UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM8-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): February 23, 2018
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.) |
| | |
| 500 W. Monroe Street | | |
| Chicago, Illinois | | 60661 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (847)576-5000
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
On February 23, 2018, Motorola Solutions, Inc. (the “Company”) closed the public underwritten offering (the “Offering”) of $500,000,000 in aggregate principal amount of 4.600% senior notes due 2028 (the “Notes”), pursuant to the Underwriting Agreement, dated February 21, 2018, by and among the Company and the several underwriters named therein. 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, as supplemented by an Officers’ Certificate, dated February 23, 2018 (the “Officers’ Certificate”). The Notes were offered and sold pursuant to a registration statement on FormS-3 (FileNo. 333-206451) under the Securities Act of 1933, as amended.
The Indenture is filed as Exhibit 4.1, the Officers’ Certificate is filed as Exhibit 4.2, and the specimen Note is filed as Exhibit 4.3 to this Current Report on Form8-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 Form8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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| Number | | Exhibit |
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| Exhibit 1.1 | | Underwriting Agreement, dated February 21, 2018, by and among Motorola Solutions, Inc. and the several underwriters named therein. |
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| 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 Form8-K filed on August 19, 2014). |
| |
| Exhibit 4.2 | | Officers’ Certificate of Motorola Solutions, Inc., dated as of February 23, 2018. |
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| Exhibit 4.3 | | Specimen 4.600% Senior Note due 2028. |
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| Exhibit 5.1 | | Opinion of Winston & Strawn LLP. |
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| Exhibit 23.1 | | Consent of Winston & Strawn LLP (included in Exhibit 5.1). |
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: February 23, 2018 | | | | By: | | /s/ Kristin L. Kruska |
| | | | Name: | | Kristin L. Kruska |
| | | | Title: | | Corporate Vice President, Transactions, Corporate & Securities Law and Secretary |
