Motorola Solutions Announces Tender Offer for up to $275 Million Principal Amount of Outstanding Debt

Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for up to $275,000,000 aggregate principal amount, as may be increased or decreased by the Company (the “Maximum Amount”), of its 4.000% Senior Notes due 2024 (“Notes”). 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:

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Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 31, 2022 (the “Early Tender Date”) will be eligible to receive the Total Consideration, which includes the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.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase made available to Holders of Notes. None of the Company, the Dealer Managers, Tender and Information Agent or the trustee with respect to Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender.

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.

Cautionary Statement Concerning 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. These “forward-looking statements” are statements other than statements of historical fact and may include, among other things, statements in relation to the Company’s current expectations and beliefs as to its ability to consummate the tender offer, including the timing, size, pricing or other terms of the tender offer, and other future events. All information set forth in this release is as of the date hereof. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Actual results are subject to a number of risks and uncertainties and may differ materially from the current expectations and beliefs discussed in this press release. Certain potential factors, risks and uncertainties that could affect the Company’s business and financial results and cause actual results to differ materially from those expressed or implied in any forward-looking statements include the Company’s ability to complete the tender offer and satisfy the conditions thereto, and other potential factors, risks and uncertainties under the heading “Risk Factors” in its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and its Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2022, which is on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.

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