UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 21, 2011
Motorola Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 1-7221 | 36-1115800 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1303 East Algonquin Road | ||
| Schaumburg, Illinois | 60196 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (847) 576-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events |
On June 21, 2011, Motorola Solutions, Inc. issued a press release announcing the expiration of its cash tender offer pursuant to which it purchased and retired on June 21, 2011 $540 million aggregate principal amount of certain specified series of its outstanding debt securities. The Company funded the tender offer with cash on hand. A copy of the press release announcing the expiration and completion of its cash tender offer is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit 99.1 | Press release dated June 21, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOTOROLA SOLUTIONS, INC. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ John K. Wozniak | |||||||
| Name: | John K. Wozniak | |||||||
| Title: | Corporate Vice President and Chief Accounting Officer | |||||||
| Dated: June 21, 2011 | ||||||||
EXHIBIT INDEX
| Number | Exhibit | |
| Exhibit 99.1 | Press release dated June 21, 2011 | |
Exhibit 99.1
Motorola Solutions Announces Expiration of Its Cash Tender Offer
SCHAUMBURG, Ill., June 21, 2011 – 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 Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered |
Percentage of Outstanding Amount Tendered | |||||
| 6.500% Debentures due 2028 |
620076AP4 | $210,227,000 | 1 | $173,764,000 | 82.66% | |||||
| 6.500% Debentures due 2025 |
620076AK5 | $313,900,000 | 2 | $196,008,000 | 62.44% | |||||
| 6.625% Senior Notes due 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 our media center or subscribe to our news feed.
Media Contact:
Nick Sweers
Motorola Solutions
+1 847-576-2462
nicholas.sweers@motorolasolutions.com
Investor Contact:
Shep Dunlap
Motorola Solutions
+1 847-576-6899
shep.dunlap@motorolasolutions.com
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.