May 23, 2011
Motorola Solutions Announces a Cash Tender Offer for up to $400 million of Certain of its Outstanding Debt Securities
SCHAUMBURG, Ill., May 23, 2011 – Motorola Solutions, Inc. (NYSE: MSI) announced today that it has commenced a cash tender offer to purchase up to $400 million combined aggregate principal amount of certain specified series of its outstanding debt securities. The terms and conditions of the tender offer are set forth in an Offer to Purchase dated today and a related Letter of Transmittal.
In the tender offer, Motorola Solutions is offering to purchase, subject to certain conditions, up to $400 million combined aggregate principal amount of the 6.500% Debentures due 2028, the 6.500% Debentures due 2025, the 6.625% Senior Notes due 2037, the 6.000% Senior Notes due 2017 and the 7.500% Debentures due 2025 (collectively, the “notes”), in accordance with the acceptance priority levels listed in the table below:
|Title of Security||CUSIP/ISIN Numbers||Aggregate Principal Amount Outstanding||Acceptance Priority Level||Reference U.S. Treasury Security||Bloomberg Reference Page||Fixed Spread (basis points)||EarlyTender Premium (1)|
|6.500% Debentures due 2028||620076AP4||$210,227,000||1||4.75% due 2/15/2041||BBTN||115||$50.00|
|6.500% Debentures due 2025||620076AK5||$313,900,000||2||3.125% due 5/15/2021||BBTN||210||$50.00|
|6.625% Senior Notes due 2037||620076BA6||$224,761,000||3||4.75% due 2/15/2041||BBTN||120||$50.00|
|6.000% Senior Notes due 2017||620076AZ2||$400,000,000||4||2.00% due 4/30/2016||BBTN||155||$50.00|
|7.500% Debentures due 2025||620076AH2||$346,930,000||5||3.125% due 5/15/2021||BBTN||240||$50.00|
(1) Per 1,000 principal amount of notes.
The tender offer will expire at 12 midnight, Eastern Daylight Time, on June 20, 2011, unless extended (the “expiration date”). Holders of notes subject to the tender offer must validly tender and not validly withdraw their notes on or before 5 p.m., Eastern Daylight Time, on June 6, 2011, unless extended (the “early tender date”), to be eligible to receive the total consideration (as described below). Holders of notes who validly tender their notes after the early tender date and on or before 12 midnight, Eastern Daylight Time, on the expiration date will receive the tender consideration per $1,000 principal amount of notes tendered by such holders that are accepted for purchase, which is equal to the applicable total consideration minus the applicable early tender premium of $50.00 per $1,000 principal amount of notes. Holders of notes subject to the tender offer who tender their notes before the early tender date may not withdraw their notes after 5 p.m., Eastern Daylight Time, on June 6, 2011 (the “withdrawal date”), unless otherwise required by law. Holders of notes subject to the tender offer who tender their notes after the withdrawal date may not withdraw their notes, unless otherwise required by law.
The total consideration for each $1,000 principal amount of notes tendered and accepted for purchase pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Security specified in the table above, as calculated by the lead dealer managers at 10 a.m., Eastern Daylight Time, on June 7, 2011. Holders whose notes are accepted for purchase pursuant to the tender offer will also receive accrued and unpaid interest on their purchased notes from the last interest payment date for such notes to, but excluding, the settlement date. Subject to the terms and conditions of the tender offer, the settlement date will follow promptly after the expiration date and currently is expected to be Tuesday, June 21, 2011.
The tender offer is not conditioned upon any minimum amount of notes being tendered, and, subject to applicable law, the tender offer may be amended, extended or terminated. The amounts of each series of notes that are purchased in the tender offer will be determined in accordance with the acceptance priority levels set forth in the Offer to Purchase, with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level. All notes validly tendered and not validly withdrawn in the tender offer having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level are accepted in the tender offer. Notes of the series in the lowest acceptance priority level accepted for purchase in accordance with the terms and conditions set forth in the Offer to Purchase may be subject to proration so that the company will only accept for purchase notes up to a combined aggregate principal amount of $400,000,000.
The Offer to Purchase and related Letter of Transmittal also address certain U.S. federal income tax issues relating to the tender offer. Holders should seek their own advice based on their particular circumstances from an independent tax advisor.
Motorola Solutions has retained Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC to serve as the Lead Dealer Managers for the tender offer. Motorola Solutions has retained BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated to serve as the Co-Dealer Managers for the tender offer. Goldman, Sachs & Co. may be contacted at (800) 828-3182 (toll free) or (212) 902-5128 (collect), Citigroup Global Markets Inc. may be contacted at (800) 558-3745 (toll free) or (212) 723-6106 (collect) and Credit Suisse Securities (USA) LLC may be contacted at (800) 820-1653 (toll free) or (212) 325-5912 (collect). Motorola Solutions has also retained Global Bondholder Services Corporation to serve as the Depositary and the Information Agent for the tender offer.
This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Motorola Solutions by Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, or one or more registered brokers or dealers under the laws of such jurisdiction.
Any questions or requests for assistance or additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to Global Bondholder Services Corporation by phone at (866) 794-2200, or in writing at 65 Broadway - Suite 404, New York, NY, 10006, Attention: Corporate Actions. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the tender offer.
This release contains forward-looking statements with respect to the timing and principal amount of debt securities to be purchased in the cash tender offer, including certain terms and conditions of the tender offer. Although Motorola Solutions believes that the expectations contained in this release are based on reasonable assumptions, no assurance can be given that such expectations will prove to have been correct. Actual results may differ materially from the anticipated results or expectations expressed in this release. Motorola Solutions, Inc. has included in its Annual Report on Form 10-K for the year ended December 31, 2010, cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.
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