Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney
Bowes”) today announced it has commenced cash tender offers (the
“Offers”) for its 4.875% Medium-Term Notes due 2014 (the “2014
Notes”), 5.000% Notes due 2015 (the “2015 Notes”) and 4.750%
Medium-Term Notes due 2016 (the “2016 Notes” and, together with the
2014 Notes and the 2015 Notes, the “Notes”).
Concurrently with the Offers, the Company intends to offer and
sell new debt securities of the Company through an underwritten
public offering (the “Notes Offering”). The net proceeds of the
Notes Offering, in addition to cash on hand, will be used to
finance the purchase of the Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Offers, and to
pay all fees and expenses in connection therewith.
The Offers are being made pursuant to an Offer to Purchase,
dated February 26, 2013 (the “Offer to Purchase”) and related
Letter of Transmittal, dated February 26, 2013 (the “Letter of
Transmittal”), which set forth a description of terms of the
Offers. A summary of the Offers is outlined below:
Title of Security/
CUSIP No.
Outstanding Principal Amount Maximum Series
Tender Cap Reference U.S. Treasury Security
Bloomberg Reference Page
(1)
Fixed Spread (Basis Points)
Early Tender Premium
(2)
4.875% Medium-Term Notes due 2014 (CUSIP No. 72447WAU3)
$450,000,000 $160,000,000 0.250% due January 31, 2015 BBT1 50 $30
5.000% Notes due 2015 (CUSIP No. 724479AG5) $400,000,000
$100,000,000 0.250% due January 31, 2015 BBT1 150 $30 4.750%
Medium-Term Notes due 2016 (CUSIP No. 72447XAA5) $500,000,000
$50,000,000 0.375% due February 15, 2016 BBT1 200 $30
(1) The applicable page on Bloomberg from which the Joint Dealer
Managers will quote the bid side prices of the applicable Reference
U.S. Treasury Security.
(2) Per $1,000 principal amount of Notes.
The Offers are scheduled to expire at 11:59 p.m., New York City
time, on March 25, 2013, unless any one or more of the Offers are
extended or earlier terminated by the Company in its sole
discretion (such date and time, as the same may be extended with
respect to any one or more of the Offers, the “Expiration Time”).
Holders of the Notes must validly tender their Notes at or before
5:00 p.m., New York City time, on March 11, 2013, unless extended
by the Company (such date and time, as the same may be extended
with respect to any one or more of the Offers, the “Early Tender
Time”), to be eligible to receive the Total Consideration (as
defined below). Tenders of the Notes may be validly withdrawn at
any time prior to 5:00 p.m., New York City time, on March 11, 2013,
unless extended by the Company with respect to any one or more of
the Offers. After such time, the Notes may not be validly withdrawn
except as otherwise provided in the Offer to Purchase or as
required by law.
The consideration paid in each of the Offers will be determined
in the manner described in the Offer to Purchase by reference to a
fixed spread over the yield to maturity of the applicable U.S.
Treasury Security (the “Reference U.S. Treasury Security”)
specified in the table above and on the cover page of the Offer to
Purchase in the column entitled “Reference U.S. Treasury Security.”
Holders who validly tender and do not validly withdraw the Notes at
or prior to the Early Tender Time that are accepted for purchase
will receive the “Total Consideration,” which includes an early
tender payment of $30 per $1,000 principal amount of the Notes
accepted for purchase (the “Early Tender Premium”). Holders who
validly tender and do not validly withdraw the Notes after the
Early Tender Time but at or prior to the Expiration Time that are
accepted for purchase will receive the Total Consideration minus
the Early Tender Premium. In addition, in each case Holders will
receive accrued and unpaid interest on their Notes up to, but
excluding, the applicable settlement date.
The principal amount of each series of Notes purchased pursuant
to the Offers will not exceed the applicable Maximum Series Tender
Cap. Subject to the terms and conditions of the Offers, the Company
may, at its option, accept for purchase and pay for (i) promptly
after the Early Tender Time and at or prior to the Expiration Time
(such payment date being the “Early Settlement Date”), a portion of
the Notes of any series that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time up to the applicable
Maximum Series Tender Cap, and (ii) promptly after the Expiration
Time, accept for purchase and pay for a principal amount of the
Notes of each series up to the applicable Maximum Series Tender
Cap, less the principal amount of any Notes of such series
purchased on the Early Settlement Date (if any), in each case
subject to proration as described in the Offer to Purchase. If the
aggregate principal amount of Notes for a particular series validly
tendered at or prior to the Early Tender Time is equal to or in
excess of the applicable Maximum Series Tender Cap, no additional
Notes of such series will be accepted for purchase after the Early
Tender Time.
Each Offer is being made independent of each other Offer. No
Offer is conditioned on any of the other Offers or upon any minimum
principal amount of the Notes of any series being tendered. The
Company may extend or otherwise amend the Early Tender Time or the
Expiration Time, or increase or decrease the Maximum Series Tender
Caps, with respect to any or all of the Offers, without extending
or otherwise reinstating the withdrawal rights of Holders, with
respect to one or more of the Offers, unless required by law (as
determined by the Company in its sole discretion).
The Company’s obligation to accept for purchase, and to pay for,
any Notes validly tendered pursuant to the Offers is subject to and
conditioned upon the satisfaction of, or the Company’s waiver of,
(i) the Company receiving funds in the Notes Offering on terms and
conditions reasonably satisfactory to the Company and (ii) the
other conditions described in the Offer to Purchase under the
heading “Terms of the Offers—Conditions of the Offers”.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities, including any debt
securities pursuant to the Notes Offering. No offer, solicitation,
purchase or sale will be made in any jurisdiction in which such
offer, solicitation, or sale would be unlawful. The Offers are
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 Joint Dealer Managers
for the Offers. Questions regarding the Offers may be directed to
Goldman Sachs at 800-828-3182 (toll free) or 212-357-6436
(collect), or to J.P. Morgan at 866-834-4666 (toll free) or
212-834-2494 (collect). Requests for the Offer to Purchase or the
Letter of Transmittal or the documents incorporated by reference
therein may be directed to Global Bondholder Services Corporation,
which is acting as Tender and Information Agent for the Offers, at
the following telephone numbers: banks and brokers, 212-430-3774;
all others toll free at 866-470-4200.
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. The Company’s solutions for
financial services, healthcare, legal, nonprofit, public sector and
retail organizations are delivered on open platforms to best
organize, analyze and apply both public and proprietary data to
two-way customer communications. Pitney Bowes is the only firm that
includes direct mail, transactional mail, call centers and in-store
technologies in its solution mix along with digital channels such
as the Web, email, live chat and mobile applications. Pitney Bowes
has approximately USD $5 billion in annual revenue and 27,000
employees worldwide. Pitney Bowes: Every connection is a new
opportunity™. www.pb.com
Forward-Looking Statements
This press release 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.
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: 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; 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
2012 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.
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