Motorola Solutions Announces Expiration of Its Cash Tender Offer
June 21 2011 - 8:30AM
Business Wire
Motorola Solutions, Inc. (NYSE: MSI) announced today the
expiration, as of 12 midnight, Eastern Daylight Time, on June 20,
2011 (the “expiration date”), of its previously announced cash
tender offer (the “tender offer”) for a combined maximum aggregate
principal amount of debt securities (collectively, the “notes”) of
$540,000,000.
According to information provided by Global Bondholder Services
Corporation, the depositary for the tender offer, in excess of
$540,000,000 in the aggregate principal amount of notes with the
three highest acceptance priority levels were validly tendered and
not validly withdrawn on or before the expiration date, as more
fully set forth below. Since the combined aggregate principal
amount of notes tendered with the three highest acceptance priority
levels exceeded $540,000,000, none of the 6.000% Senior Notes due
2017 (Acceptance Priority Level 4) or 7.500% Debentures due 2025
(Acceptance Priority Level 5) will be purchased pursuant to the
tender offer.
Title of Security CUSIP/ISIN Numbers
Aggregate
PrincipalAmountOutstanding
AcceptancePriority Level
PrincipalAmountTendered
Percentage
ofOutstandingAmountTendered
6.500% Debenturesdue 2028 620076AP4 $ 210,227,000
1
$173,764,000 82.66% 6.500% Debenturesdue 2025 620076AK5 $
313,900,000
2 $196,008,000 62.44% 6.625% Senior Notesdue
2037 620076BA6 $ 224,761,000
3 $204,478,000 90.98%
Motorola Solutions has accepted for purchase $540,000,000
combined aggregate principal amount of notes. Upon the terms and
subject to the conditions of the tender offer, Motorola Solutions
has accepted all 6.500% Debentures due 2028 (Acceptance Priority
Level 1) validly tendered and not validly withdrawn, all 6.500%
Debentures due 2025 (Acceptance Priority Level 2) validly tendered
and not validly withdrawn and $170,228,000 in aggregate principal
amount of 6.625% Senior Notes due 2037 (Acceptance Priority Level
3) validly tendered and not validly withdrawn. Notes of the series
in Acceptance Priority Level 3 have been prorated by a proration
factor of approximately 83.29% in the manner described in the
Offer to Purchase, dated May 23, 2011, as amended.
Motorola Solutions expects to make payment for all notes
accepted for purchase, including accrued and unpaid interest on the
notes, in same-day funds, today, June 21, 2011.
Notes tendered in to the tender offer that have not been
accepted for purchase due to the priority acceptance procedures or
due to proration will promptly be returned to the tendering
holders.
Goldman, Sachs & Co., Citigroup Global Markets Inc. and
Credit Suisse Securities (USA) LLC served as the Lead Dealer
Managers for the tender offer and BNP Paribas Securities Corp.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan
Stanley & Co. LLC served 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). Global
Bondholder Services Corporation served as the Depositary and the
Information Agent for 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 and Quarterly
Report on Form 10-Q for the period ended April 2, 2011, 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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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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