Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney
Bowes”) today announced the pricing for its previously announced
cash tender offer (the “Tender Offer”) for up to a combined
aggregate principal amount of $500,000,000 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, each as amended
by the Company’s upsize press release dated March 4, 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 has been 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”) and is set forth in
the table below.
Holders of Notes that are validly tendered and not validly
withdrawn at or before 5:00 p.m., New York City Time, on March 17,
2014 (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 11:59 p.m., New York City time, on March 31, 2014
(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 and
is set forth in the table below. 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.
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(2)(3)
Early Tender
Premium(4)
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 $1,109.36 $30
$1,139.36 4.750% Notes due 2016 72447XAA5 $370,914,000 3 0.375% UST
due 01/15/2016 FIT4 15 $1,047.66 $30 $1,077.66 4.750% Notes due
2018 72447WAA7 $350,000,000 4 1.500% UST due 02/28/2019 FIT1 85
$1,062.28 $30 $1,092.28 5.600% Notes due 2018 72447XAD9
$250,000,000 5 1.500% UST due 02/28/2019 FIT1 85 $1,090.95 $30
$1,120.95
1. The applicable page on Bloomberg from which the Lead Dealer
Managers have quoted the bid-side prices of the applicable
Reference Treasury Security.2. Per $1,000 principal amount of Notes
(as defined herein) tendered and accepted for purchase. Holders 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 (as defined herein), as
applicable.3. Tender Consideration and Total Consideration for all
series of Notes, based on the Reference Yield of the Reference
Treasury Security as of 2:00 p.m., New York City time on March 17,
2014 and an Early Settlement Date on March 18, 2014.4. Per $1,000
principal amount of Notes.
Notes may be withdrawn at or before 5:00 p.m., New York City
time, on March 17, 2014 (the “Withdrawal Deadline”) and not
thereafter 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 (the “Early
Settlement Date”), 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 “Final
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 $500,000,000 (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.
The Company’s obligation to accept for purchase, and to pay for,
any Notes validly tendered (and not validly withdrawn) and accepted
for purchase pursuant to the Tender Offer is conditioned upon
satisfaction of the 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. 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.Charles F. McBride, 203-351-6349VP, Investor
Relationscharles.mcbride@pb.com
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