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): September 5, 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 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)) |
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 principal amount of its 2.0% Convertible Senior Notes due 2020 (the “Convertible Notes”), all of which are held by investment funds affiliated with Silver Lake Partners (the “Holders”). The Convertible Notes are convertible into Company common stock based on a conversion rate of 14.8252 as of the date of this report, per $1,000 principal amount of the Convertible Notes.
On September 5, 2018, the Company has agreed with one of the Holders to purchase from such Holder $200,000,000 in principal amount of the Convertible Notes for aggregate consideration of $368,855,436.80 in cash, inclusive of conversion premium. Settlement of the purchase is expected to occur in full on or before October 17, 2018. The Company expects to pay the cash consideration for the $200,000,000 principal amount with funds from existing credit facilities and/or funds obtained from new debt financing and the remainder of the consideration will be paid with cash on the balance sheet.
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, dated September 6, 2018. | |
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: September 6, 2018 | By: | /s/ Kristin L. Kruska | ||||
| Name: | Kristin L. Kruska | |||||
| Title: | Corporate Vice President, Transactions, Corporate and Securities Law and Secretary | |||||
Exhibit 99.1
Motorola Solutions to Purchase 20% of Silver Lake’s Investment
Managing Partners Egon Durban and Greg Mondre to Remain on Motorola Solutions’
Board of Directors
Silver Lake to Retain a Significant Position in Motorola Solutions
CHICAGO and NEW YORK – Sept. 6, 2018 – Motorola Solutions, Inc. (NYSE: MSI), the leading global provider of innovative mission-critical communications solutions for public safety and commercial customers, and Silver Lake, the global leader in technology investing, today announced that Motorola Solutions is purchasing 20 percent of Silver Lake’s convertible notes.
Silver Lake will retain a significant position in Motorola Solutions valued at approximately $1.5 billion. Egon Durban and Greg Mondre, Silver Lake managing partners and managing directors, will remain on the Motorola Solutions board of directors.
“We are excited to continue our partnership and remain enthusiastic long-term shareholders with Motorola Solutions and its leader Greg Brown,” said Durban and Mondre. “The management team has delivered extraordinary shareholder value driven by a relentless focus on customers, product innovation and operational excellence. We are strong believers in the company’s expansion growth strategy focused on managed services, software and video analytics.”
“Since making its $1 billion investment in 2015, Silver Lake has been an outstanding partner,” said Greg Brown, chairman and CEO of Motorola Solutions. “I look forward to continuing the relationship with Egon and Greg as we continue to grow the company and drive shareholder returns.”
Additional information may be found in the Form 8-K that Motorola Solutions will file today with the U.S. Securities and Exchange Commission.
# # #
About Motorola Solutions
Motorola Solutions (NYSE: MSI) creates mission-critical communications solutions, including devices, networks, services, software and video, that help public safety and commercial customers build safer cities and thriving communities. For ongoing news, visit www.motorolasolutions.com/newsroom or subscribe to a news feed.
About Silver Lake
Silver Lake is the global leader in technology investing, with about $40 billion in combined assets under management and committed capital and a team of approximately 100 investment and value creation professionals located in Silicon Valley, New York, London, Hong Kong and Tokyo. Silver Lake’s portfolio of investments collectively generates more than $170 billion of revenue annually and employs more than 340,000 people globally. The Silver Lake Partners
portfolio includes leading technology and technology-enabled businesses such as Alibaba Group, Ancestry, Broadcom Limited, Cast & Crew, Ctrip, Dell Technologies, Endeavor, Fanatics, Global Blue, GoDaddy, Motorola Solutions, Red Ventures, Sabre, SoFi, SolarWinds, Symantec, Unity, Weld North Education and WP Engine. For more information about Silver Lake and its entire portfolio, please visit www.silverlake.com.
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 “continue,” “believes,” “expects,” “intends,” “anticipates,” “estimates,” “will,” “may,” and similar expressions. No assurance can be given that any actual or future results or events discussed in this press release will be achieved or occur. Any forward-looking statements represent the speaker’s views only as of today and should not be relied upon as representing any person’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 actual results for the company and its shareholders to differ materially from the discussion contained in this press release. Such forward-looking statements include, but are not limited to, statements relating to the investment by Silver Lake and its plans and intentions with respect thereto. The reader is cautioned that the risk factors described in Motorola Solutions’ 2017 Annual Report on Form 10-K 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 actual results or events to differ materially from the discussion in the forward-looking statements. Many of these risks and uncertainties cannot be controlled by Motorola Solutions. No person undertakes any obligation by virtue of this press release to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.
Contacts:
For Motorola Solutions:
MEDIA
Tama McWhinney
Motorola Solutions
+1 847-538-1865
tama.mcwhinney@motorolasolutions.com
INVESTORS
Chris Kutsor
Motorola Solutions
+1 847-576-4995
chris.kutsor@motorolasolutions.com
For Silver Lake:
MEDIA
Patricia Graue
+1 212-333-3810
silverlake@brunswickgroup.com