- Current report filing (8-K)
April 30 2012 - 5:32PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
Current Report
Pursuant
to Section 13 or 15(d) of the Securities
Exchange Act of 1934
April 30, 2012 (April 24, 2012)
Date of Report (Date of earliest event reported)
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Pitney Bowes Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-3579
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06-0495050
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. Employer
Identification No.)
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World Headquarters
1 Elmcroft Road
Stamford, Connecticut 06926-0700
(Address of principal executive offices)
(203) 356-5000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On
April 24, 2012, Pitney Bowes Inc., (the Company), as Borrower, entered
into a Credit Agreement among the Company, each of the lenders named therein,
JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities
LLC and RBS Securities Inc., as bookrunners and lead arrangers, providing for
revolving credit commitments in the aggregate amount of $1 billion (the Credit
Agreement). The following is a summary only of the Credit Agreement.
In connection with entering into the Credit Agreement, the Company terminated the existing Credit
Agreement, dated as of May 21, 2010, which provided for revolving credit commitments in the aggregate amount of $1.25
billion, and which was scheduled to expire in May 2013. The Credit Agreement has a four-year term and amounts may be borrowed
in any combination of U.S. dollars, Pounds Sterling, euros and such other currencies as may be agreed upon for general
corporate purposes. The commitment includes a sublimit for the issuance of one or more letters of credit not exceeding an
aggregate face amount of $200 million, denominated in U.S. dollars, Pounds Sterling, euros or such other currencies as may be
agreed upon. No proceeds from the Credit Agreement were drawn down at closing.
From and after
the Effective Date, the Company may, subject to the satisfaction of certain
conditions and consent by the administrative agent, designate one or more of
the Companys domestic or foreign subsidiaries as an additional borrower under
the Facility. Following such designation and acceptance thereof by the
administrative agent, the obligations of such additional borrower would be
guaranteed by the Company.
Borrowings
under the Credit Agreement will bear interest at a rate per annum equal to, at
the option of the Company, (1) LIBOR for the relevant currency plus an
applicable margin based upon the corporate credit ratings of the Company, or
(2) an alternate base rate equal to the highest of (i) the federal
funds effective rate plus 0.50%, (ii) JPMorgan Chase Bank, N.A.s prime
rate and (iii) one-month LIBOR plus 1%, plus an applicable margin based
upon the corporate credit ratings of the Company. In addition, the Company may
request that the lenders offer to make absolute rate or LIBOR rate loans to the
Company (or, if applicable, a subsidiary borrower) subject to such lower
interest rate to which a lender may agree.
The Credit
Agreement also requires payment to the lenders of a facility fee on the amount
of the lenders commitments under the credit facility from time to time at
rates based upon the applicable corporate credit ratings of the Company.
Voluntary prepayments of the loans and voluntary reductions of the unutilized
portion of the commitments under the credit facility are permissible without
penalty, subject to certain conditions pertaining to minimum notice and minimum
reduction amounts.
The Credit
Agreement contains affirmative and negative covenants that we believe are usual
and customary for senior unsecured credit agreements, including a financial
covenant requiring a maximum of a 3.5 to 1.0 adjusted leverage ratio,
which is the ratio of the Companys total adjusted debt to its adjusted
consolidated EBITDA, each as defined in the Credit Agreement.
The negative
covenants are substantially similar to those in the existing credit agreement
noted above, and include, among other things, limitations (each of which is
subject to customary exceptions for financings of this type) on our ability to:
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grant liens;
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enter into
transactions resulting in fundamental changes (such as mergers or sales of all
or substantially all of the assets of the Company); and
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make any
material change in the fundamental nature of the business of the Company and
its subsidiaries.
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The Credit
Agreement also contains customary events of default (subject to grace periods,
as appropriate) including among others: nonpayment of principal, interest or
fees; breach of the financial, affirmative or negative covenants; breach of the
representations or warranties in any material respect; payment default on, or
acceleration of, other material indebtedness; bankruptcy or insolvency;
material judgments entered against the Company or any of its subsidiaries;
certain ERISA violations; and a change of control of the Company.
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Pitney Bowes
Inc.
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April 30,
2012
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/s/ Michael
Monahan
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Michael
Monahan
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Executive
Vice President and Chief Financial Officer
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