Motorola Solutions, Inc. (NYSE: MSI) (the "Company") announced today the pricing terms of its previously announced 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 debt securities listed in the Table below (collectively, the "Securities"), subject to the Acceptance Priority Levels as defined below. The "Maximum Waterfall Tender Amount" is an aggregate purchase price equal to $315 million. The Company also announced the principal amount of each series of Securities that it expects to accept pursuant to the tender offer, subject to the satisfaction of waiver of certain conditions, as described below. The tender offer is being made upon and is subject to the terms and conditions 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 "Total Consideration" for each series of Securities is payable to holders of the Securities who validly tendered and did not properly withdraw their Securities at or prior to 5:00 p.m., New York City time, on August 21, 2020 (the "Early Tender Deadline") and whose Securities are accepted for purchase by the Company. The Reference Yields listed in the table below were determined at 10:00 a.m., New York City time, on August 24, 2020 (the "Price Determination Date") by the dealer managers. Payments for Securities purchased in connection with the Early Tender Deadline will also 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 early settlement date for such Securities accepted for purchase, which is currently expected to be August 25, 2020 (the "Early Settlement Date").
Securities Subject to the Tender Offer
Title of Security
7.500% Debentures due 2025
CUSIP: 620076 AH2
0.250% U.S.T. due 07/31/25
6.500% Debentures due 2025
CUSIP: 620076 AK5
0.250% U.S.T. due 07/31/25
3.500% Senior Notes due 2023
CUSIP: 620076 BC2
0.125% U.S.T. due 07/15/23
4.000% Senior Notes due 2024
CUSIP: 620076 BF5
0.250% U.S.T. due 07/31/25
Expected to be accepted for purchase, and paid for, on the Early Settlement Date.
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 an early tender premium of $50. In addition, holders whose Securities are accepted will also receive accrued interest on such Securities.
As listed in the table above, the Company expects to accept for purchase, and pay for, $2,737,000 aggregate principal amount of its 7.500% Debentures due 2025, $2,611,000 aggregate principal amount of its 6.500% Debentures due 2025, $275,971,000 aggregate principal amount of its 3.500% Senior Notes due 2023, and $11,583,000 aggregate principal amount of its 4.00% Senior Notes due 2024, on the Early Settlement Date.
The Company’s obligation to accept for payment and pay for the Securities validly tendered in the tender offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase.
Although the tender offer is scheduled to expire at midnight, New York City time, at the end of September 4, 2020, unless extended or terminated, because the tender offer was fully subscribed as of the Early Tender Deadline, the Company does not expect to accept for purchase any Securities tendered after the Early Tender Deadline.
Securities not accepted for purchase will be promptly returned or credited to the holder’s account. The withdrawal deadline of 5:00 p.m., New York City time, on August 21, 2020 has passed and, accordingly, Securities validly tendered in the tender offer may no longer be withdrawn except where additional withdrawal rights are required by law.
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 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 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, video security & analytics, bolstered by managed & support services, make communities safer and help businesses stay productive and secure. 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.
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