Motorola Announces Results for Its Dutch Auction Offer; Retires $500 Million of Its Debt Securities

Jun 22, 2010, 08:48 ET from Motorola, Inc.

SCHAUMBURG, Ill., June 22 /PRNewswire-FirstCall/ -- Motorola, Inc. (NYSE: MOT) announced today that an aggregate principal amount of $399,797,000 of its debt securities were validly tendered and not validly withdrawn prior to 12:00 Midnight EDT on June 21, 2010, the Dutch Auction Offer expiration date, pursuant to its previously announced modified "Dutch Auction" cash tender offer to purchase, under certain conditions, its outstanding 6.50% Debentures due 2025, 6.50% Debentures due 2028, and 6.625% Senior Notes due 2037, as more fully set forth below.

The $399,797,000 aggregate principal amount of debt securities validly tendered and not validly withdrawn pursuant to the Dutch Auction Offer exceeds the maximum principal amount of $361,817,000 of debt securities to be purchased pursuant to the Dutch Auction Offer.  Motorola has accepted for purchase, on a pro rata basis after rounding, an aggregate principal amount of $361,815,000 of the debt securities that were validly tendered and not validly withdrawn.  The pro ration factor, as determined pursuant to the Offer to Purchase dated May 24, 2010, is approximately 90.57%.  Debt securities not purchased as a result of pro ration will be returned to the holders.

Pursuant to the terms of the Dutch Auction Offer, Motorola determined that the Clearing Premium for the Dutch Auction Offer is 25 basis points.  The applicable Dutch Auction Offer Total Consideration and Dutch Auction Offer Tender Consideration for each series of debt securities, calculated on the basis of the Clearing Premium and the applicable Dutch Auction Offer Yields, are set forth in the table below.

Title of


CUSIP Number

Principal Amount Outstanding

Principal Amount Tendered

Principal Amount Accepted

Percentage of Outstanding Amount Accepted

Dutch  Auction Offer Total Consideration

Dutch  Auction Offer Tender Consideration

6.50% Debentures due 2025








6.50% Debentures due 2028








6.625% Senior Notes due 2037








Motorola expects to make payment for all debt securities accepted for purchase pursuant to the Dutch Auction Offer in same-day funds today, June 22, 2010.  Following the completion of the Dutch Auction Offer, Motorola will have retired approximately $500 million aggregate principal amount of its previously outstanding debt securities pursuant to the Dutch Auction Offer and the recently consummated Any and All Offer (together, the "Offers").

J.P. Morgan Securities Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. served as the Lead Dealer Managers and Global Bondholder Services Corporation served as the Depositary and Information Agent for the Offers.

This press release is not a tender offer to purchase or a solicitation of acceptance of a tender offer.  The Offers were made only pursuant to the terms of the Offer to Purchase, as amended by the press release issued by Motorola on June 8, 2010, and the related Letter of Transmittal.  

This release contains forward-looking statements.  Although Motorola believes that the expectations contained in this release are based on reasonable assumptions, no assurance can be given that such expectations will prove to have been correct.  Actual results may differ materially from the anticipated results or expectations expressed in this release.  Motorola, Inc. has included in its Annual Report on Form 10-K for the year ended December 31, 2009 and in other SEC filings, cautionary language identifying important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements.

About Motorola

Motorola is known around the world for innovation in communications and is focused on advancing the way the world connects. From broadband communications infrastructure, enterprise mobility and public safety solutions to high-definition video and mobile devices, Motorola is leading the next wave of innovations that enable people, enterprises and governments to be more connected and more mobile. Motorola (NYSE: MOT) had sales of US $22 billion in 2009. For more information, please visit

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SOURCE Motorola, Inc.