Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced today the
early results of its previously announced 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 $650 million less the aggregate
purchase price of the Any and All Notes validly tendered and accepted
for purchase in the Any and All Offer.
In addition, the Company announced today that it has amended the terms
of the Any and All Offer to change the amount of consideration payable
for Any and All Notes validly tendered and accepted for purchase after
the Early Tender Deadline from the applicable “Tender Offer
Consideration” to the applicable “Total Consideration” for such
Securities. Accordingly, Holders of Any and All Notes who validly tender
such Securities following the Early Tender Deadline and at or prior to
the Expiration Date will now receive the applicable Total Consideration
for such Securities accepted for purchase, which includes the applicable
Early Tender Premium specified in the table below. Subject to this
amendment to the Any and All Offer, the tender offers are being made
upon and are subject to the terms and conditions 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
“Tender Offer Documents”).
As of 5:00 p.m., New York City time, on May 22, 2019 (the “Early Tender
Deadline”), $162,869,000 aggregate principal amount of the Any and All
Notes and $1,013,023,000 aggregate principal amount of the Waterfall
Notes were validly tendered and not properly withdrawn in the tender
offers. The withdrawal deadline of 5:00 p.m., New York City time, on May
22, 2019 has passed and, accordingly, Securities validly tendered in the
tender offers may no longer be withdrawn except where additional
withdrawal rights are required by law.
The following tables set forth certain information regarding the tender
offers, including the aggregate principal amount of each series of
Securities that were validly tendered and not properly withdrawn at or
prior to the Early Tender Deadline.
|
Table I |
||||||||||||||
| Title of Security |
Principal |
CUSIP/ISIN |
Early |
Reference U.S. Treasury |
Bloomberg |
Fixed |
Principal |
|||||||
| 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 | $90,076,000 | |||||||
| 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 | $45,016,000 | |||||||
| 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 | $11,501,000 | |||||||
| 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 | $16,276,000 | |||||||
| (1) |
The total consideration payable for each $1,000 principal amount of Securities validly tendered at or prior to the Expiration Date and accepted for purchase by us includes the Early Tender Premium. In addition, holders whose Securities are accepted will also receive accrued interest on such Securities. |
|
| (2) |
As reported by Global Bondholder Services Corporation, the tender and information agent for the tender offers. |
|
Table II |
||||||||||||||||
|
Title of Security |
Principal |
CUSIP/ISIN |
Acceptance |
Early |
Reference U.S. Treasury |
Bloomberg |
Fixed |
Principal |
||||||||
| 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 | $249,683,000 | ||||||||
| 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 | $454,219,000 | ||||||||
| 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 | $309,121,000 | ||||||||
| (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. |
|
| (2) |
As reported by Global Bondholder Services Corporation, the tender and information agent for the tender offers. |
Subject to the Maximum Waterfall Tender Amount, the amount 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.
Because the aggregate principal amount of validly tendered Waterfall
Notes exceeded the Maximum Waterfall Tender Amount, the Waterfall Notes
will be purchased subject to Acceptance Priority Levels and proration as
described in the Offer to Purchase.
Holders of Securities that were validly tendered and not properly
withdrawn at or prior to the Early Tender Deadline and accepted for
purchase will receive the applicable “Total Consideration,” which
includes the applicable Early Tender Premium specified in the tables
above. 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.
The settlement date for securities tendered at or prior to the Early
Tender Deadline and accepted for purchase is expected to be May 24, 2019
(the “Early Settlement Date”). The Company expects to issue a press
release on May 23, 2019 announcing the Total Consideration payable in
connection with the tender offers.
Although the tender offers are scheduled to expire at midnight, New York
City time, at the end of June 6, 2019, unless extended or terminated
(the “Expiration Date”), because the Waterfall Offer was fully
subscribed as of the Early Tender Deadline, the Company does not expect
to accept for purchase any Waterfall Notes tendered after the Early
Tender Deadline. Securities not accepted for purchase will be promptly
returned or credited to the holder’s account.
The Company’s obligation to accept for payment and pay for the
Securities validly tendered in the tender offers is subject to the
satisfaction or waiver of the conditions, including a financing
condition, described in the Offer to Purchase.
BofA Merrill Lynch and Mizuho Securities are serving as the Lead Dealer
Managers, and Santander, TD Securities and US Bancorp are serving as the
Co-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 Tender
Offer Documents. Holders are strongly encouraged to read carefully the
Tender Offer Documents, including materials incorporated by reference
therein, because they contain important information. Copies of the
Tender 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 is making any recommendation as to whether holders should
tender any Securities in response to any of 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, 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.
MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks
or registered trademarks of Motorola Trademark Holdings, LLC and are
used under license. All other trademarks are the property of their
respective owners. ©2019 Motorola Solutions, Inc. All rights reserved.
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