Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney
Bowes”) today announced the early tender results as of 5:00 p.m.,
New York City Time, on March 17, 2014 (the “Early Tender Date”) in
respect of its previously announced cash tender offer (the “Tender
Offer”) for up to a combined aggregate principal amount of
$500,000,000 (the “Maximum Amount”) 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 principal amount of each series of Notes that were validly
tendered and not validly withdrawn in the Tender Offer as of the
Early Tender Date are set forth in the table below.
Title of Security
CUSIP Number
Aggregate Principal
Amount Outstanding
Acceptance Priority
Level
Aggregate Principal
Amount Tendered
Percent of Amount
Outstanding Tendered
5.250% Notes due 2037 72447XAB3 $500,000,000 1 $384,959,000 76.99%
5.750% Notes due 2017 72447XAC1 $500,000,000 2 $135,918,000 27.18%
4.750% Notes due 2016 72447XAA5 $370,914,000 3 $77,715,000 20.95%
4.750% Notes due 2018 72447WAA7 $350,000,000 4 $70,992,000 20.28%
5.600% Notes due 2018 72447XAD9 $250,000,000 5 $44,299,000 17.72%
The Company expects that it will accept for purchase all
Priority 1 Notes and a prorated amount of Priority 2 Notes validly
tendered and not validly withdrawn as of the Early Tender Date. The
settlement for the Notes accepted by the Company in connection with
the Early Tender Date is currently expected to take place on March
18, 2014 (the “Settlement Date”). The Notes tendered pursuant to
the Tender Offer may no longer be withdrawn, unless otherwise
required by law.
The Tender Offer will formally expire at 11:59 p.m., New York
City Time, on March 31, 2014, unless extended (the “Expiration
Date”). However, as the Company intends to accept for purchase the
Maximum Amount on the Settlement Date, further tenders of Notes
prior to the Expiration Date will not be accepted for purchase. The
amounts of each series of Notes that are purchased on the
Settlement Date will be determined in accordance with the
acceptance priority levels and the proration procedures described
in the Offer to Purchase. It is expected that the Priority 2 Notes
will be subject to a proration factor of approximately 85% percent
and that no Priority 3 Notes, Priority 4 Notes or Priority 5 Notes
will be accepted for purchase. The Tender Offer is not conditioned
upon any minimum amount of Notes being tendered, and the Tender
Offer may be amended, extended, terminated or withdrawn with
respect to one or more series of Notes.
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; 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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