UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On March 25, 2024, Motorola Solutions, Inc. (the “Company”) closed the public underwritten offering (the “Offering”) of $400,000,000 in aggregate principal amount of 5.000% senior notes due 2029 (the “2029 Notes”) and $900,000,000 in aggregate principal amount of 5.400% senior notes due 2034 (the “2034 Notes” and together with the 2029 Notes, the “Notes”) pursuant to the Underwriting Agreement, dated March 11, 2024, by and among the Company and the several underwriters named therein (the “Underwriting Agreement”). The Notes were issued pursuant to an Indenture dated as of August 19, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), as supplemented by an Officers’ Certificate, dated March 25, 2024 (the “Officers’ Certificate”). The Notes were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-277316) under the Securities Act of 1933, as amended.
The net proceeds from the Offering will be used (i) to repurchase $1.0 billion aggregate principal amount of 1.75% convertible notes due 2024 issued to Silver Lake Partners, (ii) to pay $313 million in aggregate principal amount of the Company’s outstanding 4.000% senior notes due 2024 and (iii) for general corporate purposes.
The Underwriting Agreement is filed as Exhibit 1.1, the Indenture is filed as Exhibit 4.1, the Officers’ Certificate is filed as Exhibit 4.2, and specimen copies of the 2029 Notes and the 2034 Notes are filed as Exhibit 4.3 and Exhibit 4.4, respectively, to this current report on Form 8-K and each is incorporated herein by reference. The foregoing description of the Notes and the other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits (or incorporated by reference) to this current report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Number | Exhibit | |
| Exhibit 1.1 | Underwriting Agreement, dated March 11, 2024, by and among Motorola Solutions, Inc. and the several underwriters named therein. | |
| Exhibit 4.1 | Indenture, dated as of August 19, 2014, between Motorola Solutions, Inc. and the Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 19, 2014). | |
| Exhibit 4.2 | Officers’ Certificate of Motorola Solutions, Inc., dated as of March 25, 2024. | |
| Exhibit 4.3 | Specimen of 5.000% Senior Note Due 2029. | |
| Exhibit 4.4 | Specimen of 5.400% Senior Note Due 2034. | |
| Exhibit 5.1 | Opinion of Winston & Strawn LLP as to the legality of the securities being registered. | |
| Exhibit 23.1 | Consent of Winston & Strawn LLP (contained in the opinion filed as Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MOTOROLA SOLUTIONS, INC. | ||||||
| (Registrant) | ||||||
| Dated: March 25, 2024 | By: | /s/ Kristin L. Kruska | ||||
| Name: | Kristin L. Kruska | |||||
| Title: | Corporate Vice President, Transactions, Corporate & Securities Law and Secretary | |||||