Pitney Bowes Announces Expiration and Final Results of its Cash Tender Offers and Consent Solicitation
STAMFORD, Conn., March 10, 2020 - Pitney Bowes Inc. (NYSE: PBI) (the “Company” or “Pitney Bowes”) announced today the expiration and final results 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 $950,000,000 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, and the solicitation of Consents (the “Consent Solicitation”) to amend certain provisions (the “Proposed Amendments”) with respect to 3.375% Notes, each pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated February 10, 2020 (the “Statement”). The Tender Offers expired at 11:59 p.m. New York City time, on March 9, 2020 (the “Expiration Time”).
As of 5:00 p.m., New York City time, on February 24, 2020 (the “Early Tender Time”), holders of $1,150,841,000 aggregate principal amount of the Notes subject to the Tender Offers had validly tendered and not validly withdrawn such Notes. On February 26, 2020 (the “Early Settlement Date”), the Company accepted for purchase $920,811,000 aggregate principal amount of the Notes. As previously announced, because, as of the Early Tender Time, the aggregate principal amount of each series of Waterfall Notes (as defined in the Statement) tendered pursuant to the Tender Offers was greater than each Waterfall Series Tender Cap, the Company previously announced it would not accept any Waterfall Notes validly tendered after the Early Tender Time, and the Company would be accepting for purchase only 3.375% Notes validly tendered and not validly withdrawn after the Early Tender Time, but at or prior to the Expiration Time, subject to the Aggregate Maximum Principal Amount.
Following the Early Tender Time, an additional $6,183,000 in aggregate principal amount of 3.375% Notes subject to the Tender Offers were validly tendered and not validly withdrawn prior to the Expiration Time. The Company expects it will accept for purchase all such 3.375% Notes validly tendered and not validly withdrawn prior to the Expiration Time (in addition to the $920,811,000 aggregate principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, previously accepted for purchase). As previously announced, the consideration for each $1,000 principal amount of 3.375% Notes validly tendered after the Early Tender Time and any Consents that have been validly delivered and accepted for purchase pursuant to the 3.375% Notes Tender Offer will be $1,005.00. The Company expects that the settlement for such 3.375% Notes will occur on March 11, 2020.
MUFG Securities Americas Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC served as the Lead Dealer Managers in connection with the Tender Offers and the Lead Solicitation Agents in connection with the Consent Solicitation and SunTrust Robinson Humphrey, Inc., Goldman Sachs & Co. LLC, Citizens Capital Markets, Inc., RBC Capital Markets, LLC and Siebert Williams Shank & Co., LLC served as the Co-Dealer Managers in the Tender Offers and as the Co-Solicitation Agents in the Consent Solicitation. Global Bondholder Services Corporation served as both the depositary and the information agent for the Tender Offers and the Consent Solicitation. Persons with questions regarding the Tender Offers or the Consent Solicitation should contact MUFG Securities Americas Inc. at (877) 744-4532 (toll-free) or (212) 405-7481 (collect); Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect); or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-8553 (collect). Requests for copies of the Statement 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 firstname.lastname@example.org.
The Company and its affiliates may from time to time, after completion of the Tender Offers and the Consent Solicitation, 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 were made solely by means of the Statement. 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 have been 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 nearly 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 Notes, solicitation of Consents in the Statement. 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. Please see Item 1A. under the caption “Risk Factors” in the Company’s 2019 Annual Report on Form 10-K, as updated from time to time in subsequently filed Quarterly Reports on Form 10-Q, and other public filings, as they may be amended from time to time. 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.