Motorola Solutions, Inc. (NYSE: MSI) announced today that it has
commenced a cash tender offer to purchase up to $400 million
combined aggregate principal amount of certain specified series of
its outstanding debt securities. The terms and conditions of the
tender offer are set forth in an Offer to Purchase dated today and
a related Letter of Transmittal.
In the tender offer, Motorola Solutions is offering to purchase,
subject to certain conditions, up to $400 million combined
aggregate principal amount of the 6.500% Debentures due 2028, the
6.500% Debentures due 2025, the 6.625% Senior Notes due 2037, the
6.000% Senior Notes due 2017 and the 7.500% Debentures due 2025
(collectively, the “notes”), in accordance with the acceptance
priority levels listed in the table below:
Title of Security
CUSIP/ISINNumbers
AggregatePrincipalAmountOutstanding
AcceptancePriority Level
Reference U.S. Treasury
Security
BloombergReferencePage
FixedSpread(basispoints)
EarlyTenderPremium(1) 6.500%
Debenturesdue 2028 620076AP4 $ 210,227,000
1 4.75% due
2/15/2041 BBTN 115 $50.00 6.500% Debenturesdue 2025 620076AK5 $
313,900,000
2 3.125% due 5/15/2021 BBTN 210 $50.00 6.625%
Senior Notesdue 2037 620076BA6 $ 224,761,000
3 4.75% due
2/15/2041 BBTN 120 $50.00 6.000% Senior Notesdue 2017 620076AZ2 $
400,000,000
4 2.00% due 4/30/2016 BBTN 155 $50.00 7.500%
Debenturesdue 2025 620076AH2 $ 346,930,000
5 3.125% due
5/15/2021 BBTN 240 $50.00
(1) Per 1,000 principal amount of notes.
The tender offer will expire at 12 midnight, Eastern Daylight
Time, on June 20, 2011, unless extended (the “expiration date”).
Holders of notes subject to the tender offer must validly tender
and not validly withdraw their notes on or before 5 p.m., Eastern
Daylight Time, on June 6, 2011, unless extended (the “early tender
date”), to be eligible to receive the total consideration (as
described below). Holders of notes who validly tender their notes
after the early tender date and on or before 12 midnight, Eastern
Daylight Time, on the expiration date will receive the tender
consideration per $1,000 principal amount of notes tendered by such
holders that are 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 of
notes subject to the tender offer who tender their notes before the
early tender date may not withdraw their notes after 5 p.m.,
Eastern Daylight Time, on June 6, 2011 (the “withdrawal date”),
unless otherwise required by law. Holders of notes subject to the
tender offer who tender their notes after the withdrawal date may
not withdraw their notes, unless otherwise required by law.
The total consideration for each $1,000 principal amount of
notes tendered and accepted for purchase pursuant to the tender
offer will be determined in the manner described in the Offer to
Purchase by reference to a fixed spread specified for each series
of the notes over the yield based on the bid side price of the U.S.
Treasury Security specified in the table above, as calculated by
the lead dealer managers at 10 a.m., Eastern Daylight Time, on June
7, 2011. 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. Subject to the terms
and conditions of the tender offer, the settlement date will follow
promptly after the expiration date and currently is expected to be
Tuesday, June 21, 2011.
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. The amounts of each
series of notes that are purchased in the tender offer will be
determined in accordance with the acceptance priority levels set
forth in the Offer to Purchase, with 1 being the highest Acceptance
Priority Level and 5 being the lowest Acceptance Priority Level.
All notes validly tendered and not validly withdrawn 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 may be
subject to proration so that the company will only accept for
purchase notes up to a combined aggregate principal amount of
$400,000,000.
The Offer to Purchase and related Letter of Transmittal also
address certain U.S. federal income tax issues relating to the
tender offer. Holders should seek their own advice based on their
particular circumstances from an independent tax advisor.
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. Incorporated 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 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 debt securities 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.
About Motorola Solutions
Motorola Solutions is a leading provider of mission-critical
communication products and services for enterprise and government
customers. Through leading-edge innovation and communications
technology, it is a global leader that enables its customers to be
their best in the moments that matter. Motorola Solutions trades on
the New York Stock Exchange under the ticker “MSI.” To learn more,
visit www.motorolasolutions.com. For ongoing news, please visit
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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. ©2011 Motorola Solutions, Inc.
All rights reserved.
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