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): May 24, 2021
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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
| Common Stock, $0.01 Par Value per Share | MSI | New York Stock Exchange |
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 |
On May 24, 2021, Motorola Solutions, Inc. (the “Company”) closed the public underwritten offering (the “Offering”) of $850,000,000 in aggregate principal amount of 2.750% senior notes due 2031 (the “Notes”) pursuant to the Underwriting Agreement, dated May 10, 2021, 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 May 24, 2021 (the “Officers’ Certificate”). The Notes were offered and sold pursuant to a registration statement on Form S-3 (File No. 333-254510) under the Securities Act of 1933, as amended.
The net proceeds from the Offering will be used for general corporate purposes, which may include repayments, redemptions or repurchases of the Company’s outstanding indebtedness. Subsequent to the pricing of the Notes, the Company determined to use a portion of the net proceeds therefrom to redeem on June 10, 2021 all of its $324,029,000 aggregate principal amount outstanding of 3.500% senior notes due March 1, 2023 pursuant to its optional make-whole redemption rights.
The Indenture is incorporated 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 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 May 10, 2021, 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 May 24, 2021. | |
| Exhibit 4.3 | Specimen of 2.750% Senior Note Due 2031. | |
| 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: May 24, 2021 | By: | /s/ Kristin L. Kruska | ||||||
| Name: | Kristin L. Kruska | |||||||
| Title: | Corporate Vice President, Transactions, Corporate & Securities Law and Secretary | |||||||
