Motorola Solutions, Inc S-3ASR, filed Mar 19, 2021

Motorola Solutions, Inc S-3ASR, filed Mar 19, 2021

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Motorola Solutions, Inc. (MSI)

S-3ASR 2021-03-19

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Added on October 19, 2026

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Delaware		36-1115800
(State of incorporation)		(IRS Employer Identification No.)

500 W. Monroe Street Chicago, Illinois 60661 (847) 576-5000		Mark S. Hacker Executive Vice President, General Counsel and Chief Administrative Officer Motorola Solutions, Inc. 500 W. Monroe Street Chicago, Illinois 60661 (847) 576-5000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)



Title of Each Class of Securities to be Registered⁽¹⁾	Amount to be Registered⁽²⁾	Proposed Maximum Offering Price Per Unit⁽²⁾	Proposed Maximum Aggregate Offering Price⁽²⁾	Amount of Registration Fee⁽³⁾
Debt Securities, Common Stock, par value $0.01 per share, Debt Securities Warrants, Common Stock Warrants, Stock Purchase Contracts and Stock Purchase Units
Total	—	—	—	—


• unsecured senior debt securities		• warrants to purchase common stock

• unsecured subordinated debt securities		• stock purchase contracts

• warrants to purchase debt securities		• stock purchase units

• common stock		• units consisting of any combination of these securities


	Page
ABOUT THIS PROSPECTUS		1
INCORPORATION BY REFERENCE		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
THE COMPANY		4
RISK FACTORS		5
USE OF PROCEEDS		6
DESCRIPTION OF SECURITIES		7
DESCRIPTION OF DEBT SECURITIES		7
DESCRIPTION OF CAPITAL STOCK		19
DESCRIPTION OF SECURITIES WARRANTS		21
DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND THE STOCK PURCHASE UNITS		24
PLAN OF DISTRIBUTION		25
VALIDITY OF THE SECURITIES		27
EXPERTS		27
WHERE YOU CAN FIND MORE INFORMATION		27

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company


Registration Fee*		$
Legal Fees and Expenses**
Trustee Fees and Expenses**
Accounting Fees and Expenses**
Printing Fees**
Rating Agency Fees**
Miscellaneous**

Total		$


1		Form of Underwriting Agreement (to be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with an offering of securities).

2.1		Arrangement Agreement, dated February 1, 2018, among Motorola Solutions, Inc., Motorola Solutions Canada Holdings Inc. and Avigilon Corporation (incorporated by reference to Exhibit 2.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on March 28, 2018).

3.1(a)		Restated Certificate of Incorporation of Motorola, Inc., as amended through May 5, 2009 (incorporated by reference to Exhibit 3(i)(b) to Motorola, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009).

3.1(b)		Certificate of Amendment to the Restated Certificate of Incorporation of Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on January 10, 2011).

3.1(c)		Certificate of Ownership and Merger merging Motorola Name Change Corporation into Motorola, Inc., effective January 4, 2011, as filed with the Secretary of State of the State of Delaware (incorporated by reference to Exhibit 3.2 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on January 10, 2011).

3.2		Amended and Restated Bylaws of Motorola Solutions, Inc. as of August 27, 2020 (incorporated by reference to Exhibit 3.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on August 27, 2020).


4.1		Senior Indenture, dated as of May 1, 1995, between The Bank of New York Trust Company, N.A. (as successor Trustee to JPMorgan Chase Bank (as successor in interest to Bank One Trust Company) and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) and Motorola, Inc. (incorporated by reference to Exhibit 4(d) of the Registrant’s Registration Statement on Form S-3 dated September 25, 1995).

4.2		Instrument of Resignation, Appointment and Acceptance, dated as of January 22, 2001, among Motorola, Inc., Bank One Trust Company, N.A. and BNY Midwest Trust Company (as successor in interest to Harris Trust and Savings Bank) (incorporated by reference to Exhibit 4.2(b) to Motorola, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000).

4.3		Indenture, dated as of August 19, 2014, between Motorola Solutions, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. (incorporated by reference to Exhibit 4.1 to Motorola Solutions, Inc.’s Current Report on Form 8-K filed on August 19, 2014).

4.4		Form of Subordinated Indenture (incorporated by reference to Exhibit 4(e) of the Registrant’s Registration Statement on Form S-3 dated October 18, 1994).

		Certain instruments defining the rights of holders of long-term debt of Motorola Solutions, Inc. and of all its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed are being omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K. Motorola Solutions, Inc. agrees to furnish a copy of any such instrument to the Commission upon request.

5.1		Opinion of Winston & Strawn LLP.

23.1		Consent of PricewaterhouseCoopers LLP.

23.2		Consent of KPMG LLP.

23.3		Consent of Winston & Strawn LLP (included as part of Exhibit 5).

24.1		Power of Attorney (included on signature page).

25.1		Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee with respect to the Indenture dated as of August 19, 2014.

25.2		Statement of Eligibility of Trustee to be named later with respect to Form of Subordinated Indenture*


MOTOROLA SOLUTIONS, INC.

By:		/s/ Jason J. Winkler
		Jason J. Winkler
		Executive Vice President and Chief Financial Officer


Signature	Title	Date

/s/ Gregory Q. Brown Gregory Q. Brown	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	March 19, 2021

/s/ Jason J. Winkler Jason J. Winkler	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 19, 2021

/s/ Dan Pekofske Dan Pekofske	Corporate Vice President and Chief Accounting Officer (Principal Accounting Officer)	March 19, 2021

/s/ Kenneth D. Denman Kenneth D. Denman	Director	March 19, 2021


Not Applicable		95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)		(I.R.S. employer identification no.)

400 South Hope Street, Suite 400 Los Angeles, California (Address of principal executive offices)		90071 (Zip code)


Delaware		36-1115800
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

500 West Monroe Street Chicago, Illinois (Address of principal executive offices)		60661 (Zip code)


Name		Address
Comptroller of the Currency United States Department of the Treasury		400 7th Street SW, Suite 3E-218 Washington, D.C. 20219

Federal Reserve Bank of San Francisco		101 Market Street San Francisco, CA 94105

Federal Deposit Insurance Corporation		550 17^th Street, N.W. Washington, D.C. 20429 3501 N. Fairfax Drive Arlington, VA 22226



By:		/s/ Kenneth Helbig
Name:		Kenneth Helbig
Title:		Vice President


	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		1,685
Interest-bearing balances		335,190
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		77,127
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		22,577
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		104,906

Total assets	$	1,397,798


	Dollar amounts in thousands
LIABILITIES

Deposits:
In domestic offices		1,612
Noninterest-bearing		1,612
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		0
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		270,910
Total liabilities		272,522
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		324,364
Not available
Retained earnings		798,671
Accumulated other comprehensive income		1,241
Other equity capital components		0
Not available
Total bank equity capital		1,125,276
Noncontrolling (minority) interests in consolidated subsidiaries		0
Total equity capital		1,125,276

Total liabilities and equity capital		1,397,798