Motorola Solutions Announces Secondary Offering of Common Stock
September 05 2019 - 9:08AM
Business Wire
Motorola Solutions, Inc. (NYSE:MSI) (the “Company” or “Motorola
Solutions”) announced today an underwritten public offering of
5,471,271 shares of the Company’s common stock by entities
affiliated with Silver Lake (“Selling Securityholders”) to Morgan
Stanley as sole underwriter of the offering.
The offering is expected to close on September 9, 2019 subject
to customary closing conditions. The Selling Securityholders will
receive all of the proceeds from the offering. Motorola Solutions
is not selling any shares and will not receive any proceeds from
the offering.
The Company filed a shelf registration statement (including a
prospectus, File No. 333-230136) on March 7, 2019 with the U.S.
Securities and Exchange Commission (the “SEC”) for the offering to
which this communication relates. Before making any investment
decision, you should read the prospectus in that registration
statement and other documents that the Company has filed with the
SEC that are incorporated by reference in that registration
statement for more complete information about the company and the
offering.
The Company intends to file a prospectus supplement with respect
to the offering. You may obtain these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Copies of the
prospectus supplement and accompanying prospectus relating to the
offering, when available, also may be obtained by writing or
telephoning us at:
Motorola Solutions, Inc. 500 W Monroe Street Chicago, Illinois
60661 Attention: Investor Relations Telephone: (847) 538-7367
Copies of the prospectus supplement, when available, and the
accompanying prospectus relating to the offering may be obtained by
contacting Morgan Stanley at 180 Varick Street, 2nd Floor, New
York, NY 10014, Attention: Prospectus Department.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. The proposed offering of these shares
of common stock is being made only by means of a prospectus
supplement and a related prospectus.
About Motorola Solutions
Motorola Solutions is a global leader in mission-critical
communications. Our technology platforms in communications, command
center software, video security solutions and managed and support
services 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.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of applicable federal securities law. These statements
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and generally include
words such as “believes,” “expects,” “intends,” “anticipates,”
“estimates” and similar expressions. The Company can give no
assurance that any actual or future results or events discussed in
these statements will be achieved. Any forward-looking statements
represent the Company’s views only as of today and should not be
relied upon as representing the Company’s views as of any
subsequent date. Readers are cautioned that such forward-looking
statements are subject to a variety of risks and uncertainties that
could cause the Company’s actual results to differ materially from
the statements contained in this press release. Motorola Solutions
cautions the reader that the risk factors below, as well as those
on pages 9 through 21 in Item 1A of Motorola Solutions’ 2018 Annual
Report on Form 10-K and in its other SEC filings available for free
on the SEC’s website at www.sec.gov and on Motorola Solutions’
website at www.motorolasolutions.com, could cause Motorola
Solutions’ actual results to differ materially from those estimated
or predicted in the forward-looking statements. Many of these risks
and uncertainties cannot be controlled by Motorola Solutions, and
factors that may impact forward-looking statements include, but are
not limited to: (1) the economic outlook for the government
communications industry; (2) the impact of foreign currency
fluctuations on the Company; (3) the level of demand for the
Company's products; (4) the Company's ability to refresh existing
and introduce new products and technologies in a timely manner; (5)
exposure under large systems and managed services contracts,
including risks related to the fact that certain customers require
that the Company build, own and operate their systems, often over a
multi-year period; (6) negative impact on the Company's business
from global economic and political conditions, which may include:
(i) continued deferment or cancellation of purchase orders by
customers; (ii) the inability of customers to obtain financing for
purchases of the Company's products; (iii) increased demand to
provide vendor financing to customers; (iv) increased financial
pressures on third-party dealers, distributors and retailers; (v)
the viability of the Company's suppliers that may no longer have
access to necessary financing; (vi) counterparty failures
negatively impacting the Company’s financial position; (vii)
changes in the value of investments held by the Company's pension
plan and other defined benefit plans, which could impact future
required or voluntary pension contributions; and (viii) the
Company’s ability to access the capital markets on acceptable terms
and conditions; (7) the impact of a security breach or other
significant disruption in the Company’s IT systems, those of its
partners or suppliers or those it sells to or operates or maintains
for its customers; (8) the outcome of ongoing and future tax
matters; (9) the Company's ability to purchase sufficient
materials, parts and components to meet customer demand,
particularly in light of global economic conditions and reductions
in the Company’s purchasing power; (10) risks related to dependence
on certain key suppliers, subcontractors, third-party distributors
and other representatives; (11) the impact on the Company's
performance and financial results from strategic acquisitions or
divestitures; (12) risks related to the Company's manufacturing and
business operations in foreign countries; (13) the creditworthiness
of the Company's customers and distributors, particularly
purchasers of large infrastructure systems; (14) the ownership of
certain logos, trademarks, trade names and service marks including
“MOTOROLA” by Motorola Mobility Holdings, Inc.; (15) variability in
income received from licensing the Company's intellectual property
to others, as well as expenses incurred when the Company licenses
intellectual property from others; (16) unexpected liabilities or
expenses, including unfavorable outcomes to any pending or future
litigation or regulatory or similar proceedings; (17) the impact of
the percentage of cash and cash equivalents held outside of the
United States; (18) the ability of the Company to pay future
dividends due to possible adverse market conditions or adverse
impacts on the Company’s cash flow; (19) the ability of the Company
to complete acquisitions or repurchase shares under its repurchase
program due to possible adverse market conditions or adverse
impacts on the Company’s cash flow; (20) the impact of changes in
governmental policies, laws or regulations; (21) negative
consequences from the Company's use of third party vendors for
various activities, including certain manufacturing operations,
information technology and administrative functions; (22) the
Company’s ability to settle the par value of the 1.75% convertible
senior notes due 2024 that are being issued to Silver Lake
simultaneously to the Offering, in cash and (23) statements
relating to the investment by Silver Lake and the use of the
proceeds and benefits thereof. Motorola Solutions undertakes no
obligation to publicly update any forward-looking statement or risk
factor, whether as a result of new information, future events or
otherwise.
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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Motorola Solutions Media Contact Michael Shore +1 847-867-4221
Michael.Shore@motorolasolutions.com Motorola Solutions Investor
Contact Tim Yocum +1 847-576-6899
Tim.Yocum@motorolasolutions.com
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