UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
Motorola Solutions, Inc. (the “Company’) previously issued $1,000,000,000 in aggregate principal amount of its 1.75% Convertible Senior Notes due 2024 (the “2024 Notes”) to investment funds affiliated with Silver Lake Partners (the “Holders”).
The 2024 Notes are convertible into Company common stock based on a conversion rate of 4.9843 as of the date of this report, per $1,000 principal amount of the 2024 Notes.
On February 14, 2024, the Company has agreed with the Holders to purchase the $1,000,000,000 in principal amount of the 2024 Notes for aggregate consideration of $1.59 billion in cash, inclusive of conversion premium. Payment for the purchase is expected to occur in full on or before March 28, 2024.
As a result of the purchase of the 2024 Notes, no principal amount of the 2024 Notes will remain outstanding. The Company’s reported full year 2023 diluted common shares outstanding had included 1.5 million shares of Company common stock related to the 2024 Notes, which will no longer be dilutive.
The Company expects to pay the cash consideration for the 2024 Notes with cash on the balance sheet and short-term borrowings including under its existing revolving credit facility.
A press release related to the purchase is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release announcing the purchase of the 1.75% Convertible Senior Notes due 2024, dated February 15, 2024 | |
| 104 | Cover Page Interactive Data File – The Cover Page XBRL tags are embedded within the Inline XBRL document | |
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) | ||||||
| Dated: February 15, 2024 | By: | /s/ Jason J. Winkler | ||||
| Name: Jason J. Winkler | ||||||
| Title: Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Motorola Solutions and Silver Lake to Settle Outstanding $1 billion 1.75% Convertible Notes
Silver Lake co-CEO and managing partner, Greg Mondre, will continue to serve on Motorola Solutions board
CHICAGO – Feb. 15, 2024 – Motorola Solutions (NYSE: MSI), a global leader in public safety and enterprise security, and Silver Lake, a global leader in technology investing, announced they will settle Silver Lake’s outstanding $1 billion 1.75% senior convertible notes.
The notes, originally scheduled to mature in September 2024, included a provision which gave Motorola Solutions the right to redeem a portion of the notes upon attainment of a specific Motorola Solutions share price over a specific period. Motorola Solutions had previously expressed its intention to potentially exercise this redemption right, and the parties agreed to enter into a purchase agreement to settle the notes. As part of the agreement, Motorola Solutions will pay Silver Lake approximately $1.59 billion in cash to settle Silver Lake’s outstanding convertible notes, inclusive of the conversion premium.
“The Silver Lake partnership has been very successful, and we’ve transformed significantly since we entered into our initial agreement almost nine years ago,” said Greg Brown, chairman and CEO, Motorola Solutions. “We’ve substantially grown revenue and earnings, significantly improved operating cash flow, completed dozens of acquisitions and quadrupled our addressable market. With our management team, our robust safety and security ecosystem and the opportunities in front of us, we’re very well-positioned for continued strong revenue and earnings growth going forward.”
“We are grateful for our partnership with Greg Brown and the entire Motorola Solutions team over the past nine years,” said Greg Mondre and Egon Durban, co-CEOs of Silver Lake. “The remarkable ongoing transformation of Motorola Solutions stands as a testament to his visionary leadership. Greg’s track record of shareholder value creation is nothing short of extraordinary.”
Silver Lake co-CEOs and managing partners, Greg Mondre and Egon Durban, will continue serving on the Motorola Solutions board through the current term, with Greg Mondre expected to be nominated to continue board service.
“I look forward to continuing to work alongside Greg and the rest of the board, and believe the company will continue to create and deliver on exciting opportunities for value creation for many years to come,“ Mondre continued.
Additional information may be found in the Form 8-K that will be filed today with the U.S. Securities and Exchange Commission.
About Motorola Solutions
Motorola Solutions is solving for safer. We build and connect technologies to help protect people, property and places. Our solutions enable the collaboration between public safety agencies and enterprises that’s critical for a proactive approach to safety and security. Learn more about how we’re solving for safer communities, safer schools, safer hospitals, safer businesses – safer everywhere – at www.motorolasolutions.com.
Motorola Solutions 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 or events discussed in these statements to differ materially from the statements contained in this release. Such forward-looking statements include, but are not limited to, the continued service of Greg Mondre and Egon Durban on the company’s board and the company’s financial outlook. Motorola Solutions cautions the reader that the risks and uncertainties below, as well as those in Part I Item 1A of Motorola Solutions’ 2022 Annual Report on Form 10-K, Part II Item 1A of Motorola Solutions’ 2023 Third Quarter Report on Form 10-Q 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 or events discussed in these statements 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: (i) the impact, including increased costs and potential liabilities, associated with changes in laws and regulations regarding privacy, data protection, information security and cybersecurity; (ii) challenges relating to existing or future legislation and regulations pertaining to artificial intelligence (“AI”), AI-enabled products and the use of biometrics and other video analytics; (iii) the impact of government regulation of radio frequencies; (iv) audits, regulations and laws applicable to the company’s U.S. government customer contracts and grants; (v) the impact, including increased costs and additional compliance obligations, associated with existing or future telecommunications-related laws and regulations; (vi) the evolving state of environmental regulation relating to climate change, and the physical risks of climate change; (vii) impact of product regulatory and safety, consumer, worker safety and environmental laws; (viii) impact of tax matters; (ix) increased areas of risk, increased competition and additional compliance obligations associated with the expansion of the company’s technologies within its Products and Systems Integration and Software and Services segments; (x) the effectiveness of the company’s investments in new products and technologies; (xi) impact of catastrophic events on the company’s business or its customers’ or suppliers’ business; (xii) social, ethical and competitive risks relating to the use of AI in the company’s products and services; (xiii) the effectiveness of the company’s strategic acquisitions, including the integrations of such acquired businesses; (xiv) increased cybersecurity threats, a security breach or other significant disruption of the company’s IT systems or those of its outsource partners, suppliers or customers; (xv) the company’s inability to protect its intellectual property or potential infringement of intellectual property rights of third parties; (xvi) risks relating to intellectual property licenses and intellectual property indemnities in the company’s customer and supplier contracts; (xvii) the company’s license of the MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M logo and all derivatives and formatives thereof from Motorola Trademark Holdings, LLC; (xviii) the company’s inability to purchase at acceptable prices a sufficient amount of materials, parts, and components, as well as software and services, to meet the demands of its customers, and any disruption to the company’s suppliers or significant increase in the price of supplies; (xix) risks related to the company’s large, multi-year system and services contracts (including, but not limited to, with respect to the Emergency Services Network and Airwave contracts); (xx) the global nature of the company’s employees, customers, suppliers and outsource partners; (xxi) the company’s use of third-parties to develop, design and/or manufacture many of its components and some of its products, and to perform portions of its business operations; (xxii) the inability of the company’s subcontractors to perform in a timely and compliant manner or adhere to its Human Rights Policy; (xxiii) the inability of the company’s products to meet its customers’ expectations or regulatory or industry standards; (xxiv) increasing scrutiny and evolving expectations from investors, customers, lawmakers, regulators and other
stakeholders regarding environmental, social and governance-related practices and disclosures; (xxv) inability to attract and retain senior management and key employees; (xxvi) impact of current global economic and political conditions in the markets in which the company operates (including, but not limited to, inflation); (xxvii) impact of returns on pension and retirement plan assets and interest rate changes; (xxviii) inability to access the capital markets for financing on acceptable terms and conditions; (xxix) exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars; and (xxx) the return of capital to shareholders through dividends and/or repurchasing shares. 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.
Media Contact
Alexandra Reynolds
Motorola Solutions
+1 312-965-3968
Alexandra.Reynolds@motorolasolutions.com
Investor Contact
Tim Yocum
Motorola Solutions
+1 847-576-6899
Tim.Yocum@motorolasolutions.com
Document and Entity Information |
Feb. 14, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0000068505 |
| Document Type | 8-K |
| Document Period End Date | Feb. 14, 2024 |
| Entity Registrant Name | Motorola Solutions, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-7221 |
| Entity Tax Identification Number | 36-1115800 |
| Entity Address, Address Line One | 500 W. Monroe Street |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60661 |
| City Area Code | (847) |
| Local Phone Number | 576-5000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 Par Value per Share |
| Trading Symbol | MSI |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |