Current Report Filing (8-k)
28 Maggio 2019 - 10:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 23, 2019
Motorola Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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1-7221
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36-1115800
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(Commission
File Number)
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(IRS Employer
Identification No.)
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500 W. Monroe Street
Chicago, Illinois
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60661
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (847)
576-5000
Check the
appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 Par Value per Share
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MSI
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 23, 2019, Motorola Solutions, Inc. (the Company) closed the public underwritten offering (the Offering) of $650,000,000 in
aggregate principal amount of 4.600% senior notes due 2029 (the Notes) pursuant to the Underwriting Agreement, dated May 9, 2019, by and among the Company and the several underwriters named therein. The Notes were issued pursuant to
an Indenture dated as of August 19, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by an Officers Certificate, dated May 23, 2019 (the Officers
Certificate). The Notes were offered and sold pursuant to a registration statement on Form
S-3
(File
No. 333-223828)
under the Securities Act of 1933, as
amended.
The proceeds from the Offering were used to (A) repurchase (the Repurchase) approximately (i) $90.1 million in principal
amount of the Companys 7.500% Senior Notes due 2025, (ii) $45.0 million in principal amount of the Companys 6.500% Senior Notes due 2025, (iii) $11.5 million in principal amount of the Companys 6.500% Senior Notes due
2028, (iv) $16.3 million in principal amount of the Companys 6.625% Senior Notes due 2037, (v) $249.7 million in principal amount of the Companys 3.500% Senior Notes due 2021 and (vi) $198.2 million in principal amount of
the Companys 3.750% Senior Notes due 2022 and (B) pay the premiums, fees and expenses related to the Repurchase.
The Indenture is filed as
Exhibit 4.1, the Officers Certificate is filed as Exhibit 4.2, and the Specimen Note is filed as Exhibit 4.3 to this Current Report on Form
8-K
and each is incorporated herein by reference. The foregoing
description of the Notes and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as
exhibits (or incorporated by reference) to this Current Report on Form
8-K
and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits
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Number
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Exhibit
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Exhibit 1.1
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Underwriting Agreement, dated May 9, 2019, by and among Motorola Solutions, Inc. and the several underwriters named therein.
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Exhibit 4.1
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Indenture, dated as of August
19, 2014, between Motorola Solutions, Inc. and the Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Companys Form
8-K
filed on August
19, 2014).
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Exhibit 4.2
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Officers Certificate of Motorola Solutions, Inc., dated as of May 23, 2019.
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Exhibit 4.3
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Specimen of 4.600% Senior Note Due 2029.
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Exhibit 5.1
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Opinion of Winston & Strawn LLP as to the legality of the securities being registered.
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Exhibit 23.1
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Consent of Winston & Strawn LLP (contained in the opinion filed as Exhibit 5.1).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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MOTOROLA SOLUTIONS, INC.
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(Registrant)
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Dated: May 28, 2019
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By:
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/s/ Kristin L. Kruska
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Name:
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Kristin L. Kruska
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Title:
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Corporate Vice President, Transactions,
Corporate & Securities Law and Secretary
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Grafico Azioni Motorola Solutions (NYSE:MSI)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Motorola Solutions (NYSE:MSI)
Storico
Da Lug 2023 a Lug 2024