Pitney Bowes Inc. (NYSE: PBI) (the “Company” or “Pitney Bowes”)
announced today the expiration and final results for its previously
announced cash tender offers (collectively, the “Tender Offers,”
and each offer to purchase a series of notes individually, a
“Tender Offer”) to purchase up to $950,000,000 aggregate principal
amount (the “Aggregate Maximum Principal Amount”) of the
outstanding notes of the Company as set forth in the table below
(collectively, the “Notes”) tendered from each holder
(individually, a “Holder,” and collectively, the “Holders”) of the
applicable Notes, and the solicitation of Consents (the “Consent
Solicitation”) to amend certain provisions (the “Proposed
Amendments”) with respect to 3.375% Notes, each pursuant to the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated February 10, 2020 (the “Statement”).
The Tender Offers expired at 11:59 p.m. New York City time, on
March 9, 2020 (the “Expiration Time”).
As of 5:00 p.m., New York City time, on February 24, 2020 (the
“Early Tender Time”), holders of $1,150,841,000 aggregate principal
amount of the Notes subject to the Tender Offers had validly
tendered and not validly withdrawn such Notes. On February 26, 2020
(the “Early Settlement Date”), the Company accepted for purchase
$920,811,000 aggregate principal amount of the Notes. As previously
announced, because, as of the Early Tender Time, the aggregate
principal amount of each series of Waterfall Notes (as defined in
the Statement) tendered pursuant to the Tender Offers was greater
than each Waterfall Series Tender Cap, the Company previously
announced it would not accept any Waterfall Notes validly tendered
after the Early Tender Time, and the Company would be accepting for
purchase only 3.375% Notes validly tendered and not validly
withdrawn after the Early Tender Time, but at or prior to the
Expiration Time, subject to the Aggregate Maximum Principal
Amount.
Following the Early Tender Time, an additional $6,183,000 in
aggregate principal amount of 3.375% Notes subject to the Tender
Offers were validly tendered and not validly withdrawn prior to the
Expiration Time. The Company expects it will accept for purchase
all such 3.375% Notes validly tendered and not validly withdrawn
prior to the Expiration Time (in addition to the $920,811,000
aggregate principal amount of the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time, previously
accepted for purchase). As previously announced, the consideration
for each $1,000 principal amount of 3.375% Notes validly tendered
after the Early Tender Time and any Consents that have been validly
delivered and accepted for purchase pursuant to the 3.375% Notes
Tender Offer will be $1,005.00. The Company expects that the
settlement for such 3.375% Notes will occur on March 11, 2020.
MUFG Securities Americas Inc., Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC served as the Lead Dealer Managers in
connection with the Tender Offers and the Lead Solicitation Agents
in connection with the Consent Solicitation and SunTrust Robinson
Humphrey, Inc., Goldman Sachs & Co. LLC, Citizens Capital
Markets, Inc., RBC Capital Markets, LLC and Siebert Williams Shank
& Co., LLC served as the Co-Dealer Managers in the Tender
Offers and as the Co-Solicitation Agents in the Consent
Solicitation. Global Bondholder Services Corporation served as both
the depositary and the information agent for the Tender Offers and
the Consent Solicitation. Persons with questions regarding the
Tender Offers or the Consent Solicitation should contact MUFG
Securities Americas Inc. at (877) 744-4532 (toll-free) or (212)
405-7481 (collect); Citigroup Global Markets Inc. at (800) 558-3745
(toll-free) or (212) 723-6106 (collect); or J.P. Morgan Securities
LLC at (866) 834-4666 (toll-free) or (212) 834-8553 (collect).
Requests for copies of the Statement and other related materials
should be directed to Global Bondholder Services Corporation by
calling (banks and brokers collect) (212) 430-3774 or (all others
toll-free) (866) 470-3700 or by email at contact@gbsc-usa.com.
The Company and its affiliates may from time to time, after
completion of the Tender Offers and the Consent Solicitation,
purchase additional Notes or other debt securities in the open
market, in privately negotiated transactions, through tender
offers, exchange offers or otherwise, or the Company may redeem the
Notes or other debt securities pursuant to their terms. Any future
purchases, exchanges or redemptions may be on the same terms or on
terms that are more or less favorable to Holders of Notes than the
terms of the Tender Offers. Any future purchases, exchanges or
redemptions by the Company and its affiliates will depend on
various factors existing at that time. There can be no assurance as
to which, if any, of these alternatives (or combinations thereof)
the Company and its affiliates may choose to pursue in the
future.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the Notes. The Tender Offers were made solely by means of the
Statement. The Tender Offers are void in all jurisdictions where
they are prohibited. In those jurisdictions where the securities,
blue sky or other laws require the Tender Offers to be made by a
licensed broker or dealer, the Tender Offers will be deemed to have
been made on behalf of the Company by the dealer managers or one or
more registered brokers or dealers licensed under the laws of such
jurisdictions.
About Pitney Bowes
Pitney Bowes (NYSE:PBI) is a global technology company providing
commerce solutions that power billions of transactions. Clients
around the world, including 90 percent of the Fortune 500, rely on
the accuracy and precision delivered by Pitney Bowes solutions,
analytics, and APIs in the areas of ecommerce fulfillment, shipping
and returns; cross-border ecommerce; office mailing and shipping;
presort services; and financing. For nearly 100 years Pitney Bowes
has been innovating and delivering technologies that remove the
complexity of getting commerce transactions precisely right. For
additional information visit Pitney Bowes, the Craftsmen of
Commerce, at www.pitneybowes.com.
Forward Looking Statements
This press release includes
“forward-looking statements” about the Notes, solicitation of
Consents in the Statement. Any forward-looking statements contained
in this press release may change based on various factors. These
forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties and actual
results could differ materially. Words such as “estimate,”
“target,” “project,” “plan,” “believe,” “expect,” “anticipate,”
“intend” and similar expressions may identify such forward-looking
statements.
Although the Company believes
that the expectations reflected in its forward-looking statements
are reasonable, actual results could differ materially from those
projected or assumed in any of its forward-looking statements. The
Company’s future financial condition and results of operations, as
well as any forward-looking statements, are subject to change and
to inherent risks and uncertainties, such as those disclosed or
incorporated by reference in the Company’s filings with the SEC.
Please see Item 1A. under the caption “Risk Factors” in the
Company’s 2019 Annual Report on Form 10-K, as updated from time to
time in subsequently filed Quarterly Reports on Form 10-Q, and
other public filings, as they may be amended from time to time. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements in this press release, whether as a
result of new information, future events or otherwise, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200310005482/en/
Bill Hughes Chief Communications Officer Pitney Bowes
203-351-6785 William.hughes@pb.com
Adam David Investor Relations Pitney Bowes 203-351-7175
Adam.David@pb.com
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