Pitney Bowes Inc. (NYSE: PBI) (the “Company” or “Pitney Bowes”)
announced today that it has commenced 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”). The Company
will accept for purchase its outstanding (i) 3.375% Notes due 2021
(the “3.375% Notes”), and (ii) 3.875% Notes due 2022 (the “3.875%
Notes”), 4.700% Notes due 2023 (the “4.700% Notes”) and 4.625%
Notes due 2024 (the “4.625% Notes” and together with the 3.875%
Notes and the 4.700% Notes, the “Waterfall Notes”), up to the
Waterfall Series Tender Cap applicable to such series of Notes as
set forth on the table below (each, a “Waterfall Series Tender Cap”
and together, the “Waterfall Series Tender Caps.”)
The terms and conditions of the Tender Offers and the Consent
Solicitation are described in an Offer to Purchase and Consent
Solicitation Statement dated February 10, 2020 (the “Offer to
Purchase and Consent Solicitation Statement”). Terms used but not
defined herein have the meaning ascribed to them in the Offer to
Purchase and Consent Solicitation Statement.
Dollars per $1,000 Principal
Amount of Notes
Series of Notes(3)
CUSIP Number(s)
Aggregate Principal
Amount Outstanding
Waterfall
Series
Tender Cap
Acceptance
Priority
Level
Tender Offer
Consideration(1)
Early Tender
Premium (1)
Total Consideration
(1)(2)
3.375% Notes due 2021
724479AK6
$600,000,000
None.
1
$1,005.00
$30.00
$1,035.00
3.875% Notes due 2022
724479AL4
$400,000,000
$250,000,000
2
$1,020.00
$30.00
$1,050.00
4.700% Notes due 2023
724479AN0
$400,000,000
$125,000,000
3
$997.50
$30.00
$1,027.50
4.625% Notes due 2024
724479AJ9
$500,000,000
$125,000,000
4
$962.50
$30.00
$992.50
(1) Per $1,000 principal amount of Notes validly tendered (and
not validly withdrawn) and accepted for purchase by the
Company.
(2) Includes the Early Tender Premium (as defined herein) for
Notes validly tendered prior to the Early Tender Time (and not
validly withdrawn) and accepted for purchase by the Company.
(3) Interest rates included herein represent the respective
initial interest rate of each series of Notes subject to the Tender
Offers. Due to the occurrence of certain triggering events since
they were originally issued, the 3.375% Notes, 3.875% Notes and
4.700% Notes currently bear interest at a rate of 4.125% per annum,
4.625% per annum and 5.200% per annum, respectively.
In connection with the Tender Offer for the 3.375% Notes, the
Company has commenced a solicitation of consents (the “Consent
Solicitation”) from holders of the 3.375% Notes to amend certain
provisions (the “Proposed Amendments”) of the senior debt indenture
dated February 14, 2005, as thereafter supplemented and amended
(the “Base Indenture”), by and between the Company and Citibank,
N.A., as trustee, as supplemented by the first supplemental
indenture, dated as of October 23, 2007, by and among the Company,
The Bank of New York Mellon Trust Company, N.A. (formerly known as
The Bank of New York), as trustee (the “Trustee”), and Citibank,
N.A., as resigning trustee (the “First Supplemental Indenture”, and
together with the Base Indenture, the “Indenture”), and certain
provisions of that certain Officers’ Certificate of the Company,
dated as of September 22, 2016 (the “3.375% Notes Officers’
Certificate,” and together with the Indenture, the “Indenture
Documents”), pursuant to which 3.375% Notes were issued. The
Proposed Amendments would amend the Indenture Documents with
respect to the 3.375% Notes only, to, among other things, eliminate
substantially all of the restrictive covenants and certain events
of default under such Indenture and reduce the minimum notice
period required for redemptions of the 3.375% Notes from 30
calendar days as currently required by the Indenture to 3 business
days.
Each of the Tender Offers and the Consent Solicitation will
expire at 11:59 p.m., New York City time, on March 9, 2020, or any
other date and time to which the Company extends such Tender Offer
or the Consent Solicitation (such date and time with respect to a
Tender Offer or the Consent Solicitation, as it may be extended for
such Tender Offer or, with respect to the 3.375% Notes only, the
Consent Solicitation, the “Expiration Time”), unless earlier
terminated. No tenders of Notes or, with respect to the 3.375%
Notes only, deliveries of the consents pursuant to the Consent
Solicitation will be valid if submitted after the Expiration Time.
Tendered Notes may be validly withdrawn (and consents, with respect
to the 3.375% Notes only, may be validly revoked) from the 3.375%
Notes Tender Offer and the Consent Solicitation at or prior to, but
not after, 5:00 p.m., New York City time, on February 24, 2020
(such date and time with respect to a Tender Offer or the Consent
Solicitation, as it may be extended for such Tender Offer or the
Consent Solicitation, the “Withdrawal Deadline”). Holders of Notes
who tender their Notes (and, with respect to the 3.375% Notes only,
revoke their consents) after the Withdrawal Deadline, but prior to
the Expiration Time, may not withdraw their tendered Notes (or,
with respect to the 3.375% Notes only, revoke their consents),
except for certain limited circumstances where additional
withdrawal rights or revocation rights are required by law.
Upon the terms and subject to the conditions of the Tender
Offers and the Consent Solicitation, the consideration for each
$1,000 principal amount of Notes validly tendered (and, with
respect to the 3.375% Notes only, any consents that have been
validly delivered) and accepted for purchase pursuant to the Tender
Offers will be the tender offer consideration for the applicable
series of Notes set forth in the table above (with respect to each
series of Notes, the “Tender Offer Consideration”). Holders of
Notes that are validly tendered (and, with respect to the 3.375%
Notes only, any consents that have been validly delivered) at or
prior to 5:00 p.m., New York City time, on February 24, 2020 (such
date and time with respect to a Tender Offer or the Consent
Solicitation, as it may be extended for such Tender Offer or the
Consent Solicitation, the “Early Tender Time”) and accepted for
purchase pursuant to the Tender Offers will receive the applicable
Tender Offer Consideration plus the early tender premium for the
applicable series of Notes set forth in the table above (with
respect to each series of Notes, the “Early Tender Premium” and,
together with the applicable Tender Offer Consideration, the “Total
Consideration”). Holders of Notes validly tendered (and, with
respect to the 3.375% Notes only, any consents that have been
validly delivered) after the Early Tender Time, but before the
Expiration Time, and accepted for purchase pursuant to the Tender
Offers will receive the applicable Tender Offer Consideration, but
not the Early Tender Premium.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for
purchase pursuant to the Tender Offers will, on the Early
Settlement Date or the Final Settlement Date (each as defined
below), as applicable, also receive accrued and unpaid interest on
those Notes from the last interest payment date with respect to
those Notes to, but not including, the Early Settlement Date or the
Final Settlement Date, as applicable.
Subject to compliance with applicable law, the Company may (i)
extend or otherwise amend the Early Tender Time or the Expiration
Time with respect to any Tender Offer and, with respect to the
3.375% Notes only, the Consent Solicitation or (ii) increase or
decrease the Aggregate Maximum Principal Amount and/or any
Waterfall Series Tender Cap, or add a tender cap for the 3.375%
Notes, in each case without extending the Withdrawal Deadline for
such Tender Offer or the Consent Solicitation or otherwise
reinstating withdrawal or revocation rights of Holders for such
Tender Offer or the Consent Solicitation. In addition, the Early
Tender Time with respect to a Tender Offer and, with respect to the
3.375% Notes only, the Consent Solicitation can be extended
independently of the Early Tender Time or Withdrawal Deadline with
respect to any other Tender Offer (provided; however, that, with
respect to the 3.375% Notes only, any extension of the Early Tender
Time or the Withdrawal Deadline will result in a corresponding
extension for the Consent Solicitation). There can be no assurance
that the Company will change the Aggregate Maximum Principal
Amount, the Waterfall Series Tender Caps, or add a tender cap for
the 3.375% Notes. If the Company changes the Aggregate Maximum
Principal Amount, any Waterfall Series Tender Cap, or adds a tender
cap for the 3.375% Notes, it does not expect to extend the
Withdrawal Deadline, subject to applicable law.
The Company reserves the right, in its sole discretion, at any
point following the Early Tender Time and before the Expiration
Time, to accept for purchase any Notes validly tendered (and, with
respect to the 3.375% Notes only, any consents that have been
validly delivered) at or prior to the Early Tender Time (the date
of such acceptance and purchase, the “Early Settlement Date”),
subject to the Aggregate Maximum Principal Amount, the Acceptance
Priority Levels, the Waterfall Series Tender Caps (with respect to
the Waterfall Notes only), and proration as described herein. The
Early Settlement Date will be determined at the Company’s option
and is currently expected to occur on February 26, 2020, assuming
the conditions to the Tender Offers and, with respect to the 3.375%
Notes only, the Consent Solicitation have been either satisfied or
waived by the Company at or prior to the Early Settlement Date. The
Company has no obligation to elect to have an Early Settlement
Date. Irrespective of whether the Company chooses to exercise the
Company’s option to have an Early Settlement Date, it will purchase
any remaining Notes that have been validly tendered (and, with
respect to the 3.375% Notes only, consents that have been validly
delivered) at or prior to the Expiration Time and accepted for
purchase, subject to all conditions to the Tender Offers and, with
respect to the 3.375% Notes only, the Consent Solicitation having
been either satisfied or waived by the Company, promptly following
the Expiration Time (the date of such acceptance and purchase, the
“Final Settlement Date”; the Final Settlement Date and the Early
Settlement Date each being a “Settlement Date”), subject to the
Aggregate Maximum Principal Amount, the Acceptance Priority Levels,
the Waterfall Series Tender Caps (with respect to the Waterfall
Notes only), and proration as described herein. The Final
Settlement Date is expected to occur on the second business day
following the Expiration Time, assuming the conditions to the
Tender Offers and, with respect to the 3.375% Notes only, the
Consent Solicitation have been either satisfied or waived by the
Company at or prior to the Expiration Time and the Aggregate
Maximum Principal Amount is not purchased on the Early Settlement
Date.
Subject to the Aggregate Maximum Principal Amount, the Waterfall
Series Tender Caps (with respect to the Waterfall Notes only), and
proration as described herein, all Notes validly tendered at or
before the Early Tender Time having a higher Acceptance Priority
Level will be accepted before any Notes validly tendered at or
before the Early Tender Time having a lower Acceptance Priority
Level are accepted, and all Notes validly tendered after the Early
Tender Time having a higher Acceptance Priority Level will be
accepted before any Notes validly tendered after the Early Tender
Time having a lower Acceptance Priority Level are accepted in the
Tender Offers. Accordingly, subject to the Waterfall Series Tender
Caps (with respect to the Waterfall Notes only), all validly
tendered Notes with an Acceptance Priority Level 1 will be accepted
before any validly tendered Notes with an Acceptance Priority Level
2, and so on, until the Aggregate Maximum Principal Amount is
allocated. Once all Notes validly tendered in a certain Acceptance
Priority Level have been accepted, Notes from the next Acceptance
Priority Level may begin to be accepted. If the remaining portion
of the Aggregate Maximum Principal Amount and the Waterfall Series
Tender Caps (with respect to the Waterfall Notes only), as
applicable, is adequate to purchase some but not all of the
aggregate principal amount of Notes validly tendered within the
next Acceptance Priority Level, Notes validly tendered in that
Acceptance Priority Level will be accepted on a pro rata basis,
based on the aggregate principal amount of Notes validly tendered
with respect to that Acceptance Priority Level, and no Notes with a
lower Acceptance Priority Level will be accepted.
Notwithstanding the foregoing, even if the Tender Offers are not
fully subscribed as of the Early Tender Time, subject to the
Aggregate Maximum Principal Amount and the Waterfall Series Tender
Caps (with respect to the Waterfall Notes only), Notes validly
tendered at or before the Early Tender Time will be accepted for
purchase in priority to other Notes validly tendered after the
Early Tender Time, even if such Notes validly tendered after the
Early Tender Time have a higher Acceptance Priority Level than
Notes validly tendered prior to the Early Tender Time. In addition,
if the aggregate principal amount of Notes validly tendered at or
before the Early Tender Time exceeds the Aggregate Maximum
Principal Amount, the Company will not accept for purchase any
Notes tendered after the Early Tender Time. If the aggregate
principal amount of any series of Waterfall Notes validly tendered
at or before the Early Tender Time exceeds the applicable Waterfall
Series Tender Cap, the Company will not accept for purchase any
Notes of such series tendered after the Early Tender Time.
Any Holder who tenders 3.375% Notes pursuant to the 3.375% Notes
Tender Offer must also concurrently deliver a consent to the
Proposed Amendments pursuant to the Consent Solicitation. Holders
who validly tender their 3.375% Notes pursuant to the 3.375% Notes
Tender Offer with respect to the 3.375% Notes, will be deemed to
have delivered their consents for the 3.375% Notes pursuant to the
Consent Solicitation by virtue of such tender. Holders may not
deliver consents with respect to the 3.375% Notes without also
tendering their 3.375% Notes in the 3.375% Notes Tender Offer. A
Holder may not revoke a consent with respect to the 3.375% Notes
without withdrawing the previously tendered 3.375% Notes to which
such consent relates. A valid withdrawal of tendered Notes prior to
the Withdrawal Deadline will constitute the concurrent valid
revocation of such Holder’s related consent.
Acceptance for tenders of any series of Notes may be subject to
proration as to such series if the aggregate principal amount of
the Notes of such series would cause the Aggregate Maximum
Principal Amount to be exceeded. Acceptance for tenders of any
series of Waterfall Notes may also be subject to proration if the
aggregate principal amount of such series of Waterfall Notes
exceeds the applicable Waterfall Series Tender Cap. If the Tender
Offers are fully subscribed as of the Early Tender Time, Holders
who validly tender Notes after the Early Tender Time will not have
any of their Notes accepted for purchase.
The Tender Offers are not conditioned upon a minimum amount of
Notes of any series, or a minimum amount of Notes of all series,
being tendered, or upon obtaining the Requisite Consents (as
defined below). The adoption of the Proposed Amendments with
respect to the Indenture Documents and the 3.375% Notes is,
however, conditioned upon, among other things, obtaining consents
of Holders of a majority in aggregate principal amount of the
outstanding 3.375% Notes to the Proposed Amendments (the “Requisite
Consents”) with respect to the Indenture Documents and such Notes.
In the event of any proration of the 3.375% Notes, any delivered
Consents will be null and void and the Requisite Consents will be
deemed not to have been obtained with respect to such Notes.
MUFG Securities Americas Inc., Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC are serving 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 are serving as the Co-Dealer Managers
in the Tender Offers and Co-Solicitation Agents in the Consent
Solicitation. Global Bondholder Services Corporation has been
retained to serve 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 Offer to Purchase
and Consent Solicitation 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.
None of the Company, its officers, the dealer managers, the
solicitation agents, the depositary, the information agent or the
trustees with respect to the Notes, or any of the Company’s or
their respective affiliates, makes any recommendation that holders
tender or refrain from tendering all or any portion of the
principal amount of their Notes, and no one has been authorized by
any of them to make such a recommendation. Holders must make their
own decision as to whether to tender their Notes, deliver their
consents and, if so, the principal amount of Notes to which action
is to be taken. The Tender Offers and the Consent Solicitation are
made only by the Offer to Purchase and Consent Solicitation
Statement. This press release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the Tender Offers.
The Tender Offers and the Consent Solicitation are not being made
to holders of Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in
which the Tender Offers or the Consent Solicitation are required to
be made by a licensed broker or dealer, the Tender Offers and the
Consent Solicitation will be deemed to be made on behalf of the
Company by the dealer managers, solicitation agents or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
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 are being made solely by means of the
Offer to Purchase and Consent Solicitation 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 be 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 Company’s intention to
purchase the Notes and solicit consents in the Offer to Purchase
and Consent Solicitation 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 2018 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200210005436/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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