- Extension of Early Tender Premium for its 4.625% Notes due
2024, and
- Increase in the Tender Caps for its 4.700% Notes due 2023
and its 3.875% Notes due 2022
Pitney Bowes Inc. (NYSE: PBI) (the “Company” or “Pitney Bowes”)
announced today the early tender results as of 5:00 p.m. New York
City time, on March 19, 2021 (the “Early Tender Time”) for its
previously announced 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”) tendered from each holder
(individually, a “Holder,” and collectively, the “Holders”) of the
applicable Notes. Terms used but not defined herein have the
meaning ascribed to them in the Offer to Purchase, dated March 8,
2021 (the “Offer to Purchase”).
In addition, Pitney Bowes announced today that it has amended
the terms and conditions of the Tender Offers to extend the
deadline for receiving the applicable Early Tender Premium (as
defined below) with respect to the 4.625% Notes due 2024 (the
“4.625% Notes”) as specified in the table below through 11:59 p.m.,
New York City time, on April 2, 2021, unless extended or earlier
terminated by Pitney Bowes (the “Expiration Time”). Accordingly,
Holders who validly tender 4.625% Notes at any time prior to the
Expiration Time will now receive the applicable Total Consideration
(as defined below) set forth in the table below (which includes the
applicable Early Tender Premium) for such 4.625% Notes accepted for
purchase. Furthermore, Pitney Bowes announced today that it has (i)
increased the maximum aggregate principal amount of 4.700% Notes
due 2023 (the “4.700% Notes”) that it will accept for purchase from
an aggregate principal amount of $125,000,000 of 4.700% Notes to an
aggregate principal amount of $180,000,000 of 4.700% Notes and (ii)
increased the maximum aggregate principal amount of 3.875% Notes
due 2022 (the “3.875% Notes”) that it will accept for purchase from
an aggregate principal amount of $25,000,000 of 3.875% Notes to an
aggregate principal amount of $80,000,000 of 3.875% Notes. Subject
to these amendments to the Tender Offers, the Tender Offers are
being made upon and are subject to the terms and conditions set
forth in the Offer to Purchase.
The principal amount of each series of Notes that were validly
tendered and not validly withdrawn in the Tender Offers as of the
Early Tender Time is set forth in the table below:
As of the Early Tender
Time
Series of Notes(3)
CUSIP Number(s)
Aggregate Principal Amount
Outstanding
Waterfall Series Tender
Cap
Acceptance Priority
Level
Principal Amount
Tendered
Percent of Outstanding
Tendered
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
$106,048,000
28.36%
$1,025.00
$30.00
$1,055.00
4.700% Notes due 2023(3)
724479AN0
$271,000,000
$180,000,000
2
$174,333,000
64.33%
$1,057.50
$30.00
$1,087.50
3.875% Notes due 2022(3)
724479AL4
$148,792,000
$80,000,000
3
$75,919,000
51.02%
$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
set out in the table above for 4.700% Notes and 3.875% Notes
validly tendered prior to the Early Tender Time (and not validly
withdrawn) and 4.625% Notes validly tendered prior to the
Expiration Time (and not validly withdrawn), and, in each case,
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.
As previously announced, withdrawal rights for each of the
Tender Offers expired at 5:00 p.m., New York City time, on March
19, 2021. The Company also announces that it has elected to
exercise its right to accept for purchase the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Time, subject to the Aggregate Maximum Principal Amount, the
Acceptance Priority Levels (as defined in the Offer to Purchase),
the Waterfall Series Tender Caps (as defined in the Offer to
Purchase) and proration as described in the Offer to Purchase.
The Company will accept for purchase all $356,300,000 aggregate
principle amount of the Notes validly tendered and not validly
withdrawn prior to the Early Tender Time. The Early Settlement Date
(as defined in the Offer to Purchase) for such Notes is expected to
be on March 23, 2021. As previously announced, 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 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”).
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.
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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210322005389/en/
Editorial: Bill Hughes Chief Communications Officer
203/351-6785
Financial: Adam David VP, Investor Relations 203/351-7175
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