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Motorola Solutions Announces Pricing Terms of its Tender Offers

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Motorola Solutions, Inc. (NYSE:MSI) (the "Company") announced
today the pricing terms of its previously announced tender offers to
purchase for cash (i) any and all of the Company's outstanding
securities listed in Table I below (the "Any and All Notes") (such
offer, the "Any and All Offer"), and (ii) up to the Maximum Waterfall
Tender Amount (as defined below) in aggregate purchase price of the
Company's outstanding securities listed in Table II below (collectively,
the "Waterfall Notes" and, together with the Any and All Notes, the
"Securities"), subject to the Acceptance Priority Levels as defined
below (such offer, the "Waterfall Offer"). The "Maximum Waterfall Tender
Amount" is an aggregate purchase price equal to $650 million less
the aggregate purchase price of the Any and All Notes validly tendered
and accepted for purchase in the Any and All Offer. The Company also
announced the principal amount of each series of Securities that it
expects to accept pursuant to the tender offers, subject to the
satisfaction of waiver of certain conditions, as described below. The
tender offers are being made upon and are subject to the terms and
conditions set forth in the Offer to Purchase, dated May 9, 2019, as
amended earlier today, and the related Letter of Transmittal (as they
may each be further amended or supplemented from time to time, the
"Tender Offer Documents").

The "Total Consideration" for each series of Securities is payable to
holders of the Securities who validly tendered and did not properly
withdraw their Securities at or prior to 5:00 p.m., New York City time,
on May 22, 2019 (the "Early Tender Deadline") and whose Securities are
accepted for purchase by the Company. The Reference Yields listed in the
tables below were determined at 11:00 a.m., New York City time, on May
23, 2019 (the "Price Determination Date") by the lead dealer managers.
Payments for Securities purchased in connection with the Early Tender
Deadline will also include accrued and unpaid interest from and
including the last interest payment date applicable to the relevant
series of Securities up to, but not including, the early settlement date
for such Securities accepted for purchase, which is currently expected
to be May 24, 2019 (the "Early Settlement Date").

Table I

Securities Subject to the Any and All
Offer

 
Title of Security   Principal
Amount
Outstanding
  CUSIP/ISIN  

Principal Amount

Expected to be

Accepted(1)

  Reference U.S. Treasury
Security
  Reference Yield   Fixed Spread
(basis points)
 

 

Total

Consideration(2)

7.500% Senior Notes due 2025 $346,930,000 CUSIP: 620076 AH2
ISIN:US620076AH21
$90,076,000 2.250% U.S.T. due 04/30/24 2.126% 165 $1,197.52
6.500% Senior Notes due 2025 $117,892,000 CUSIP: 620076 AK5

ISIN: US620076AK59

$45,016,000 2.250% U.S.T. due 04/30/24 2.126% 170 $1,147.73
6.500% Senior Notes due 2028 $36,463,000 CUSIP: 620076 AP4

ISIN: US620076AP47

$11,501,000 2.625% U.S.T. due 02/15/29 2.336% 195 $1,170.91
6.625% Senior Notes due 2037 $54,533,000 CUSIP: 620076 BA6

ISIN: US620076BA68

$16,276,000 3.000% U.S.T. due 02/15/49 2.766% 285 $1,115.07
(1)   Expected to be accepted for purchase, and paid for, on the Early
Settlement Date.
(2) The total consideration payable for each $1,000 principal amount of
Securities validly tendered at or prior to the Expiration Date and
accepted for purchase by us includes an early tender premium of $50.
In addition, holders whose Securities are accepted will also receive
accrued interest on such Securities.

Table II

Securities Subject to the Waterfall Offer

 
Title of Security  

Principal Amount
Outstanding

  CUSIP/ISIN  

Acceptance

Priority
Level

 

Principal

Amount

Expected to be

Accepted(1)

 

Reference U.S.

Treasury
Security

 

Reference

Yield

 

Fixed Spread
(basis points)

 

 

Total Consideration(2)

3.500% Senior Notes due 2021 $400,000,000 CUSIP: 620076 BD0

ISIN: US620076BD08

1 $249,683,000 2.250% U.S.T. due 04/30/21 2.167% 50 $1,018.20
3.750% Senior Notes due 2022 $750,000,000 CUSIP: 620076 BB4

ISIN: US620076BB42

2 $198,233,000 2.250% U.S.T. due 04/15/22 2.115% 50 $1,032.28
3.500% Senior Notes due 2023 $600,000,000 CUSIP: 620076 BC2

ISIN: US620076BC25

3 $0 2.250% U.S.T. due 04/30/24 N/A 80 N/A
(1)   Expected to be accepted for purchase, and paid for, on the Early
Settlement Date.
(2) The total consideration payable for each $1,000 principal amount of
Securities validly tendered at or prior to the Early Tender Deadline
and accepted for purchase by us includes an early tender premium of
$50. In addition, holders whose Securities are accepted will also
receive accrued interest on such Securities.

As listed in the tables above, the Company expects to accept for
purchase, and pay for, $90,076,000 aggregate principal amount of its
7.500% Senior Notes due 2025, $45,016,000 aggregate principal amount of
its 6.500% Senior Notes due 2025, $11,501,000 aggregate principal amount
of its 6.500% Senior Notes due 2028, $16,276,000 aggregate principal
amount of its 6.625% Senior Notes due 2037, $249,683,000 aggregate
principal amount of its 3.500% Senior Notes due 2021 and $198,233,000
aggregate principal amount of its 3.750% Senior Notes due 2022, on the
Early Settlement Date.

The Company's obligation to accept for payment and pay for the
Securities validly tendered in the tender offers is subject to the
satisfaction or waiver of the conditions described in the Offer to
Purchase.

Although the tender offers are scheduled to expire at midnight, New York
City time, at the end of June 6, 2019, unless extended or terminated,
because the Waterfall Offer was fully subscribed as of the Early Tender
Deadline, the Company does not expect to accept for purchase any
Waterfall Notes tendered after the Early Tender Deadline. Holders of Any
and All Notes who validly tender such notes following the Early Tender
Deadline and at or prior to the Expiration Date will receive the
applicable Total Consideration for Securities accepted for purchase
specified in the table above. Securities not accepted for purchase will
be promptly returned or credited to the holder's account. The withdrawal
deadline of 5:00 p.m., New York City time, on May 22, 2019 has passed
and, accordingly, Securities validly tendered in the tender offers may
no longer be withdrawn except where additional withdrawal rights are
required by law.

BofA Merrill Lynch and Mizuho Securities are serving as the Lead Dealer
Managers, and Santander, TD Securities and US Bancorp are serving as the
Co-Dealer Managers, in connection with the tender offers. The
information agent and tender agent is Global Bondholder Services
Corporation. The full details of the tender offers, including complete
instructions on how to tender Securities, are included in the Tender
Offer Documents. Holders are strongly encouraged to read carefully the
Tender Offer Documents, including materials incorporated by reference
therein, because they contain important information. Copies of the
Tender Offer Documents and related offering materials are available by
contacting the information agent at (212) 430-3774 (banks and brokers)
or (866) 807-2200 (all others). Questions regarding the tender offers
should be directed to BofA Merrill Lynch, at (980) 387-3907 or (888)
292-0070 (toll free) or Mizuho Securities, at (212) 205-7736 or (866)
271-7403 (toll free).

None of the Company or its affiliates, their respective boards of
directors, the dealer managers, the information agent and tender agent
or the trustee is making any recommendation as to whether holders should
tender any Securities in response to any of the tender offers, and
neither the Company nor any such other person has authorized any person
to make any such recommendation. Holders must make their own decision as
to whether to tender any of their Securities, and, if so, the principal
amount of Securities to tender.

This news release shall not constitute an offer to sell, a solicitation
to buy or an offer to purchase or sell any securities. The tender offers
are being made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.

About Motorola Solutions, Inc.

Motorola Solutions is a global leader in mission-critical
communications. Our technology platforms in communications, command
center software, services and video security and analytics make cities
safer and help communities and businesses thrive. At Motorola Solutions,
we are ushering in a new era in public safety and security. Learn more
at www.motorolasolutions.com.

Cautionary Note Regarding Forward-Looking
Statements

This press release contains statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 and other federal securities laws. 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 offers, including the timing, size,
pricing or other terms of the tender offers, 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 offers 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 year ended December
31, 2018, which is on file with the Securities and Exchange Commission
("SEC") and available at the SEC's website at www.sec.gov.

MOTOROLA, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks
or registered trademarks of Motorola Trademark Holdings, LLC and are
used under license. All other trademarks are the property of their
respective owners. ©2019 Motorola Solutions, Inc. All rights reserved.

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