Pitney Bowes Inc. (NYSE: PBI) (the “Company” or “Pitney Bowes”)
announced today (i) the early tender results as of 5:00 p.m. New
York City time, on February 24, 2020 (the “Early Tender Time”) 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 (ii) that the Consents of Holders of a
majority in aggregate principal amount of the outstanding 3.375%
Notes (the “Requisite Consents”) with respect to its previously
announced solicitation of Consents (the “Consent Solicitation”) to
amend certain provisions (the “Proposed Amendments”) of certain
Indenture Documents (as defined below) have been obtained and that
the Company intends to execute a Second Supplemental Indenture with
the applicable trustee to effect the Proposed Amendments.
In addition, the Company hereby amends the terms and conditions
of the Consent Solicitation described in the Offer to Purchase and
Consent Solicitation Statement dated February 10, 2020 (the “Offer
to Purchase and Consent Solicitation Statement”) to provide that,
if any 3.375% Notes validly tendered after the Early Tender Time
and prior to the Expiration Time and not validly withdrawn are
subject to proration, the Consent related to any 3.375% Notes
accepted for purchase will not be deemed null and void. Terms used
but not defined herein have the meaning ascribed to them in the
Offer to Purchase and Consent Solicitation Statement. The principal
amount of each series of Notes that were validly tendered and not
validly withdrawn in the Tender Offers as of the Early Tender Time
is set forth in the table below:
As of the Early Tender
Date
Series of Notes(3)
CUSIP Number(s)
Aggregate Principal Amount
Outstanding
Waterfall Series Tender
Cap
Acceptance Priority
Level
Principal Amount
Tendered
Percent of Outstanding
Tendered
Tender Offer Consideration
(1)
Early Tender
Premium(1)
Total Consideration
(1)(2)
3.375% Notes due 2021
724479AK6
$600,000,000
None.
1
$420,811,000
70.14%
$1,005.00
$30.00
$1,035.00
3.875% Notes due 2022
724479AL4
$400,000,000
$250,000,000
2
$343,219,000
85.80%
$1,020.00
$30.00
$1,050.00
4.700% Notes due 2023
724479AN0
$400,000,000
$125,000,000
3
$251,254,000
62.81%
$997.50
$30.00
$1,027.50
4.625% Notes due 2024
724479AJ9
$500,000,000
$125,000,000
4
$135,557,000
27.11%
$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 set out in the table above
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.
The Proposed Amendments would amend certain provisions 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 (formerly known as
The Bank of New York), as 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. The Proposed Amendments must be
consented to by Holders of a majority in principal amount of the
outstanding 3.375% Notes issued under the Indenture Documents in
order to be adopted with respect to the 3.375% Notes. Based on the
results above, the Company has received the Requisite Consents from
Holders of the 3.375% Notes to amend the Indenture Documents with
respect to the 3.375% Notes. As a result, a supplemental indenture
will be promptly executed to effect the Proposed Amendments to the
Indenture Documents.
As previously announced, withdrawal rights for each of the
Tender Offers expired at 5:00 p.m., New York City time, on February
24, 2020. The Company also announces that it has elected to
exercise its right to accept for purchase the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Time (and, with respect to the 3.375% Notes only, all Consents that
have been validly delivered), subject to the Aggregate Maximum
Principal Amount, the Acceptance Priority Levels (as defined in the
Offer to Purchase and Consent Solicitation Statement), the
Waterfall Series Tender Caps (with respect to the Waterfall Notes
only), and proration as described in the Offer to Purchase and
Consent Solicitation Statement.
Because the aggregate principal amount of the Waterfall Notes
tendered pursuant to the Tender Offers at the Early Tender Time
would cause the Company to purchase principal amount of such
Waterfall Notes greater than each Waterfall Series Tender Cap, the
Tender Offers for such series of Waterfall Notes are
oversubscribed, and the Company will accept for purchase only
3.375% Notes validly tendered after the Early Tender Time but
before the Expiration Time (as earlier announced), up to the
Aggregate Maximum Principal Amount. The Company will accept for
purchase validly tendered and not validly withdrawn Waterfall Notes
on a prorated basis as described in the Offer to Purchase and
Consent Solicitation Statement, using a proration factor of
approximately (i) 72.8% with respect to the 3.875% Notes, (ii)
49.8% with respect to the 4.700% Notes, and (iii) 92.2% with
respect to the 4.625% Notes. The Company will accept for purchase
all of the 3.375% Notes validly tendered and not validly withdrawn
at or prior to the Early Tender Time. Any tendered Notes that are
not accepted for purchase will promptly be returned or credited
without expense to the Holder’s account.
The Company will accept for purchase $920,811,000 aggregate
principle amount of the Notes validly tendered and not validly
withdrawn prior to the Early Tender Time. As previously announced,
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 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”). The Early Settlement
Date (as defined in the Offer to Purchase and Consent Solicitation
Statement) for each of the Tender Offers is expected to be on
February 26, 2020.
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 as the 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.
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 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/20200225005561/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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