May 9, 2019
Motorola Solutions Announces Tender Offers for up to $500 million Aggregate Purchase Price of Outstanding Debt
CHICAGO– May 9, 2019 – Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced today that it has commenced debt tender offers to purchase for cash (i) any and all of the Company’s outstanding securities listed in Table I below (the “Any and All Notes”) (such offer, the “Any and All Offer”), and (ii) up to the Maximum Waterfall Tender Amount (as defined below) in aggregate purchase price of the Company’s outstanding securities listed in Table II below (collectively, the “Waterfall Notes” and, together with the Any and All Notes, the “Securities”), subject to the Acceptance Priority Levels as defined below (such offer, the “Waterfall Offer”). The “Maximum Waterfall Tender Amount” is an aggregate purchase price equal to $500 million less the aggregate purchase price of the Any and All Notes validly tendered and accepted for purchase in the Any and All Offer. The tender offers are intended to allow the Company to issue new debt securities to fund the repurchase of the Securities, thereby extending the maturity date of its near-term debt securities and reducing the amounts outstanding under the higher-cost portion of its debt security portfolio. The Company expects to fund the tender offers with the proceeds from the issuance and sale of debt securities in one or more capital markets transactions, together with available cash on hand.
Table I
Securities Subject to the Any and All Offer
Securities Subject to the Any and All Offer
| Title of Security | Principal Amount Outstanding | CUSIP/ISIN | Early Tender Premium(1) | Reference U.S. Treasury Security | Bloomberg Reference Page/Screen | Fixed Spread (basis points) |
7.500% Senior Notes due 2025 | $346,930,000 | CUSIP: 620076 AH2 ISIN:US620076AH21 | $50.00 | 2.250% U.S.T. due 04/30/24 | PX1 | 165 |
6.500% Senior Notes due 2025 | $117,892,000 | CUSIP: 620076 AK5 ISIN: US620076AK59 | $50.00 | 2.250% U.S.T. due 04/30/24 | PX1 | 170 |
6.500% Senior Notes due 2028 | $36,463,000 | CUSIP: 620076 AP4 ISIN: US620076AP47 | $50.00 | 2.625% U.S.T. due 02/15/29 | PX1 | 195 |
6.625% Senior Notes due 2037 | $54,533,000 | CUSIP: 620076 BA6 ISIN: US620076BA68 | $50.00 | 3.000% U.S.T. due 02/15/49 | PX1 | 285 |
(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.
Table II
Securities Subject to the Waterfall Offer
Securities Subject to the Waterfall 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) |
3.500% Senior Notes due 2021 | $400,000,000 | CUSIP: 620076 BD0 ISIN: US620076BD08 | 1 | $50.00 | 2.250% U.S.T. due 04/30/21 | PX1 | 50 |
3.750% Senior Notes due 2022 | $750,000,000 | CUSIP: 620076 BB4 ISIN: US620076BB42 | 2 | $50.00 | 2.250% U.S.T. due 04/15/22 | PX1 | 50 |
3.500% Senior Notes due 2023 | $600,000,000 | CUSIP: 620076 BC2 ISIN: US620076BC25 | 3 | $50.00 | 2.250% U.S.T. due 04/30/24 | PX1 | 80 |
(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 Waterfall Notes that are purchased in the Waterfall Offer will be determined in accordance with the acceptance priority levels specified in Table II above (the “Acceptance Priority Levels”), with 1 being the highest Acceptance Priority Level and 3 being the lowest Acceptance Priority Level.
The tender offers are being made pursuant to, and are 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 May 9, 2019, and the related Letter of Transmittal (as they may each be amended or supplemented from time to time, the “Offer Documents”). The tender offers will expire at midnight, New York City time, at the end of June 6, 2019, 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 May 22, 2019, 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 May 22, 2019 (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 applicable 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 (such date with respect to the applicable Offer, the “Early Settlement Date”). The Company expects that the Early Settlement Date will be May 24, 2019, 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 offers and accepted for purchase will be determined at 11:00 a.m., New York City time, on the first business day following the Early Tender Deadline (as it may be extended with respect to the applicable offer, the “Price Determination Date”). Promptly after 11:00 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 applicable 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 Waterfall Offer is not fully subscribed as of the Early Tender Deadline, subject to the Maximum Waterfall Tender Amount, Waterfall Notes validly tendered and not properly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Waterfall Notes tendered following the Early Tender Deadline, even if such Waterfall Notes tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Waterfall Notes tendered at or prior to the Early Tender Deadline.
Waterfall Notes of a series may be subject to proration if the aggregate purchase price of the Waterfall Notes of such series validly tendered and not properly withdrawn would cause the Maximum Waterfall Tender Amount to be exceeded. Furthermore, if the Waterfall Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Waterfall Notes following the Early Tender Deadline will not have any of their Waterfall Notes accepted for purchase.
The Company’s obligation to accept for payment and to pay for the Securities validly tendered in the tender offers 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.
BofA Merrill Lynch and Mizuho Securities are serving as the Dealer Managers in connection with the tender offers. The information agent and tender agent is Global Bondholder Services Corporation. The full details of the tender offers, 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 offers should be directed to BofA Merrill Lynch, at (980) 387-3907 or (888) 292-0070 (toll free) or Mizuho Securities, at (212) 205-7736 or (866) 271-7403 (toll free).
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 offers, 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 offers are 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. Our technology platforms in communications, command center software, services and video security and analytics 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 offers and redemption, including the timing, size, pricing or other terms of the tender offers, 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 offers 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 year ended December 31, 2018, which is on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.
The tender offers are being made pursuant to, and are 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 May 9, 2019, and the related Letter of Transmittal (as they may each be amended or supplemented from time to time, the “Offer Documents”). The tender offers will expire at midnight, New York City time, at the end of June 6, 2019, 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 May 22, 2019, 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 May 22, 2019 (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 applicable 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 (such date with respect to the applicable Offer, the “Early Settlement Date”). The Company expects that the Early Settlement Date will be May 24, 2019, 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 offers and accepted for purchase will be determined at 11:00 a.m., New York City time, on the first business day following the Early Tender Deadline (as it may be extended with respect to the applicable offer, the “Price Determination Date”). Promptly after 11:00 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 applicable 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 Waterfall Offer is not fully subscribed as of the Early Tender Deadline, subject to the Maximum Waterfall Tender Amount, Waterfall Notes validly tendered and not properly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to other Waterfall Notes tendered following the Early Tender Deadline, even if such Waterfall Notes tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Waterfall Notes tendered at or prior to the Early Tender Deadline.
Waterfall Notes of a series may be subject to proration if the aggregate purchase price of the Waterfall Notes of such series validly tendered and not properly withdrawn would cause the Maximum Waterfall Tender Amount to be exceeded. Furthermore, if the Waterfall Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Waterfall Notes following the Early Tender Deadline will not have any of their Waterfall Notes accepted for purchase.
The Company’s obligation to accept for payment and to pay for the Securities validly tendered in the tender offers 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.
BofA Merrill Lynch and Mizuho Securities are serving as the Dealer Managers in connection with the tender offers. The information agent and tender agent is Global Bondholder Services Corporation. The full details of the tender offers, 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 offers should be directed to BofA Merrill Lynch, at (980) 387-3907 or (888) 292-0070 (toll free) or Mizuho Securities, at (212) 205-7736 or (866) 271-7403 (toll free).
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 offers, 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 offers are 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. Our technology platforms in communications, command center software, services and video security and analytics 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 offers and redemption, including the timing, size, pricing or other terms of the tender offers, 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 offers 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 year ended December 31, 2018, which is on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.