Motorola Solutions Announces Pricing Terms of its Tender Offer

Motorola Solutions, Inc. (NYSE: MSI) (the “Company”) announced today the Reference Yield and Total Consideration (each as summarized in the table below) to be paid in connection with the previously announced cash tender offer (the “Tender Offer”) for up to $275,000,000 aggregate principal amount (the “Maximum Amount”), of its 4.000% Senior Notes due 2024 (the “Notes”).

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 Reference Yield for the Notes and the Total Consideration for the Notes are summarized in the table below:

The Total Consideration for each $1,000 principal amount of Notes was determined in the manner described in the Offer to Purchase by reference to the fixed spread set forth in the table above plus the yield to maturity of the U.S. Treasury reference security (the “UST Reference Security”) set forth in the table above on the bid-side price of such UST Reference Security as of 9:00 a.m., New York City time, on June 1, 2022.

Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on May 31, 2022 (the “Early Tender Date”) will be eligible to receive the Total Consideration, which includes the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 of $30 per $1,000 principal amount of Notes.

The Company expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on June 2, 2022 (the “Early Settlement Date”).

Holders of all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase are eligible to receive the Total Consideration, which includes the Early Tender Payment of $30 per $1,000 principal amount of Notes tendered at or prior to the Early Tender Date (the “Early Tender Payment”). In addition to the Total Consideration, Holders of Notes accepted for purchase will receive accrued and unpaid interest up to, but not including, the Early Settlement Date (“Accrued Interest”).

Because the aggregate principal amount of Notes validly tendered would exceed the Maximum Amount, the Company expects that it will accept validly tendered Notes on a prorated basis in accordance with the Offer to Purchase.

Because the Company expects to accept for purchase approximately the Maximum Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offer after the Early Settlement Date. As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder’s account.

The Company expressly reserves the right, in its sole discretion, subject to applicable law, to terminate the Tender Offer at any time prior to the Expiration Date. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered but the Tender Offer is subject to certain 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, any 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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