Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney
Bowes”) today announced the final results 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 Company had previously accepted for purchase $148,446,000
principal amount of the 2014 Notes, $124,496,000 principal amount
of the 2015 Notes and $128,814,000 principal amount of the 2016
Notes, which had been validly tendered and not validly withdrawn in
the Offers as of 5:00 p.m. (New York City time) on March 11, 2013
(the “Early Tender Time”). Payment for all Notes accepted for
purchase thereby was made on March 12, 2013 (the “Early Settlement
Date”).
As of the expiration of the Offers at 11:59 p.m. (New York City
time) on March 25, 2013 (the “Expiration Time”), $150,430,000
principal amount of the 2014 Notes, of which $1,984,000 were
tendered after the Early Tender Time (the “Later Tender 2014
Notes”), $125,121,000 principal amount of the 2015 Notes, of which
$625,000 were tendered after the Early Tender Time (the “Later
Tender 2015 Notes”), and $129,086,000 principal amount of the 2016
Notes, of which $272,000 were tendered after the Early Tender Time
(the “Later Tender 2016 Notes” and, together with the Later Tender
2014 Notes and the Later Tender 2015 Notes, the “Later Tender
Notes”), were validly tendered and not validly withdrawn in the
Offers.
The Offers were 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.
Subject to the terms and conditions of the Offers, the Company
will accept for purchase all of the Later Tender Notes validly
tendered and not validly withdrawn pursuant to the Offers at or
prior to the Expiration Time. Payment for the Later Tender Notes
accepted for purchase is expected to be made on March 26, 2013 (the
“Final Settlement Date”).
Holders of the Later Tender Notes that were validly tendered and
not validly withdrawn pursuant to the Offers at or prior to the
Expiration Time will receive the “Tender Offer Consideration”
(listed in the table below). In addition, holders of such Later
Tender Notes will receive accrued and unpaid interest on their
Later Tender Notes up to, but excluding, the Final Settlement
Date.
Principal
Amount of Aggregate Principal Later
Tender Outstanding
Maximum
Principal Amount of Notes Title of
Security/ Principal
Series Tender
Amount Later Tender Accepted for Tender
Offer CUSIP No. Amount
Cap
Tendered Notes Purchase
Consideration(1)
4.875% Medium-Term
Notes due 2014
(CUSIP No. 72447WAU3)
$450,000,000 $200,000,000 $150,430,000 $1,984,000 $1,984,000
$1,029.80 5.000% Notes due 2015 (CUSIP No. 724479AG5)
$400,000,000 $140,000,000 $125,121,000 $625,000 $625,000 $1,038.95
4.750% Medium-Term
Notes due 2016
(CUSIP No. 72447XAA5)
$500,000,000 $130,000,000 $129,086,000 $272,000 $272,000 $1,034.09
(1) Per $1,000 principal amount
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale was made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. The
Offers were 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”) served 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 acted 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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