Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced
today that it has commenced a cash tender offer (the “Tender
Offer”) for up to $275,000,000 aggregate principal amount, as may
be increased or decreased by the Company (the “Maximum Amount”), of
its 4.000% Senior Notes due 2024 (“Notes”). The Company expects to
fund the repurchase of notes accepted for payment in the Tender
Offer with the proceeds from the issuance and sale of debt
securities in one or more capital markets transactions.
The Maximum Amount represents the aggregate principal amount of
Notes subject to the Tender Offer. The Company expressly reserves
the right, in its sole discretion, subject to applicable law, to
increase or decrease the Maximum Amount, without extending
withdrawal rights and/or terminate the Tender Offer at any time
prior to the Expiration Date (as defined below). If Holders (as
defined below) tender more Notes in the Tender Offer than they
expect to be accepted for purchase by the Company based on the
Maximum Amount and the Company subsequently accepts more than such
Holders expected of such Notes tendered as a result of an increase
of the Maximum Amount, such Holders will not be able to withdraw
any of their previously tendered Notes. Accordingly, Holders should
not tender any Notes that they do not wish to be accepted for
purchase.
The Tender Offer is summarized in the table below:
Title of Notes
CUSIP/ISIN Number
Principal Amount
Outstanding
Maximum Amount(1)
UST Reference Security
Bloomberg Reference
Page(2)
Fixed Spread (bps)
Early Tender
Payment(3)
4.000% Senior Notes due 2024
620076BF5
/US620076BF55
$588,417,000
$275,000,000
2.500% UST due 04/30/24
PX1
85
$30
(1)
The Maximum Amount of $275,000,000
represents the aggregate principal amount of Notes that will be
purchased in the Tender Offer. The Company may increase or decrease
the Maximum Amount as described in the Offer to Purchase (as
defined below).
(2)
The page on Bloomberg from which the
Dealer Managers (as defined below) will quote the bid side price of
the U.S. Treasury Security. In the above table, “UST” denotes a
U.S. Treasury Security.
(3)
Per $1,000 principal amount of Notes
validly tendered at or prior to the Early Tender Date and accepted
for purchase.
The Tender Offer is being made upon the terms and subject to the
conditions set forth in the Offer to Purchase dated May 17, 2022
(as amended or supplemented from time to time, the “Offer to
Purchase”), which sets forth a detailed description of the Tender
Offer. The Tender Offer is open to all registered holders
(individually, a “Holder” and collectively, the “Holders”) of
Notes. The purpose of the Tender Offer is to repurchase a portion
of the Company’s outstanding indebtedness and to extend the average
maturity of the Company’s long-term indebtedness.
Notes validly tendered and not validly withdrawn at or prior to
5:00 p.m., New York City time, on May 31, 2022 (the “Early Tender
Date”) will be eligible to receive the Total Consideration, which
includes the Early Tender Payment. Notes validly tendered after the
Early Tender Date but at or prior to 11:59 p.m., New York City
time, on June 14, 2022 (the “Expiration Date”) will be eligible to
receive the Tender Offer Consideration, which is equal to the Total
Consideration minus the Early Tender Payment.
The Total Consideration payable by the Company for Notes will be
a price per $1,000 principal amount based on the yield to maturity
of the U.S. Treasury reference security specified in the table
above (the “UST Reference Security”), as determined at 9:00 a.m.,
New York City time, on June 1, 2022 (unless otherwise extended by
the Company as described in the Offer to Purchase), plus a fixed
spread, calculated in accordance with the Offer to Purchase.
The settlement date for Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date and accepted for
purchase is expected to be June 2, 2022, the second business day
after the Early Tender Date (the “Early Settlement Date”). The
settlement date for Notes validly tendered after the Early Tender
Date but at or prior to the Expiration Date and accepted for
purchase is expected to be June 16, 2022, the second business day
after the Expiration Date (the “Final Settlement Date,” and along
with the Early Settlement Date, each a “Settlement Date”), if the
Maximum Amount is not purchased on the Early Settlement Date.
In addition to the Total Consideration or Tender Offer
Consideration, as applicable, Holders of Notes accepted for
purchase will receive accrued and unpaid interest (“Accrued
Interest”) on those Notes from the last interest payment date with
respect to those Notes to, but not including, the applicable
Settlement Date.
Holders who tender their Notes at or prior to 5:00 p.m., New
York City time, on May 31, 2022 (such date and time, as it may be
extended, the “Withdrawal Deadline”) may withdraw such tendered
Notes at any time at or prior to the Withdrawal Deadline. Following
the Withdrawal Deadline, Holders who have tendered their Notes
(whether before, on or after the Withdrawal Deadline) may not
withdraw such Notes unless the Company is required to extend
withdrawal rights under applicable law.
The Tender Offer is not conditioned on any minimum principal
amount of Notes being validly tendered; however, the Company’s
obligation to accept for purchase, and to pay for, Notes validly
tendered pursuant to the Tender Offer is subject to, and
conditioned upon, the satisfaction of or, where applicable, the
Company’s waiver of the conditions, including a financing condition
and certain other general conditions, as described in the Offer to
Purchase.
The Company has retained Deutsche Bank Securities Inc. and TD
Securities (USA) LLC to act as Dealer Managers (the “Dealer
Managers”, and each a “Dealer Manager”) for the Tender Offer.
Global Bondholder Services Corporation has been retained to act as
the Tender and Information Agent for the Tender Offer. Requests for
assistance relating to the procedures for tendering Notes may be
directed to the Tender and Information Agent either by email at
contact@gbsc-usa.com, or by phone (212) 430-3774 (for banks and
brokers only) or (855) 654-2015 (for all others toll free).
Requests for assistance relating to the terms and conditions of the
Tender Offer may be directed to Deutsche Bank Securities Inc. at
(212) 250-2955 (collect) or (866) 627-0391 (toll free) and TD
Securities (USA) LLC at (212) 827-7795 (collect) or (866) 584-2096
(toll free) or via email at LM@tdsecurities.com. Beneficial owners
may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders with respect to, Notes. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful. The
Tender Offer is being made solely pursuant to the Offer to Purchase
made available to Holders of Notes. None of the Company, the Dealer
Managers, Tender and Information Agent or the trustee with respect
to Notes, or any of their respective affiliates, is making any
recommendation as to whether or not Holders should tender or
refrain from tendering all or any portion of their Notes in
response to the Tender Offer. Holders are urged to evaluate
carefully all information in the Offer to Purchase, consult their
own investment and tax advisers and make their own decisions
whether to tender Notes in the Tender Offer, and, if so, the
principal amount of Notes to tender.
About Motorola Solutions, Inc.
Motorola Solutions is a global leader in public safety and
enterprise security. Our solutions in land mobile radio
communications, video security & access control and command
center software, bolstered by managed & support services,
create an integrated technology ecosystem to help make communities
safer and businesses stay productive and secure. We are ushering in
a new era in public safety and security. Learn more at
www.motorolasolutions.com.
Cautionary Statement Concerning Forward-Looking
Statements
This press release contains "forward-looking statements" within
the meaning of applicable federal securities law. These statements
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and generally include
words such as “believes,” “expects,” “intends,” “anticipates,”
“estimates” and similar expressions. 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 offer, including the timing, size, pricing or
other terms of the tender offer, 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 offer 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 fiscal year ended December 31, 2021 and
its Quarterly Report on Form 10-Q for the quarterly period ended
April 2, 2022, which is on file with the Securities and Exchange
Commission (“SEC”) and available at the SEC’s website at
www.sec.gov.
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version on businesswire.com: https://www.businesswire.com/news/home/20220514005015/en/
Investor Contact: Tim Yocum Motorola Solutions +1
847-576-6899 Tim.Yocum@motorolasolutions.com
Media Contact: Alexandra Reynolds Motorola Solutions +1
312-965-3968 alexandra.reynolds@motorolasolutions.com
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