Filed Pursuant to Rule 433
Registration No. 333-277316
Motorola Solutions, Inc.
$400,000,000 5.000% Senior Notes due 2029
$900,000,000 5.400% Senior Notes due 2034
Final Term Sheet
March 11, 2024
| Issuer: | Motorola Solutions, Inc. | Motorola Solutions, Inc. | ||
| Title of Security: | 5.000% Senior Notes due 2029 | 5.400% Senior Notes due 2034 | ||
| Expected Ratings*: | Baa2 / BBB / BBB (Moody’s / S&P / Fitch) | Baa2 / BBB / BBB (Moody’s / S&P / Fitch) | ||
| Trade Date: | March 11, 2024 | March 11, 2024 | ||
| Settlement Date**: | March 25, 2024 (T+10) | March 25, 2024 (T+10) | ||
| Aggregate Principal Amount to Be Issued: | $400,000,000 | $900,000,000 | ||
| Maturity Date: | April 15, 2029 | April 15, 2034 | ||
| Coupon: | 5.000% | 5.400% | ||
| Benchmark Treasury: | 4.250% due February 28, 2029 | 4.000% due February 15, 2034 | ||
| Benchmark Treasury Price and Yield: | 100-21 1⁄4; 4.101% | 99-02+; 4.114% | ||
| Spread to Benchmark Treasury: | T+95 basis points | T+130 basis points | ||
| Yield to Maturity: | 5.051% | 5.414% | ||
| Issue Price: | 99.771% of principal amount | 99.888% of principal amount | ||
| Interest Payment Dates: | Semi-annually in arrears on April 15 and October 15, commencing October 15, 2024 | Semi-annually in arrears on April 15 and October 15, commencing October 15, 2024 | ||
| Optional Redemption: | At any time prior to March 15, 2029 (one month prior to the maturity date) (the “Par Call Date”), at a make whole price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date. | At any time prior to January 15, 2034 (three months prior to the maturity date) (the “Par Call Date”), at a make whole price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the notes to be redeemed, plus, in each case, accrued and unpaid interest thereon to the redemption date. | ||
| At any time on or after the Par Call Date, at 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to the redemption date. | At any time on or after the Par Call Date, at 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to the redemption date. | |||
| CUSIP: | 620076 BY4 | 620076 BZ1 | ||
| ISIN: | US620076BY45 | US620076BZ10 | ||
| Joint Book-Running Managers: | BofA Securities, Inc. J.P. Morgan Securities LLC TD Securities (USA) LLC Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC | BofA Securities, Inc. J.P. Morgan Securities LLC TD Securities (USA) LLC Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Mizuho Securities USA LLC | ||
| Co-Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. ICBC Standard Bank Plc MUFG Securities Americas Inc. PNC Capital Markets LLC Santander US Capital Markets LLC U.S. Bancorp Investments, Inc. Academy Securities, Inc. BTIG, LLC Loop Capital Markets LLC Siebert Williams Shank & Co., LLC | BMO Capital Markets Corp. BNP Paribas Securities Corp. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. ICBC Standard Bank Plc MUFG Securities Americas Inc. PNC Capital Markets LLC Santander US Capital Markets LLC U.S. Bancorp Investments, Inc. Academy Securities, Inc. BTIG, LLC Loop Capital Markets LLC Siebert Williams Shank & Co., LLC | ||
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**Note: We expect that delivery of the notes will be made on or about March 25, 2024 which will be on or about the tenth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+10”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, or “T+2”, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day before the delivery of the notes will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to make such trades should consult their own advisors.
This pricing term sheet supplements, and should be read in conjunction with, the issuer’s preliminary prospectus supplement dated March 11, 2024 and accompanying base prospectus dated February 23, 2024.
The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement in addition to the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, J.P. Morgan Securities LLC toll-free at 1-866-803-9204 or TD Securities (USA) LLC toll-free at 1-855-495-9846.
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