June 7, 2011
Motorola Solutions Announces Consideration for Its Cash Tender Offer
SCHAUMBURG, Ill., June 7, 2011 – Motorola Solutions, Inc. (NYSE: MSI) announced today the reference yields, total consideration and the tender consideration for each series of debt securities (collectively, the “notes”) subject to its previously announced cash tender offer (the “tender offer”). The reference yields were calculated by the Lead Dealer Managers, Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC at 10 a.m., Eastern Daylight Time, today. The total consideration for each series of notes is determined by reference to a fixed spread specified for each series of the notes over the applicable reference yield, in each case as set forth in the table below, and is payable in respect of notes validly tendered and not validly withdrawn on or before 5 p.m., Eastern Daylight Time, June 6, 2011 (the “early tender date”) and accepted for purchase pursuant to the terms of the tender offer. Holders of notes who validly tender their notes after the early tend er date and on or before 12 midnight, Eastern Daylight Time, on the expiration date (as defined below) will receive the applicable tender consideration per $1,000 principal amount of such notes 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 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, which is currently expected to be Tuesday, June 21, 2011.
| Title of Security | Acceptance Priority Level | Reference U.S. Treasury Security | Reference Yield | Fixed Spread (basis points) | Total Consideration per $1,000 Principal Amount(1) | Early Tender Premium per $1,000 Principal Amount | Tender Consideration per $1,000 Principal Amount |
| 6.500% Debentures due 2028 | 1 | 4.75% due 2/15/2041 | 4.28% |
115
| $1,119.89 | $50.00 | $1,069.89 |
| 6.500% Debentures due 2025 | 2 | 3.125% due 5/15/2021 | 3.03% | 210 | $1,136.51 | $50.00 | $1,086.51 |
| 6.625% Senior Notes due 2037 | 3 | 4.75% due 2/15/2041 | 4.28% | 120 | $1,159.35 | $50.00 | $1,109.35 |
| 6.000% Senior Notes due 2017 | 4 | 2.00% due 4/30/2016 | 1.58% | 155 | $1,165.44 | $50.00 | $1,115.44 |
| 7.500% Debentures due 2025 | 5 | 3.125% due 5/15/2021 | 3.03% | 240 | $1,199.78 | $50.00 | $1,149.78 |
The tender offer will expire at 12 midnight, Eastern Daylight Time, on June 20, 2011, unless extended (the “expiration date”). Holders of notes who tendered their notes on or before 5 p.m., Eastern Daylight Time, on June 6, 2011 (the “withdrawal date”) may no longer withdraw their notes, unless otherwise required by law. Holders of notes who tender their notes after the withdrawal date may not withdraw their notes, unless otherwise required by law.
The terms and conditions of the tender offer are set forth in an Offer to Purchase dated May 23, 2011, as amended, and a related Letter of Transmittal. Motorola Solutions will accept for purchase up to $540,000,000 combined aggregate principal amount of notes. Since the combined aggregate principal amount of tendered notes exceeds $540,000,000, the notes will be purchased in accordance with the acceptance priority levels set forth above, with 1 being the highest Acceptance Priority Level and 5 being the lowest Acceptance Priority Level. All notes validly tendered 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 , as amended, will be subject to proration so that the company will only accept for purchase notes up to a combined aggregate principal amount of $540,000,000. Accordingly, notes with Acceptance Priority Level 4 and Acceptance Priority Level 5 as described in the Offer to Purchase , as amended, will not be accepted for purchase pursuant to the tender offer. 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.
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. LLC 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, as amended, 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 notes 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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