Motorola Solutions, Inc. (NYSE: MSI) announced today the
reference yields, total consideration and the tender consideration
for each series of debt securities (collectively, the “notes”)
subject to its previously announced cash tender offer (the “tender
offer”). The reference yields were calculated by the Lead Dealer
Managers, Goldman, Sachs & Co., Citigroup Global Markets Inc.
and Credit Suisse Securities (USA) LLC at 10 a.m., Eastern Daylight
Time, today. The total consideration for each series of notes is
determined by reference to a fixed spread specified for each series
of the notes over the applicable reference yield, in each case as
set forth in the table below, and is payable in respect of notes
validly tendered and not validly withdrawn on or before 5 p.m.,
Eastern Daylight Time, June 6, 2011 (the “early tender date”) and
accepted for purchase pursuant to the terms of the tender offer.
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 (as defined below) will receive the applicable
tender consideration per $1,000 principal amount of such notes
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 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, which is currently expected to be Tuesday,
June 21, 2011.
Title of Security
Acceptance Priority
Level
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis
points)
Total Consideration per
$1,000 Principal Amount(1)
Early Tender Premium per
$1,000 Principal Amount
Tender Consideration per
$1,000 Principal Amount
6.500% Debentures due 2028
1 4.75% due
2/15/2041 4.276% 115 $ 1,119.89 $50.00
$1,069.89 6.500% Debentures due 2025
2
3.125% due 5/15/2021 3.033% 210 $ 1,136.51
$50.00 $1,086.51 6.625% Senior Notes due 2037
3 4.75% due 2/15/2041 4.276% 120
$ 1,159.35 $50.00 $1,109.35 6.000% Senior Notes due
2017
4 2.00% due 4/30/2016 1.577%
155 $ 1,165.44 $50.00 $1,115.44 7.500%
Debentures due 2025
5 3.125% due 5/15/2021
3.033% 240 $ 1,199.78 $50.00
$1,149.78
(1) Total consideration per $1,000
principal amount of notes includes the early tender premium of $50
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 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 terms and conditions of the tender offer are set forth in an
Offer to Purchase dated May 23, 2011, as amended, and a related
Letter of Transmittal. 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 above, with 1 being
the highest Acceptance Priority Level and 5 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, 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, will not be accepted for purchase pursuant
to the tender offer. 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,
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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