Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney
Bowes”) today announced it has commenced a cash tender offer (the
“Tender Offer”) for up to a combined aggregate principal amount of
$350,000,000 of its 5.250% Notes due 2037 (the “Priority 1 Notes”),
5.750% Notes due 2017 (the “Priority 2 Notes”), 4.750% Notes due
2016 (the “Priority 3 Notes”), 4.750% Notes due 2018 (the “Priority
4 Notes”) and 5.600% Notes due 2018 (the “Priority 5 Notes” and,
together with the Priority 1 Notes, the Priority 2 Notes, the
Priority 3 Notes and the Priority 4 Notes, the “Notes” and each a
series of Notes).
The Tender Offer is being made pursuant to, and subject to the
terms and conditions in, an Offer to Purchase, dated March 4, 2014
(the “Offer to Purchase”) and related Letter of Transmittal, dated
March 4, 2014 (the “Letter of Transmittal”), which set forth a
complete description of terms of the Tender Offer. A summary of the
Tender Offer is below:
Title of Security CUSIP Number
Aggregate Principal Amount Outstanding
Acceptance Priority Level Reference
Treasury Security Bloomberg Reference
Page(1) Fixed Spread
(basis points)
Tender Consideration/ Hypothetical
Tender Consideration
(2)(3)
Early Tender
Premium(4)
Total Consideration/
Hypothetical Total
Consideration
(2)(3)
5.250% Notes due 2037 72447XAB3 $500,000,000 1 n/a n/a n/a
$1,080.00 $30 $1,110.00 5.750% Notes due 2017 72447XAC1
$500,000,000 2 0.625% UST due 02/15/2017 FIT1 90 $1,112.36 $30
$1,142.36 4.750% Notes due 2016 72447XAA5 $370,914,000 3
0.375% UST due 01/15/2016 FIT4 15 $1,048.56 $30 $1,078.56
4.750% Notes due 2018 72447WAA7 $350,000,000 4 1.500% UST due
02/28/2019 FIT1 85 $1,066.06 $30 $1,096.06 5.600% Notes due
2018 72447XAD9 $250,000,000 5 1.500% UST due 02/28/2019 FIT1 85
$1,094.64 $30 $1,124.64
1. The applicable page on Bloomberg from which the Lead Dealer
Managers (as defined herein) will quote the bid-side prices of the
applicable Reference Treasury Security (as defined herein).
2. Per $1,000 principal amount of Notes (as defined herein)
tendered and accepted for purchase. Holders (as defined herein) of
Notes will also receive accrued and unpaid interest on Notes
accepted for purchase up to, but excluding, the Early Settlement
Date or the Final Settlement Date (each as defined herein), as
applicable.
3. Tender Consideration and Total Consideration for the 5.250%
Notes due 2037. Hypothetical Tender Consideration and Hypothetical
Total Consideration for all other series of Notes, based on the
Reference Yield (as defined herein) of the Reference Treasury
Security (as set forth above) as of 2:00 p.m., New York City time
on March 3, 2014 and an Early Settlement Date (as defined herein)
on March 18, 2014. The actual Reference Yields of the Reference
Treasury Securities will be determined by the Lead Dealer Managers
based on certain quotes available at the Price Determination Date
(as defined herein), which is expected to be at 2:00 p.m., New York
City Time, on March 17, 2014. See Schedules A and B in the Offer to
Purchase for more detailed instructions.
4. Per $1,000 principal amount of Notes.
The Tender Offer will expire at 11:59 p.m., New York City Time,
on March 31, 2014, unless extended (such date and time, as the same
may be extended, the “Expiration Date”). Holders of Notes subject
to the Tender Offer must validly tender and not validly withdraw
their Notes at or before 5:00 p.m., New York City Time, on March
17, 2014, unless extended (such date and time, as the same may be
extended, the “Early Tender Date”) to be eligible to receive the
applicable Total Consideration (as defined below) for their
tendered Notes. Notes tendered may be validly withdrawn at any time
at or before 5:00 p.m., New York City time, on March 17, 2014 (the
“Withdrawal Deadline”), but not thereafter, except in limited
circumstances where additional withdrawal rights are required by
law (as determined by the Company). Holders of Notes subject to the
Tender Offer who validly tender their Notes after the Early Tender
Date and at or before the Expiration Date will only receive the
applicable Tender Consideration per $1,000 principal amount of
Notes tendered by such Holders that are acceptable for purchase,
which is equal to the applicable Total Consideration minus $30 (the
“Early Tender Premium”). After the Withdrawal Deadline, tendered
Notes may not be withdrawn except in certain limited circumstances
where additional withdrawal rights are required by law. Assuming
the Tender Offer is not extended and the conditions to the Tender
Offer are satisfied or waived, we expect that settlement for Notes
validly tendered and not validly withdrawn at or before the Early
Tender Date and accepted for purchase will occur on March 18, 2014,
and that settlement for Notes validly tendered and not validly
withdrawn at or before the Expiration Date and accepted for
purchase will occur on April 1, 2014.
The “Total Consideration” paid in the Tender Offer for the
Priority 1 Notes will be $1,110.00. The “Total Consideration” paid
in the Tender Offer for the Priority 2 Notes, Priority 3 Notes,
Priority 4 Notes and Priority 5 Notes will be determined in the
manner described in the Offer to Purchase by reference to a fixed
spread over the yield to maturity of the applicable U.S. Treasury
Security (the “Reference Treasury Security”) specified in the table
above and in the Offer to Purchase.
Holders of Notes that are validly tendered and not validly
withdrawn at or before the Early Tender Date and accepted for
purchase will receive the applicable “Total Consideration,” which
includes an early tender payment of $30 per $1,000 principal amount
of the Notes accepted for purchase (the “Early Tender Premium”).
Holders of Notes who validly tender their Notes after the Early
Tender Date and at or before the Expiration Date will only receive
the applicable Tender Consideration per $1,000 principal amount of
Notes tendered by such Holders that are accepted for purchase,
which is equal to the applicable Total Consideration minus the
Early Tender Premium. Holders whose Notes are accepted for purchase
pursuant to the Tender Offer will also receive accrued and unpaid
interest on their purchased Notes from the last interest payment
date for such Notes to, but excluding, the applicable settlement
date.
The Tender Offer is not conditioned upon any minimum amount of
Notes being tendered. Except as otherwise provided, the amounts of
each series of Notes that are purchased on any settlement date will
be determined in accordance with the Acceptance Priority Levels
specified in the table above and on the cover page of the Offer to
Purchase in the column entitled “Acceptance Priority Level” (the
“Acceptance Priority Level”), with 1 being the highest Acceptance
Priority Level and 5 being the lowest Acceptance Priority Level. In
addition, we will only accept for purchase Notes up to a combined
aggregate principal amount of $350,000,000 (the “Maximum Amount”).
Notes tendered at or prior to the Early Tender Date will be
accepted for purchase in priority to the Notes tendered after the
Early Tender Date even if such Notes tendered after the Early
Tender Date have higher Acceptance Priority Levels than Notes
tendered prior to the Early Tender Date.
Notes of a Series may be subject to proration on either the
Early Settlement Date or the Final Settlement Date, as the case may
be, if the aggregate principal amount of the Notes of such Series
tendered on such Settlement Date would cause the Maximum Amount to
be exceeded. If the aggregate principal amount of Notes validly
tendered at or prior to the Early Tender Date is equal to or in
excess of the Maximum Amount, no additional Notes of any Series
tendered after the Early Tender Date will be accepted for purchase.
As a result, Notes validly tendered after the Early Tender Date but
at or prior to the Expiration Date will be eligible for purchase
only if and to the extent that the aggregate principal amount of
Notes purchased on the Early Settlement Date (as defined herein) is
less than the Maximum Amount.
Subject to applicable law, the Tender Offer may be amended,
extended, terminated or withdrawn with respect to one or more
series of Notes. We may also increase or decrease the Maximum
Amount. If the Tender Offer is terminated with respect to any
series of Notes without Notes of such series being accepted for
purchase, Notes of such series tendered pursuant to the Tender
Offer will promptly be returned to the tendering holders. Notes
tendered pursuant to the Tender Offer and not purchased due to the
priority acceptance procedures or due to proration will be returned
to the tendering holders promptly following the Expiration Date or,
if the Tender Offer is fully subscribed as of the Early Tender
Date, promptly following the Early Tender Date.
Concurrently with the commencement of the Tender Offer, we
intend to offer and sell new debt securities of the Company through
an underwritten public offering (the “Notes Offering”). The net
proceeds of the Notes Offering, together with cash on hand, will be
used to finance the purchase of the Notes validly tendered pursuant
to the Tender Offer, and to pay all fees and expenses in connection
therewith. We expect to consummate the Notes Offering at or prior
to the Early Tender Date. Notwithstanding any other provision of
the Tender Offer, the Company’s obligation to accept for purchase,
and to pay for, any Notes validly tendered (and not validly
withdrawn) pursuant to the Tender Offer is conditioned upon the
following having occurred or having been waived by the Company at
or before the Early Tender Date: (a) the Company receiving funds in
the Notes Offering sufficient to purchase, together with cash on
hand, all Notes validly tendered (and not validly withdrawn) and
accepted for purchase by the Company and pay all fees and expenses
in connection with the Notes Offering and the Tender Offer (the
“Financing Condition”), and (b) satisfaction of the other
conditions to the Tender Offer set forth in the Offer to Purchase.
See “The Terms of the Tender Offer—Conditions to the Tender
Offer”.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. The
Tender Offer is being made solely pursuant to terms and conditions
set forth in the Offer to Purchase and the Letter of
Transmittal.
Goldman, Sachs, & Co. (“Goldman Sachs”) and J.P. Morgan
Securities LLC (“J.P. Morgan”) are serving as Lead Dealer Managers
for the Tender Offer. Questions regarding the Tender Offer may be
directed to Goldman Sachs at 800-828-3182 (toll free) or
212-902-6941 (collect), or to J.P. Morgan at 866-834-4666 (toll
free) or 212-834-4811 (collect). Requests for the Offer to
Purchase, the Letter of Transmittal, or the documents incorporated
by reference therein may be directed to Global Bondholder Services
Corporation, which is acting as Tender Agent for the Tender Offer,
at the following telephone numbers: banks and brokers,
212-430-3774; all others toll free at 866-924-2200.
About Pitney Bowes
Pitney Bowes provides technology solutions for small, mid-size
and large firms that help them connect with customers to build
loyalty and grow revenue. Many of the company’s solutions are
delivered on open platforms to best organize, analyze and apply
both public and proprietary data to two-way customer
communications. Pitney Bowes includes direct mail, transactional
mail and call center communications in its solution mix along with
digital channel messaging for the Web, email and mobile
applications. Pitney Bowes: Every connection is a new opportunity™.
www.pb.com.
Forward-Looking Statements
This document contains “forward-looking statements” about our
expected or potential future business and financial performance.
For us forward-looking statements include, but are not limited to,
statements about our future revenue and earnings guidance and other
statements about future events or conditions, including statements
about the terms and conditions of, and completion of, the Tender
Offer or the concurrent notes offering. Forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties include, but
are not limited to: risks associated with the consummation of the
Tender Offer and the concurrent notes offering; mail volumes; the
uncertain economic environment; timely development, market
acceptance and regulatory approvals, if needed, of new products;
fluctuations in customer demand; changes in postal regulations;
interrupted use of key information systems; management of
outsourcing arrangements; changes in business portfolio; foreign
currency exchange rates; changes in our credit ratings; management
of credit risk; changes in interest rates; the financial health of
national posts; and other factors beyond our control as more fully
outlined in the Company's 2013 Form 10-K Annual Report and other
reports filed with the Securities and Exchange Commission. Pitney
Bowes assumes no obligation to update any forward-looking
statements contained in this document as a result of new
information, events or developments.
Pitney Bowes Inc.Carol Wallace,
203-351-6974Carol.Wallace@pb.com
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