Pitney Bowes Inc. (NYSE: PBI) (the “Company” or “Pitney Bowes”)
announced today that it has commenced cash tender offers
(collectively, the “Tender Offers,” and each offer to purchase a
series of notes individually, a “Tender Offer”) to purchase up to
$375,000,000 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”). The Company
will accept for purchase its outstanding 4.625% Notes due 2024 (the
“4.625% Notes”), 4.700% Notes due 2023 (the “4.700% Notes”) and
3.875% Notes due 2022 (the “3.875% Notes” and, together with the
4.625% Notes and the 4.700% Notes, the “Notes”), up to the
Waterfall Series Tender Cap applicable to such series of Notes as
set forth on the table below (each, a “Waterfall Series Tender Cap”
and together, the “Waterfall Series Tender Caps”).
The Tender Offers are subject to the satisfaction or waiver of a
number of conditions as set forth in an Offer to Purchase dated
March 8, 2021 (the “Offer to Purchase”), including the receipt by
the Company of proceeds from newly issued debt on terms reasonably
satisfactory to the Company in its sole discretion, and generating
net proceeds in an amount that is sufficient to effect the
repurchase of all Notes validly tendered (and not validly
withdrawn) by holders of Notes and accepted for purchase by the
Company pursuant to the Tender Offers. Terms used but not defined
herein have the meaning ascribed to them in the Offer to
Purchase.
Dollars per $1,000 Principal
Amount of Notes
Series of Notes(3)
CUSIP Number(s)
Aggregate Principal Amount
Outstanding
Waterfall Series Tender
Cap
Acceptance Priority
Level
Tender Offer
Consideration(1)
Early Tender Premium
(1)
Total Consideration
(1)(2)
4.625% Notes due 2024
724479AJ9
$374,000,000
$225,000,000
1
$1,025.00
$30.00
$1,055.00
4.700% Notes due 2023(3)
724479AN0
$271,000,000
$125,000,000
2
$1,057.50
$30.00
$1,087.50
3.875% Notes due 2022(3)
724479AL4
$148,792,000
$25,000,000
3
$1,015.00
$30.00
$1,045.00
_____________________
(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validly tendered (and not validly withdrawn) and accepted for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 (as
defined herein) 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Tender Time (and not validly withdrawn) and accepted for purchase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 credit rating downgrades
on each series of Notes since they were originally issued, the
4.700% Notes and the 3.875% Notes currently bear interest at a rate
of 5.950% per annum and 5.375% per annum, respectively. On February
10, 2021, Standard & Poor’s downgraded the Company’s credit
rating and the credit rating of its secured and unsecured debt. As
a result of such downgrades, the interest rate payable on the
4.700% Notes will increase from 5.950% per annum to 6.200% per
annum on April 1, 2021, and the interest rate on the 3.875% Notes
will increase from 5.375% per annum to 5.625% per annum on May 15,
2021.
The Tender Offers will expire at 11:59 p.m., New York City time,
on April 2, 2021, or any other date and time to which the Company
extends such Tender Offer (such date and time, the “Expiration
Time”), unless earlier terminated. No tenders of Notes will be
valid if submitted after the Expiration Time. Tendered Notes may be
validly withdrawn from the Tender Offers at or prior to, but not
after, 5:00 p.m., New York City time, on March 19, 2021 (such date
and time, as it may be extended, the “Withdrawal Deadline”).
Holders of Notes who tender their Notes after the Withdrawal
Deadline, but prior to the Expiration Time, may not withdraw their
tendered Notes, except for certain limited circumstances where
additional withdrawal rights are required by law.
Upon the terms and subject to the conditions of the Tender
Offers, the consideration for each $1,000 principal amount of Notes
validly tendered 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 at or prior to 5:00 p.m., New York
City time, on March 19, 2021 (such date and time, as it may be
extended, 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”). Holders of Notes validly tendered after the Early
Tender Time, but before the Expiration Time, and accepted for
purchase pursuant to the Tender Offers will receive the applicable
Tender Offer Consideration, but not the Early Tender Premium.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for
purchase pursuant to the Tender Offers will, on the Early
Settlement Date or the Final Settlement Date (each as defined
below), as applicable, also receive accrued and unpaid interest on
those Notes from the last interest payment date with respect to
those Notes to, but not including, the Early Settlement Date or the
Final Settlement Date, as applicable.
With respect to any valid tender in respect of any 4.625% Notes
or 4.700% Notes accepted for purchase by the Company, the Company
will also pay a soliciting broker fee of $2.50 per $1,000 principal
amount of such series of Notes to retail brokers that are
appropriately designated by their beneficial holder clients to
receive this fee (except for 4.625% Notes or 4.700% Notes tendered
by a retail broker for its own account), provided that such fee
will only be paid with respect to tenders by beneficial holders
whose aggregate principal amount of such series of Notes is
$250,000 or less.
Subject to compliance with applicable law, the Company may (i)
extend or otherwise amend the Early Tender Time or the Expiration
Time with respect to any Tender Offer or (ii) increase or decrease
the Aggregate Maximum Principal Amount and/or any Waterfall Series
Tender Cap, in each case without extending the Withdrawal Deadline
for such Tender Offer or otherwise reinstating withdrawal rights of
Holders for such Tender Offer. In addition, the Early Tender Time
with respect to a Tender Offer can be extended independently of the
Early Tender Time or Withdrawal Deadline with respect to any other
Tender Offer. There can be no assurance that the Company will
change the Aggregate Maximum Principal Amount or any Waterfall
Series Tender Cap. If the Company changes the Aggregate Maximum
Principal Amount and/or any Waterfall Series Tender Cap, it does
not expect to extend the Withdrawal Deadline, subject to applicable
law.
The Company reserves the right, in its sole discretion, at any
point following the Early Tender Time and before the Expiration
Time, to accept for purchase any Notes validly tendered at or prior
to the Early Tender Time (the date of such acceptance and purchase,
the “Early Settlement Date”), subject to the Aggregate Maximum
Principal Amount, the Acceptance Priority Levels, the Waterfall
Series Tender Caps and proration as described herein. The Early
Settlement Date will be determined at the Company’s option and is
currently expected to occur on March 23, 2021, assuming the
conditions to the Tender Offers have been either satisfied or
waived by the Company at or prior to the Early Settlement Date. The
Company has no obligation to elect to have an Early Settlement
Date. Irrespective of whether the Company chooses to exercise the
Company’s option to have an Early Settlement Date, it will purchase
any remaining Notes that have been validly tendered at or prior to
the Expiration Time and accepted for purchase, subject to all
conditions to the Tender Offers having been either satisfied or
waived by the Company, promptly following the Expiration Time (the
date of such acceptance and purchase, the “Final Settlement Date”;
the Final Settlement Date and the Early Settlement Date each being
a “Settlement Date”), subject to the Aggregate Maximum Principal
Amount, the Acceptance Priority Levels, the Waterfall Series Tender
Caps and proration as described herein. The Final Settlement Date
is expected to occur on the second business day following the
Expiration Time, assuming the conditions to the Tender Offers have
been either satisfied or waived by the Company at or prior to the
Expiration Time and the Aggregate Maximum Principal Amount is not
purchased on the Early Settlement Date.
Subject to the Aggregate Maximum Principal Amount, the Waterfall
Series Tender Caps and proration as described herein, all Notes
validly tendered at or before the Early Tender Time having a higher
Acceptance Priority Level will be accepted before any Notes validly
tendered at or before the Early Tender Time having a lower
Acceptance Priority Level are accepted, and all Notes validly
tendered after the Early Tender Time having a higher Acceptance
Priority Level will be accepted before any Notes validly tendered
after the Early Tender Time having a lower Acceptance Priority
Level are accepted in the Tender Offers. Accordingly, subject to
the following paragraph and the Waterfall Series Tender Caps, all
validly tendered Notes with an Acceptance Priority Level 1 will be
accepted before any validly tendered Notes with an Acceptance
Priority Level 2, and so on, until the Aggregate Maximum Principal
Amount is allocated. Once all Notes validly tendered in a certain
Acceptance Priority Level have been accepted and subject to the
following paragraph, validly tendered Notes from the next
Acceptance Priority Level may begin to be accepted. If the
remaining portion of the Aggregate Maximum Principal Amount and/or
any Waterfall Series Tender Cap, as applicable, is adequate to
purchase some but not all of the aggregate principal amount of
Notes validly tendered within the next Acceptance Priority Level,
Notes validly tendered in that Acceptance Priority Level will be
accepted on a pro rata basis, based on the aggregate principal
amount of Notes validly tendered with respect to that Acceptance
Priority Level, and no Notes with a lower Acceptance Priority Level
will be accepted.
Notwithstanding the foregoing, even if the Tender Offers are not
fully subscribed as of the Early Tender Time, subject to the
Aggregate Maximum Principal Amount and the Waterfall Series Tender
Caps, Notes validly tendered at or before the Early Tender Time
will be accepted for purchase in priority to other Notes validly
tendered after the Early Tender Time, even if such Notes validly
tendered after the Early Tender Time have a higher Acceptance
Priority Level than Notes validly tendered prior to the Early
Tender Time. In addition, if the aggregate principal amount of
Notes validly tendered at or before the Early Tender Time exceeds
the Aggregate Maximum Principal Amount, the Company will not accept
for purchase any Notes tendered after the Early Tender Time. If the
aggregate principal amount of any series of Notes validly tendered
at or before the Early Tender Time exceeds the applicable Waterfall
Series Tender Cap, the Company will not accept for purchase any
Notes of such series tendered after the Early Tender Time.
Acceptance of tenders for any series of Notes may be subject to
proration as to such series if the acceptance of all tenders in
respect of such series would cause the Aggregate Maximum Principal
Amount to be exceeded. Acceptance of tenders for any series of
Notes may also be subject to proration if the aggregate principal
amount of such series of Notes exceeds the applicable Waterfall
Series Tender Cap. If the Tender Offers are fully subscribed as of
the Early Tender Time, Holders who validly tender Notes after the
Early Tender Time will not have any of their Notes accepted for
purchase.
The Tender Offers are not conditioned upon a minimum amount of
Notes of any series, or a minimum amount of Notes of all series,
being tendered.
MUFG Securities Americas Inc., Goldman Sachs & Co. LLC and
Truist Securities, Inc. are serving as the Dealer Managers in
connection with the Tender Offers. Global Bondholder Services
Corporation has been retained to serve as both the depositary and
the information agent for the Tender Offers. Persons with questions
regarding the Tender Offers should contact MUFG Securities Americas
Inc. at (877) 744-4532 (toll-free) or (212) 405-7481 (collect) or
by email at DCM-LiabilityManagement@int.sc.mufg.jp; Goldman Sachs
& Co. LLC at (800) 828-3182 (toll-free) or (212) 902-5962
(collect); or Truist Securities, Inc. at 404-926-5262 (collect).
Requests for copies of the Offer to Purchase 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.
None of the Company, its officers, the dealer managers, the
depositary, the information agent or the trustees with respect to
the Notes, or any of the Company’s or their respective affiliates,
makes any recommendation that holders tender or refrain from
tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to whether
to tender their Notes and, if so, the principal amount of Notes to
which action is to be taken. The Tender Offers are made only by the
Offer to Purchase. This press release is neither an offer to
purchase nor a solicitation of an offer to sell any notes in the
Tender Offers. The Tender Offers are not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the Tender
Offers are required 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, solicitation agents or one or more registered
brokers or dealers that are licensed under the laws of such
jurisdiction.
The Company and its affiliates may from time to time, after
completion of the Tender Offers, 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. 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 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 in the Offer to Purchase. 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.
Accordingly, you should not place undue reliance on the
forward-looking statements contained herein. All forward-looking
statements are further qualified by and should be read in
conjunction with the risks and uncertainties described or referred
to in Item 1A. under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2020.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210308005447/en/
Editorial: Bill Hughes Chief Communications Officer
203/351-6785
Financial: Adam David VP, Investor Relations 203/351-7175
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