August 10, 2020
Motorola Solutions Announces Increase to $315 million Aggregate Purchase Price of Tender Offer for Certain of its Outstanding Debt
CHICAGO– August 10, 2020 – Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced today that it has increased the aggregate purchase price of its debt tender offer to purchase for cash up to the Maximum Waterfall Tender Amount (as defined below) in aggregate purchase price of the Company’s outstanding securities listed in the Table below (each a “Security and collectively the “Securities”), subject to the Acceptance Priority Levels as defined below (the “Offer”).
The “Maximum Waterfall Tender Amount” has been increased from (i) an aggregate purchase price equal to $215 million to (ii) an aggregate purchase price equal to $315 million. All other terms of the tender offer remain unchanged.
The tender offer is intended to allow the Company to issue new debt securities to fund the repurchase of the Securities, thereby extending the maturity date of its debt securities. The Company expects to fund the tender offer with the proceeds from the issuance and sale of debt securities in one or more capital markets transactions, together with available cash on hand.
The “Maximum Waterfall Tender Amount” has been increased from (i) an aggregate purchase price equal to $215 million to (ii) an aggregate purchase price equal to $315 million. All other terms of the tender offer remain unchanged.
The tender offer is intended to allow the Company to issue new debt securities to fund the repurchase of the Securities, thereby extending the maturity date of its debt securities. The Company expects to fund the tender offer with the proceeds from the issuance and sale of debt securities in one or more capital markets transactions, together with available cash on hand.
Securities Subject to the Offer
| Title of Security | Principal Amount Outstanding | CUSIP/ISIN | Acceptance Priority Level | Early Tender Premium(1) | Reference U.S. Treasury Security | Bloomberg Reference Page/Screen | Fixed Spread (basis points) | |||
7.500% Debentures due 2025 |
| CUSIP: 620076 AH2 ISIN: US620076AH21 | 1 | $50.00 |
| PX1 | 145 | |||
| 6.500% Debentures due 2025 |
| CUSIP: 620076 AK5 ISIN: US620076AK59 | 2 | $50.00 |
| PX1 | 145 | |||
|
| CUSIP: 620076 BC2 ISIN: US620076BC25 | 3 | $50.00 |
| PX1 | 50 | |||
4.000% Senior Notes due 2024 |
| CUSIP: 620076 BF5 ISIN: US620076BF55 | 4 | $50.00 |
| PX1 | 85 |
(1) The total consideration payable for each $1,000 principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase by us includes the applicable Early Tender Premium. In addition, holders whose Securities are accepted will also receive accrued interest on such Securities.
Subject to the Maximum Waterfall Tender Amount, the amounts of each series of Securities that are purchased in the Offer will be determined in accordance with the acceptance priority levels specified in the table above (the “Acceptance Priority Levels”), with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level.
The tender offer is being made pursuant to, and is subject to the satisfaction or waiver of the terms and conditions, including a financing condition relating to the receipt of net proceeds from the completion of our issuance and sale of debt securities in one or more capital markets transactions, set forth in the Offer to Purchase, dated August 10, 2020, and the related Letter of Transmittal (as they may each be amended or supplemented from time to time, the “Offer Documents”). The tender offer will expire at midnight, New York City time, at the end of September 4, 2020, unless extended or terminated (the “Expiration Date”). Tenders of Securities may be properly withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 21, 2020, but may not be properly withdrawn thereafter, except where additional withdrawal rights are required by law.
Holders of Securities that are validly tendered and not properly withdrawn at or prior to 5:00 p.m., New York City time, on August 21, 2020 (unless extended, the “Early Tender Deadline”) and accepted for purchase will receive the applicable “Total Consideration,” which includes the applicable early tender premium specified in the table above (the “Early Tender Premium”). Payment for Securities that are validly tendered and not properly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be made as soon as reasonably practicable following the Early Tender Deadline (the “Early Settlement Date”). The Company expects that the Early Settlement Date will be August 25, 2020, the first business day after the Price Determination Date. Holders of Securities who validly tender their Securities following the Early Tender Deadline and at or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” for Securities accepted for purchase, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.
The prices to be paid for each series of Securities subject to the tender offer and accepted for purchase will be determined at 10:00 a.m., New York City time, on the first business day following the Early Tender Deadline (the “Price Determination Date”). Promptly after 10:00 a.m., New York City time, on the Price Determination Date, the Company will issue a press release specifying, among other things, the Total Consideration for each series of Securities and the aggregate principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase.
Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase.
If the Offer is not fully subscribed as of the Early Tender Deadline, subject to the Maximum Waterfall Tender Amount, Securities validly tendered and not properly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Securities tendered following the Early Tender Deadline, even if such Securities tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities tendered at or prior to the Early Tender Deadline.
Securities of a series may be subject to proration if the aggregate purchase price of the Securities of such series validly tendered and not properly withdrawn would cause the Maximum Waterfall Tender Amount to be exceeded. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Securities following the Early Tender Deadline will not have any of their Securities accepted for purchase.
The Company’s obligation to accept for payment and to pay for the Securities validly tendered in the tender offer is subject to the satisfaction or waiver of the conditions, including a financing condition relating to the receipt of net proceeds from the completion of our issuance and sale of debt securities in one or more capital markets transactions, described in the Offer to Purchase.
Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are serving as the Dealer Managers in connection with the tender offer. The information agent and tender agent is Global Bondholder Services Corporation. The full details of the tender offer, including complete instructions on how to tender Securities, are included in the Offer Documents. Holders are strongly encouraged to read carefully the Offer Documents, including materials incorporated by reference therein, because they will contain important information. Copies of the Offer Documents and related offering materials are available by contacting the information agent at (212) 430-3774 (banks and brokers) or (866) 807-2200 (all others). Questions regarding the tender offer should be directed to Deutsche Bank Securities Inc., at 60 Wall Street, New York, NY 10005, telephone (866) 627-0391 (toll free) or (212) 250-2955 (collect), Attn: Liability Management Group or Goldman Sachs & Co. LLC, at 200 West Street, New York NY 10282, telephone (800) 828-3182 (toll free) or (212) 902-6351 (collect), Attn: Liability Management Group.
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the information agent and tender agent or the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to the tender offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The tender offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Motorola Solutions, Inc.
Motorola Solutions is a global leader in mission-critical communications and analytics. Our technology platforms in mission-critical communications, command center software and video security & analytics, bolstered by managed & support services, make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new era in public safety and security. Learn more at www.motorolasolutions.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. 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, 2019 and its Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020, which is on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.
The tender offer is being made pursuant to, and is subject to the satisfaction or waiver of the terms and conditions, including a financing condition relating to the receipt of net proceeds from the completion of our issuance and sale of debt securities in one or more capital markets transactions, set forth in the Offer to Purchase, dated August 10, 2020, and the related Letter of Transmittal (as they may each be amended or supplemented from time to time, the “Offer Documents”). The tender offer will expire at midnight, New York City time, at the end of September 4, 2020, unless extended or terminated (the “Expiration Date”). Tenders of Securities may be properly withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 21, 2020, but may not be properly withdrawn thereafter, except where additional withdrawal rights are required by law.
Holders of Securities that are validly tendered and not properly withdrawn at or prior to 5:00 p.m., New York City time, on August 21, 2020 (unless extended, the “Early Tender Deadline”) and accepted for purchase will receive the applicable “Total Consideration,” which includes the applicable early tender premium specified in the table above (the “Early Tender Premium”). Payment for Securities that are validly tendered and not properly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be made as soon as reasonably practicable following the Early Tender Deadline (the “Early Settlement Date”). The Company expects that the Early Settlement Date will be August 25, 2020, the first business day after the Price Determination Date. Holders of Securities who validly tender their Securities following the Early Tender Deadline and at or prior to the Expiration Date will only receive the applicable “Tender Offer Consideration” for Securities accepted for purchase, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.
The prices to be paid for each series of Securities subject to the tender offer and accepted for purchase will be determined at 10:00 a.m., New York City time, on the first business day following the Early Tender Deadline (the “Price Determination Date”). Promptly after 10:00 a.m., New York City time, on the Price Determination Date, the Company will issue a press release specifying, among other things, the Total Consideration for each series of Securities and the aggregate principal amount of Securities validly tendered at or prior to the Early Tender Deadline and accepted for purchase.
Payments for Securities purchased will include accrued and unpaid interest from and including the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase.
If the Offer is not fully subscribed as of the Early Tender Deadline, subject to the Maximum Waterfall Tender Amount, Securities validly tendered and not properly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Securities tendered following the Early Tender Deadline, even if such Securities tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities tendered at or prior to the Early Tender Deadline.
Securities of a series may be subject to proration if the aggregate purchase price of the Securities of such series validly tendered and not properly withdrawn would cause the Maximum Waterfall Tender Amount to be exceeded. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Securities following the Early Tender Deadline will not have any of their Securities accepted for purchase.
The Company’s obligation to accept for payment and to pay for the Securities validly tendered in the tender offer is subject to the satisfaction or waiver of the conditions, including a financing condition relating to the receipt of net proceeds from the completion of our issuance and sale of debt securities in one or more capital markets transactions, described in the Offer to Purchase.
Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC are serving as the Dealer Managers in connection with the tender offer. The information agent and tender agent is Global Bondholder Services Corporation. The full details of the tender offer, including complete instructions on how to tender Securities, are included in the Offer Documents. Holders are strongly encouraged to read carefully the Offer Documents, including materials incorporated by reference therein, because they will contain important information. Copies of the Offer Documents and related offering materials are available by contacting the information agent at (212) 430-3774 (banks and brokers) or (866) 807-2200 (all others). Questions regarding the tender offer should be directed to Deutsche Bank Securities Inc., at 60 Wall Street, New York, NY 10005, telephone (866) 627-0391 (toll free) or (212) 250-2955 (collect), Attn: Liability Management Group or Goldman Sachs & Co. LLC, at 200 West Street, New York NY 10282, telephone (800) 828-3182 (toll free) or (212) 902-6351 (collect), Attn: Liability Management Group.
None of the Company or its affiliates, their respective boards of directors, the dealer managers, the information agent and tender agent or the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to the tender offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
This news release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The tender offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
About Motorola Solutions, Inc.
Motorola Solutions is a global leader in mission-critical communications and analytics. Our technology platforms in mission-critical communications, command center software and video security & analytics, bolstered by managed & support services, make cities safer and help communities and businesses thrive. At Motorola Solutions, we are ushering in a new era in public safety and security. Learn more at www.motorolasolutions.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. 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, 2019 and its Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020, which is on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.