certain information regarding the
tender offers, including the aggregate principal amount of each
series of Securities that were validly tendered and not properly
withdrawn at or prior to the Early Tender Deadline.
Table
ISecurities Subject to the Any
and All Offer
Title of Security
PrincipalAmountOutstanding
CUSIP/ISIN
EarlyTenderPremium(1)
Reference U.S.
TreasurySecurity
BloombergReferencePage/Screen
FixedSpread(basis
points)
PrincipalAmountTendered(2)
7.500% Senior Notes due 2025 $346,930,000 CUSIP: 620076
AH2ISIN:US620076AH21 $50.00
2.250% U.S.T. due 04/30/24
PX1 165 $90,076,000 6.500% Senior Notes due 2025 $117,892,000
CUSIP: 620076 AK5
ISIN: US620076AK59
$50.00
2.250% U.S.T. due 04/30/24
PX1 170 $45,016,000 6.500% Senior Notes due 2028 $36,463,000 CUSIP:
620076 AP4
ISIN: US620076AP47
$50.00 2.625% U.S.T. due 02/15/29 PX1 195 $11,501,000 6.625% Senior
Notes due 2037 $54,533,000 CUSIP: 620076 BA6
ISIN: US620076BA68
$50.00 3.000% U.S.T. due 02/15/49 PX1 285 $16,276,000 (1)
The total consideration payable for each $1,000 principal
amount of Securities validly tendered at or prior to the Expiration
Date and accepted for purchase by us includes the Early Tender
Premium. In addition, holders whose Securities are accepted will
also receive accrued interest on such Securities. (2) As reported
by Global Bondholder Services Corporation, the tender and
information agent for the tender offers.
Table
IISecurities Subject to the
Waterfall Offer
Title of Security
PrincipalAmountOutstanding
CUSIP/ISIN
AcceptancePriorityLevel
EarlyTenderPremium(1)
Reference U.S.
TreasurySecurity
BloombergReferencePage/Screen
FixedSpread(basis
points)
PrincipalAmountTendered(2)
3.500% Senior Notes due 2021 $400,000,000 CUSIP: 620076 BD0
ISIN: US620076BD08
1 $50.00 2.250% U.S.T. due 04/30/21 PX1 50 $249,683,000 3.750%
Senior Notes due 2022 $750,000,000 CUSIP: 620076 BB4
ISIN: US620076BB42
2 $50.00 2.250% U.S.T. due 04/15/22 PX1 50 $454,219,000 3.500%
Senior Notes due 2023 $600,000,000 CUSIP: 620076 BC2
ISIN: US620076BC25
3 $50.00 2.250% U.S.T. due 04/30/24 PX1 80 $309,121,000 (1)
The total consideration payable for each $1,000 principal
amount of Securities validly tendered at or prior to the Early
Tender Deadline and accepted for purchase by us includes the
applicable Early Tender Premium. In addition, holders whose
Securities are accepted will also receive accrued interest on such
Securities. (2) As reported by Global Bondholder Services
Corporation, the tender and information agent for the tender
offers.
Subject to the Maximum Waterfall Tender Amount, the amount of
each series of Waterfall Notes that are purchased in the Waterfall
Offer will be determined in accordance with the acceptance priority
levels specified in Table II above (the “Acceptance Priority
Levels”), with 1 being the highest Acceptance Priority Level and 3
being the lowest Acceptance Priority Level.
Because the aggregate principal amount of validly tendered
Waterfall Notes exceeded the Maximum Waterfall Tender Amount, the
Waterfall Notes will be purchased subject to Acceptance Priority
Levels and proration as described in the Offer to Purchase.
Holders of Securities that were validly tendered and not
properly withdrawn at or prior to the Early Tender Deadline and
accepted for purchase will receive the applicable “Total
Consideration,” which includes the applicable Early Tender Premium
specified in the tables above. Payments for Securities purchased
will include accrued and unpaid interest from and including the
last interest payment date applicable to the relevant series of
Securities up to, but not including, the applicable settlement date
for such Securities accepted for purchase. The settlement date for
securities tendered at or prior to the Early Tender Deadline and
accepted for purchase is expected to be May 24, 2019 (the “Early
Settlement Date”). The Company expects to issue a press release on
May 23, 2019 announcing the Total Consideration payable in
connection with the tender offers.
Although the tender offers are scheduled to expire at midnight,
New York City time, at the end of June 6, 2019, unless extended or
terminated (the “Expiration Date”), because the Waterfall Offer was
fully subscribed as of the Early Tender Deadline, the Company does
not expect to accept for purchase any Waterfall Notes tendered
after the Early Tender Deadline. Securities not accepted for
purchase will be promptly returned or credited to the holder’s
account.
The Company’s obligation to accept for payment and pay for the
Securities validly tendered in the tender offers is subject to the
satisfaction or waiver of the conditions, including a financing
condition, described in the Offer to Purchase.
BofA Merrill Lynch and Mizuho Securities are serving as the Lead
Dealer Managers, and Santander, TD Securities and US Bancorp are
serving as the Co-Dealer Managers, in connection with the tender
offers. The information agent and tender agent is Global Bondholder
Services Corporation. The full details of the tender offers,
including complete instructions on how to tender Securities, are
included in the Tender Offer Documents. Holders are strongly
encouraged to read carefully the Tender Offer Documents, including
materials incorporated by reference therein, because they contain
important information. Copies of the Tender Offer Documents and
related offering materials are available by contacting the
information agent at (212) 430-3774 (banks and brokers) or (866)
807-2200 (all others). Questions regarding the tender offers should
be directed to BofA Merrill Lynch, at (980) 387-3907 or (888)
292-0070 (toll free) or Mizuho Securities, at (212) 205-7736 or
(866) 271-7403 (toll free).
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the information agent and tender
agent or the trustee is making any recommendation as to whether
holders should tender any Securities in response to any of the
tender offers, and neither the Company nor any such other person
has authorized any person to make any such recommendation. Holders
must make their own decision as to whether to tender any of their
Securities, and, if so, the principal amount of Securities to
tender.
This news release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The tender offers are being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About Motorola Solutions,
Inc.
Motorola Solutions is a global leader in mission-critical
communications. Our technology platforms in communications, command
center software, services and video security and analytics make
cities safer and help communities and businesses thrive. At
Motorola Solutions, we are ushering in a new era in public safety
and security. Learn more at www.motorolasolutions.com.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995 and other federal
securities laws. These “forward-looking statements” are statements
other than statements of historical fact and may include, among
other things, statements in relation to the Company’s current
expectations and beliefs as to its ability to consummate the tender
offers, including the timing, size, pricing or other terms of the
tender offers, and other future events. All information set forth
in this release is as of the date hereof. The Company does not
intend, and undertakes no duty, to update this information to
reflect future events or circumstances. Actual results are subject
to a number of risks and uncertainties and may differ materially
from the current expectations and beliefs discussed in this press
release. Certain potential factors, risks and uncertainties that
could affect the Company’s business and financial results and cause
actual results to differ materially from those expressed or implied
in any forward-looking statements include the Company’s ability to
complete the tender offers and satisfy the conditions thereto, and
other potential factors, risks and uncertainties under the heading
“Risk Factors” in its Annual Report on Form 10-K for the year ended
December 31, 2018, which is on file with the Securities and
Exchange Commission (“SEC”) and available at the SEC’s website at
www.sec.gov.
MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are
trademarks or registered trademarks of Motorola Trademark Holdings,
LLC and are used under license. All other trademarks are the
property of their respective owners. ©2019 Motorola Solutions, Inc.
All rights reserved.
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version on businesswire.com: https://www.businesswire.com/news/home/20190523005221/en/
Investor Contact:Uygar GaziogluMotorola Solutions+1
847-250-6149uygar.gazioglu@motorolasolutions.com
Media Contact:Kate DyerMotorola Solutions+1
224-374-3124Kate.Dyer@motorolasolutions.com
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