Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney
Bowes”) today announced the Reference Yield, Total Consideration
and Tender Offer Consideration (each as defined below) for its
previously announced 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”).
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 the terms and
conditions of the Offers.
The consideration to be paid in each of the Offers has been
determined in the manner described in the Offer to Purchase by
reference to a fixed spread over the yield to maturity (the
“Reference Yield”) of the applicable U.S. Treasury Security
specified in the table below 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 Notes at or
prior to the Early Tender Time (as defined below) that are accepted
for purchase will receive the applicable “Total Consideration”
listed in the table below, which includes an early tender payment
of $30 per $1,000 principal amount of Notes accepted for purchase
(the “Early Tender Premium”). Holders who validly tender after the
Early Tender Time but at or prior to the Expiration Time (as
defined below) that are accepted for purchase will receive the
Total Consideration listed in the table below minus the Early
Tender Premium (the “Tender Offer Consideration”). In addition, in
each case holders will receive accrued and unpaid interest on their
Notes up to, but excluding, the applicable settlement date.
Reference
Fixed
Outstanding Maximum U.S.
Spread Title of Security/ Principal
Series Treasury Reference (Basis
Tender Offer Early Tender Total CUSIP
No. Amount Tender Cap
Security Yield
Points) Consideration
Premium(1)
Consideration 4.875% Medium-Term
Notes due 2014
(CUSIP No. 72447WAU3)
$450,000,000 $200,000,000 0.250% due January 31, 2015 0.252% 40
$1,029.80 $30 $1,059.80
5.000% Notes due 2015CUSIP No.
724479AG5)
$400,000,000 $140,000,000 0.250% due January 31, 2015 0.252% 125
$1,038.95 $30 $1,068.95 4.750% Medium-Term
Notes due 2016
(CUSIP No. 72447XAA5)
$500,000,000 $75,000,000 0.375% due February 15, 2016 0.402% 200
$1,034.09 $30 $1,064.09
(1) 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. 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 principal amount of each series of Notes purchased pursuant
to the Offers will not exceed the applicable “Maximum Series Tender
Cap” set forth in the table above. 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,
the conditions described in the Offer to Purchase.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. 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 the 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, insurance, healthcare, telecommunications, legal, 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 revenues 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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