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Pitney Bowes Announces Expiration and Final Results of its Cash Tender Offers

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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 $375,000,000 aggregate 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 pursuant to the terms and conditions set forth in the Offer to Purchase dated March 8, 2021, as amended by the press release issued by the Company on March 22, 2021 (the "Offer to Purchase"). The Tender Offers expired at 11:59 p.m. New York City time, on April 2, 2021 (the "Expiration Time").

As previously announced, the Company accepted for purchase $356,300,000 aggregate principal amount of the Notes that were validly tendered and not validly withdrawn as of 5:00 p.m. New York City time, on March 19, 2021 (the "Early Tender Time"). Settlement for such Notes occurred on March 23, 2021.

Following the Early Tender Time, an additional $6,029,000 in aggregate principal amount of 4.625% Notes due 2024 (the "4.625% Notes"), $570,000 in aggregate principal amount of 4.700% Notes due 2023 (the "4.700% Notes") and $426,000 in aggregate principal amount of 3.875% Notes due 2022 (the "3.875% Notes" and together with the 4.625% Notes and 4.700% Notes, the "Expiration Time Notes"), were validly tendered and not validly withdrawn prior to the Expiration Time. The Company expects it will accept for purchase all Expiration Time Notes validly tendered and not validly withdrawn prior to the Expiration Time (in addition to the $356,300,000 aggregate principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, previously accepted for purchase). The Company expects that the settlement for the Expiration Time Notes will occur on April 6, 2021.

According to the information received from Global Bondholder Services Corporation, the Depositary and Information Agent for the Tender Offers, as of the Expiration Time, the Company received valid tenders from holders of the Expiration Time Notes as outlined in the table below. The table below also reflects information previously announced by the Company regarding the Notes that were validly tendered and not validly withdrawn as of the Early Tender Time, and subsequently accepted for purchase and cancelled on March 23, 2021.

Series of
Notes(4)

CUSIP
Number(s)

Aggregate
Principal
Amount
Outstanding(1)

Waterfall
Series
Tender Cap

Acceptance
Priority
Level

Principal
Amount
Tendered at
or prior to
the Early
Tender
Time and
Previously
Accepted
for
Purchase

Principal
Amount
Additionally
Tendered
after the
Early Tender
Time and at
or prior to
the
Expiration
Time

Percent of
Outstanding
Tendered as
of the
Expiration
Time

Tender
Offer
Consideration(2)

Early
Tender
Premium(2)

Total
Consideration
(2)(3)

4.625% Notes due 2024

724479AJ9

$374,000,000

$225,000,000

1

$106,048,000

$6,029,000

29.97%

$1,025.00

$30.00

$1,055.00

4.700% Notes due 2023(4)

724479AN0

$271,000,000

$180,000,000

2

$174,333,000

$570,000

64.54%

$1,057.50

$0

$1,057.50

3.875% Notes due 2022(4)

724479AL4

$148,792,000

$80,000,000

3

$75,919,000

$426,000

51.31%

$1,015.00

$0

$1,015.00

_____________________

(1)

As of the date of the Offer to Purchase.

(2)

Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company.

(3)

Includes the early tender premium set out in the table above for the 4.625% Notes validly tendered after the Early Tender Time and prior to the Expiration Time (and not validly withdrawn), and accepted for purchase by the Company. The 4.700% Notes and 3.875% Notes validly tendered after the Early Tender Time and prior to the Expiration Time (and not validly withdrawn), and accepted for purchase by the Company will not receive any early tender premium in addition to the tender consideration set forth in the table above.

(4)

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 payable on the 3.875% Notes will increase from 5.375% per annum to 5.625% per annum on May 15, 2021.

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 were 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 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 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 pursuant to the terms and conditions set forth 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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Contacts

Editorial:
Bill Hughes
Chief Communications Officer
203/351-6785

Financial:
Adam David
VP, Investor Relations
203/351-7175