0000877212
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Lincolnshire
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0000877212
2024-05-20
2024-05-20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
May 20, 2024
ZEBRA TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 000-19406 36-2675536
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3 Overlook Point, Lincolnshire, Illinois
60069
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
847
-
634-6700
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of exchange on which registered
Class A Common Stock, par value $.01 per share ZBRA The NASDAQ Stock Market, LLC
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 ((s)240.12b-2 of this
chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
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Item 8.01. Other Events
On May 20, 2024, Zebra Technologies Corporation ("Zebra Technologies" or the
"Issuer") issued a press release announcing that it intends to offer, subject
to market and other conditions, up to $500,000,000 aggregate principal amount
of senior unsecured notes due 2032 (the "Notes"), for issuance in a private
offering (the "Notes Offering"). The Notes will be senior unsecured
obligations of Zebra Technologies and will be guaranteed by certain of Zebra
Technologies' domestic subsidiaries. The Notes and related guarantees will not
be registered under the Securities Act of 1933, as amended ("Securities Act"),
or the securities laws of any other jurisdiction, and will not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements. The Notes are being offered only to persons
reasonably believed to be qualified institutional buyers in accordance with
Rule 144A under the Securities Act and to non-U.S. persons in accordance with
Regulation S under the Securities Act. Zebra Technologies intends to use the
net proceeds from the Notes Offering to repay all the outstanding debt under
its revolving credit facility, which was $172 million as of March 30, 2024.
Zebra Technologies intends to use the remaining net proceeds for general
corporate purposes, including to replenish cash on hand following the
repayment of its receivables financing facility that matured on May 13, 2024.
There can be no assurance that the issuance and sale of any debt securities of
the Issuer will be consummated. This Current Report on Form 8-K shall not
constitute an offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state
or jurisdiction. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibits
99.1 Registrant's Press Release dated May 20, 2024
104 Cover Page Interactive Data File (embedded within the inline XBRL)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZEBRA TECHNOLOGIES CORPORATION
Date: May 20, 2024 By: /s/ Cristen Kogl
Cristen Kogl
Chief Legal Officer, General Counsel & Corporate Secretary
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EXHIBIT INDEX
Exhibit Number Description of Exhibits
99.1 Registrant's Press Release date May
20
, 2024
104 Cover Page Interactive Data File (embedded within the inline XBRL)
Zebra Technologies Announces Launch of $500 Million Senior Unsecured Note
Private Offering
LINCOLNSHIRE, Ill. - May 20, 2024 -
Zebra Technologies Corporation (NASDAQ: ZBRA) today announced that it intends
to offer, subject to market and other conditions, up to $500 million in
aggregate principal amount of new senior unsecured notes due 2032 (the
"Notes") in a private offering.
Zebra intends to use the net proceeds from the Notes offering to repay all the
outstanding debt under its revolving credit facility, which was $172 million
as of March 30, 2024. Zebra intends to use the remaining net proceeds for
general corporate purposes, including to replenish cash on hand following the
repayment of its receivables financing facility that matured on May 13, 2024.
The Notes will be senior unsecured obligations of Zebra and will be guaranteed
by certain Zebra domestic subsidiaries.
The Notes and related guarantees will not be registered under the Securities
Act of 1933, as amended ("Securities Act"), or the securities laws of any
other jurisdiction, and will not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements. The Notes are being offered only to persons reasonably believed
to be qualified institutional buyers in accordance with Rule 144A under the
Securities Act and to non-U.S. persons in accordance with Regulation S under
the Securities Act.
This press release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy the Notes and related
guarantees. Any offer of the Notes and related guarantees is not being made to
any person in any jurisdiction in which the offer, solicitation or sale is
unlawful.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of
federal securities laws. Statements related to, among other things, the
consummation of the offering of the Notes and related guarantees, the use of
proceeds from the proposed offering and potential changes in market conditions
constitute forward-looking statements. For a description of factors that may
cause Zebra's actual results, performance or expectations to differ from any
forward-looking statements, please review the information under the heading
"Risk Factors" included in Item 1A of Zebra's 2023 Annual Report on Form 10-K
and other documents of Zebra's on file with or furnished to the Securities and
Exchange Commission. Any forward-looking statements made in this press release
are qualified by these cautionary statements, and there can be no assurance
that the actual results or developments anticipated by Zebra will be realized
or, even if substantially realized, that they will have the expected
consequences to, or effects on, Zebra or its business or operations. Except as
required by law, Zebra undertakes no obligation to update publicly or revise
any forward-looking statement, whether as a result of new information, future
developments or otherwise. We caution you that actual outcomes and results may
differ materially from what is expressed, implied or forecasted by Zebra's
forward-looking statements.
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Investor Contact: Media Contact:
/ /
Therese Van Ryne/
Michael Steele, CFA, IRC Senior Director, External Communications
Vice President, Investor Relations Phone:/ +1-847-370-2317/
Phone: +1-847-518-6432/ therese.vanryne@zebra.com
InvestorRelations@zebra.com
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