Motorola Solutions, Inc. (NYSE: MSI) announced today that it has
increased the combined aggregate principal amount of debt
securities (collectively, the “notes”) that it is offering to
purchase subject to its previously announced cash tender offer (the
“tender offer”) from $400,000,000 to $540,000,000. Except as
amended by this news release, all other terms and conditions of the
tender offer as described in the Offer to Purchase dated May 23,
2011 and related Letter of Transmittal remain unchanged.
Motorola Solutions also announced that, pursuant to the tender
offer, in excess of $540,000,000 in the aggregate principal amount
of notes were validly tendered and not validly withdrawn on or
before 5 p.m., Eastern Daylight Time, on Monday, June 6, 2011 (the
“early tender date”), according to information provided by Global
Bondholder Services Corporation, the depositary for the tender
offer, as more fully set forth below. The tender offer will expire
at 12 midnight, Eastern Daylight Time, on June 20, 2011, unless
extended (the “expiration date”).
Motorola Solutions will accept for purchase up to $540,000,000
combined aggregate principal amount of notes. Since the combined
aggregate principal amount of tendered notes exceeds $540,000,000,
the notes will be purchased in accordance with the acceptance
priority levels set forth below, with 1 being the highest
Acceptance Priority Level and 3 being the lowest Acceptance
Priority Level. All notes validly tendered 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, as
amended hereby, will be subject to proration so that the company
will only accept for purchase notes up to a combined aggregate
principal amount of $540,000,000. Accordingly, notes with
Acceptance Priority Level 4 and Acceptance Priority Level 5 as
described in the Offer to Purchase, as amended hereby, will not be
accepted for purchase pursuant to the tender offer.
Title of Security CUSIP/ISIN Numbers
Aggregate Principal Amount
Outstanding
Acceptance Priority
Level
Principal Amount
Tendered
Percentage of Outstanding
Amount Tendered
6.500% Debenturesdue 2028 620076AP4 $ 210,227,000
1
$173,398,000 82.48% 6.500% Debenturesdue 2025 620076AK5 $
313,900,000
2 $195,408,000 62.25% 6.625% Senior Notesdue
2037 620076BA6 $ 224,761,000
3 $204,323,000 90.91%
Holders of notes subject to the tender offer who validly
tendered their notes on or before the early tender date will be
eligible to receive the applicable total consideration (as
described below) for such notes. 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 applicable tender consideration per $1,000 principal
amount of such notes 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 who tendered their notes on or before 5 p.m.,
Eastern Daylight Time, on June 6, 2011 (the “withdrawal date”) may
no longer withdraw their notes, unless otherwise required by law.
Holders of notes 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 therein for each
series of the notes over the yield based on the bid side price of
the U.S. Treasury Security specified in the Offer to Purchase, 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 terms and conditions of the tender offer are set forth in an
Offer to Purchase, as amended hereby, and the Letter of
Transmittal. 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.
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. LLC 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, as amended
hereby, 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 notes 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
our media center or subscribe to our news feed.
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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