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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 22, 2024
 
 
ZEBRA TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware000-1940636-2675536
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
3 Overlook Point, Lincolnshire, Illinois  60069
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: 847-634-6700
 
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of exchange on which registered
Class A Common Stock, par value $.01 per shareZBRAThe NASDAQ Stock Market, LLC


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.  ☐


Item 8.01.
Other Events
On May 22, 2024, Zebra Technologies Corporation (“Zebra Technologies” or the “Issuer”) issued a press release announcing the pricing of its private offering of $500,000,000 in aggregate principal amount of 6.500% senior unsecured notes due 2032 (the “Notes”). The Notes will mature on June 1, 2032, unless earlier repurchased or redeemed in accordance with their terms. The offering of the Notes (the “Notes Offering”) is expected to close on May 28, 2024, subject to customary closing conditions. The Notes will be senior unsecured obligations of Zebra Technologies and will be guaranteed by certain of Zebra Technologies’ domestic subsidiaries.

The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act. Zebra Technologies intends to use the net proceeds from the Notes Offering to repay all the outstanding debt under its revolving credit facility, which was $172 million as of March 30, 2024. Zebra Technologies intends to use the remaining net proceeds for general corporate purposes, including to replenish cash on hand following the repayment of its receivables financing facility that matured on May 13, 2024. There can be no assurance that the issuance and sale of any debt securities of the Issuer will be consummated.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
 
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit NumberDescription of Exhibits
99.1
Registrant’s Press Release dated May 22, 2024
104Cover Page Interactive Data File (embedded within the inline XBRL)


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.
 
  ZEBRA TECHNOLOGIES CORPORATION
Date: May 22, 2024  By: /s/ Cristen Kogl
   Cristen Kogl
   Chief Legal Officer, General Counsel & Corporate Secretary



EXHIBIT INDEX
 
Exhibit NumberDescription of Exhibits
99.1
104Cover Page Interactive Data File (embedded within the inline XBRL)

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Zebra Technologies Announces Pricing of $500 Million Senior Unsecured Note Private Offering

LINCOLNSHIRE, Ill. – May 22, 2024 – Zebra Technologies Corporation (NASDAQ: ZBRA) today announced the pricing of its private offering of $500 million in aggregate principal amount of 6.500% senior unsecured notes due 2032 (the “Notes”). The Notes will mature on June 1, 2032, unless earlier repurchased or redeemed in accordance with their terms. The Notes offering is expected to close on May 28, 2024, subject to customary closing conditions.

Zebra intends to use the net proceeds from the Notes offering to repay all the outstanding debt under its revolving credit facility, which was $172 million as of March 30, 2024. Zebra intends to use the remaining net proceeds for general corporate purposes, including to replenish cash on hand following the repayment of its receivables financing facility that matured on May 13, 2024. The Notes will be senior unsecured obligations of Zebra and will be guaranteed by certain Zebra domestic subsidiaries.

The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (“Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees. Any offer of the Notes and related guarantees is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.

Forward-looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws. Statements related to, among other things, the consummation of the offering of the Notes and related guarantees, the use of proceeds from the proposed offering and potential changes in market conditions constitute forward-looking statements. For a description of factors that may cause Zebra’s actual results, performance or expectations to differ from any forward-looking statements, please review the information under the heading “Risk Factors” included in Item 1A of Zebra’s 2023 Annual Report on Form 10-K and other documents of Zebra’s on file with or furnished to the Securities and Exchange Commission. Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by Zebra will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Zebra or its business or operations. Except as required by law, Zebra undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecasted by Zebra’s forward-looking statements.


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Investor Contact: 

Michael Steele, CFA, IRC
Vice President, Investor Relations
Phone: +1-847-518-6432 
InvestorRelations@zebra.com
Media Contact:
 
Therese Van Ryne 
Senior Director, External Communications
Phone:  +1-847-370-2317 
therese.vanryne@zebra.com





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Cover Document
May 22, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 22, 2024
Entity Registrant Name ZEBRA TECHNOLOGIES CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 000-19406
Entity Tax Identification Number 36-2675536
Entity Address, Address Line One 3 Overlook Point, Lincolnshire, Illinois
Entity Address, City or Town Lincolnshire
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60069
City Area Code 847
Local Phone Number 634-6700
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $.01 per share
Trading Symbol ZBRA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000877212
Amendment Flag false
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