Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced
today the pricing terms 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. The Company also announced the
principal amount of each series of Securities that it expects to
accept pursuant to the tender offers, subject to the satisfaction
of waiver of certain conditions, as described below. 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,
as amended earlier today, and the related Letter of Transmittal (as
they may each be further amended or supplemented from time to time,
the “Tender Offer Documents”).
The “Total Consideration” for each series of Securities is
payable to holders of the Securities who validly tendered and did
not properly withdraw their Securities at or prior to 5:00 p.m.,
New York City time, on May 22, 2019 (the “Early Tender Deadline”)
and whose Securities are accepted for purchase by the Company. The
Reference Yields listed in the tables below were determined at
11:00 a.m., New York City time, on May 23, 2019 (the “Price
Determination Date”) by the lead dealer managers. Payments for
Securities purchased in connection with the Early Tender Deadline
will also 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 early settlement date for
such Securities accepted for purchase, which is currently expected
to be May 24, 2019 (the “Early Settlement Date”).
Table
I
Securities
Subject to the Any and All Offer
Title of Security
PrincipalAmount Outstanding
CUSIP/ISIN
Principal Amount
Expected to be
Accepted(1)
Reference U.S. Treasury Security
Reference Yield Fixed
Spread (basis points)
Total
Consideration(2)
7.500% Senior Notes due 2025 $346,930,000 CUSIP: 620076
AH2ISIN:US620076AH21 $90,076,000 2.250% U.S.T. due 04/30/24 2.126%
165 $1,197.52 6.500% Senior Notes due 2025 $117,892,000 CUSIP:
620076 AK5
ISIN: US620076AK59
$45,016,000 2.250% U.S.T. due 04/30/24 2.126% 170 $1,147.73 6.500%
Senior Notes due 2028 $36,463,000 CUSIP: 620076 AP4
ISIN: US620076AP47
$11,501,000 2.625% U.S.T. due 02/15/29 2.336% 195 $1,170.91 6.625%
Senior Notes due 2037 $54,533,000 CUSIP: 620076 BA6
ISIN: US620076BA68
$16,276,000 3.000% U.S.T. due 02/15/49 2.766% 285 $1,115.07 (1)
Expected to be accepted for purchase, and paid for, on the
Early Settlement Date. (2) 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 an
early tender premium of $50. In addition, holders whose Securities
are accepted will also receive accrued interest on such Securities.
Table
II
Securities
Subject to the Waterfall Offer
Title of Security
Principal
AmountOutstanding
CUSIP/ISIN
Acceptance
Priority
Level
Principal
Amount
Expected to be
Accepted(1)
Reference U.S.
Treasury
Security
Reference
Yield
Fixed Spread (basis
points)
Total
Consideration(2)
3.500% Senior Notes due 2021 $400,000,000 CUSIP: 620076 BD0
ISIN: US620076BD08
1 $249,683,000 2.250% U.S.T. due 04/30/21 2.167% 50 $1,018.20
3.750% Senior Notes due 2022 $750,000,000 CUSIP: 620076 BB4
ISIN: US620076BB42
2 $198,233,000 2.250% U.S.T. due 04/15/22 2.115% 50 $1,032.28
3.500% Senior Notes due 2023 $600,000,000 CUSIP: 620076 BC2
ISIN: US620076BC25
3 $0 2.250% U.S.T. due 04/30/24 N/A 80 N/A (1) Expected to
be accepted for purchase, and paid for, on the Early Settlement
Date. (2) 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 an early
tender premium of $50. In addition, holders whose Securities are
accepted will also receive accrued interest on such Securities.
As listed in the tables above, the Company expects to accept for
purchase, and pay for, $90,076,000 aggregate principal amount of
its 7.500% Senior Notes due 2025, $45,016,000 aggregate principal
amount of its 6.500% Senior Notes due 2025, $11,501,000 aggregate
principal amount of its 6.500% Senior Notes due 2028, $16,276,000
aggregate principal amount of its 6.625% Senior Notes due 2037,
$249,683,000 aggregate principal amount of its 3.500% Senior Notes
due 2021 and $198,233,000 aggregate principal amount of its 3.750%
Senior Notes due 2022, on the Early Settlement Date.
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 described in the Offer to
Purchase.
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, 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. Holders of Any and All Notes who validly tender such
notes following the Early Tender Deadline and at or prior to the
Expiration Date will receive the applicable Total Consideration for
Securities accepted for purchase specified in the table above.
Securities not accepted for purchase will be promptly returned or
credited to the holder’s account. 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.
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/20190523005701/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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