CHICAGO–(BUSINESS WIRE)–Motorola Solutions announced today that it has commenced a cash tender offer for up to $275,000,000 aggregate principal amount, as may be increased or decreased by the Company, of its 4.000% Senior Notes due 2024. The Company expects to fund the repurchase of notes accepted for payment in the Tender Offer with the proceeds from the issuance and sale of debt securities in one or more capital markets transactions.
The Maximum Amount represents the aggregate principal amount of Notes subject to the Tender Offer. The Company expressly reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Maximum Amount, without extending withdrawal rights and/or terminate the Tender Offer at any time prior to the Expiration Date (as defined below). If Holders (as defined below) tender more Notes in the Tender Offer than they expect to be accepted for purchase by the Company based on the Maximum Amount and the Company subsequently accepts more than such Holders expected of such Notes tendered as a result of an increase of the Maximum Amount, such Holders will not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase.
The Tender Offer is summarized in the table below:
|
Title of Notes |
CUSIP/ISIN |
Principal |
Maximum |
UST |
Bloomberg |
Fixed |
Early |
|||||||
|
4.000% Senior Notes due 2024 |
620076BF5 /US620076BF55 |
|
$588,417,000 |
|
$275,000,000 |
|
2.500% UST |
|
PX1 |
|
85 |
|
$30 |
|
(1) |
The Maximum Amount of $275,000,000 represents the aggregate principal amount of Notes that will be purchased in the Tender Offer. The Company may increase or decrease the Maximum Amount as described in the Offer to Purchase (as defined below). |
|
|
(2)
|
The page on Bloomberg from which the Dealer Managers (as defined below) will quote the bid side price of the U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security. |
|
|
(3)
|
Per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. |
The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 17, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Tender Offer. The Tender Offer is open to all registered holders (individually, a “Holder” and collectively, the “Holders”) of Notes. The purpose of the Tender Offer is to repurchase a portion of the Company’s outstanding indebtedness and to extend the average maturity of the Company’s long-term indebtedness.
Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 31, 2022 (the “Early Tender Date”) will be eligible to receive the Total Consideration, which includes the Early Tender Payment. Notes validly tendered after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on June 14, 2022 (the “Expiration Date”) will be eligible to receive the Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment.
The Total Consideration payable by the Company for Notes will be a price per $1,000 principal amount based on the yield to maturity of the U.S. Treasury reference security specified in the table above (the “UST Reference Security”), as determined at 9:00 a.m., New York City time, on June 1, 2022 (unless otherwise extended by the Company as described in the Offer to Purchase), plus a fixed spread, calculated in accordance with the Offer to Purchase.
The settlement date for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be June 2, 2022, the second business day after the Early Tender Date (the “Early Settlement Date”). The settlement date for Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase is expected to be June 16, 2022, the second business day after the Expiration Date (the “Final Settlement Date,” and along with the Early Settlement Date, each a “Settlement Date”), if the Maximum Amount is not purchased on the Early Settlement Date.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest (“Accrued Interest”) on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date.
Holders who tender their Notes at or prior to 5:00 p.m., New York City time, on May 31, 2022 (such date and time, as it may be extended, the “Withdrawal Deadline”) may withdraw such tendered Notes at any time at or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, Holders who have tendered their Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Notes unless the Company is required to extend withdrawal rights under applicable law.
The Tender Offer is not conditioned on any minimum principal amount of Notes being validly tendered; however, the Company’s obligation to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction of or, where applicable, the Company’s waiver of the conditions, including a financing condition and certain other general conditions, as described in the Offer to Purchase.
The Company has retained Deutsche Bank Securities Inc. and TD Securities (USA) LLC to act as Dealer Managers (the “Dealer Managers”, and each a “Dealer Manager”) for the Tender Offer. Global Bondholder Services Corporation has been retained to act as the Tender and Information Agent for the Tender Offer. Requests for assistance relating to the procedures for tendering Notes may be directed to the Tender and Information Agent either by email at contact@gbsc-usa.com, or by phone (212) 430-3774 (for banks and brokers only) or (855) 654-2015 (for all others toll free). Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to Deutsche Bank Securities Inc. at (212) 250-2955 (collect) or (866) 627-0391 (toll free) and TD Securities (USA) LLC at (212) 827-7795 (collect) or (866) 584-2096 (toll free) or via email at LM@tdsecurities.com. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
About Motorola Solutions, Inc.
Motorola Solutions is a global leader in public safety and enterprise security. Our solutions in land mobile radio communications, video security & access control and command center software, bolstered by managed & support services, create an integrated technology ecosystem to help make communities safer and businesses stay productive and secure. We are ushering in a new era in public safety and security. Learn more at www.motorolasolutions.com.