Pitney Bowes Announces an Increase in the Maximum Series Tender Cap for its
2016 Notes And the Early Tender Results for its Previously Announced Cash
Tender Offers for Notes
STAMFORD, Conn. -- March 12, 2013
Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney Bowes”) today
announced the early tender results as of 5:00 p.m. (New York City time) on
March 11, 2013 (the “Early Tender Time”) 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 Offers are being 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.
As of the Early Tender Time, $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, or a total of $401,756,000 principal amount of all
Notes, were validly tendered and not validly withdrawn in the Offers.
Additionally, the “Maximum Series Tender Cap” for the Company’s Offer for its
2016 Notes is being increased from $75,000,000 to $130,000,000. All other
terms of the Offers, as previously announced, remain unchanged.
Subject to the terms and conditions of the Offers, the Company expects that it
will accept for purchase all of the Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time. Pursuant to the terms of the
Offers, holders of additional Notes may tender additional Notes at or prior to
11:59 p.m. (New York City time) on March 25, 2013, unless any one or more of
the Offers for the Notes are extended or earlier terminated by the Company in
its sole discretion (the date and time, as the same may be extended or earlier
terminated with respect to any one or more of the Offers, the “Expiration
Holders of the Notes who validly tendered and did not validly withdraw the
Notes at or prior to the Early Tender Time and whose Notes are purchased
pursuant to the Offers will receive the “Total Consideration” (listed in
thetable below), which includes an early tender payment of $30 per $1,000
principal amount of Notes accepted for purchase (the “Early Tender Premium”).
Holders of the Notes who validly tender after the Early Tender Time but at or
prior to the Expiration Time and whose Notes are purchased pursuant to the
Offers subject to proration as provided in the Offer to Purchase, as
applicable, will receive the “Tender Offer Consideration” (listed in the table
below) which is equal to the Total Consideration minus the Early Tender
Premium. In addition, in each case holders will receive accrued and unpaid
interest on their Notes up to, but excluding, the applicable settlement date.
Title of Outstanding Maximum Reference Fixed Early
Security/ Principal Series U.S. Reference Spread Tender Offer Tender Total
Amount Tender Cap Treasury Yield (Basis Consideration Premium^(1) Consideration
CUSIP No. Security Points)
Notes due $450,000,000 $200,000,000 due 0.252% 40 $1,029.80 $30 $1,059.80
Notes due due
2015 (CUSIP $400,000,000 $140,000,000 January 0.252% 125 $1,038.95 $30 $1,068.95
No. 31, 2015
Notes due $500,000,000 $130,000,000 due 0.402% 200 $1,034.09 $30 $1,064.09
(1) Per $1,000 principal amount of Notes.
The settlement for the Notes accepted by the Company in connection with the
Early Tender Time is currently expected to take place today on March 12, 2013
(the “Early Settlement Date”). The Notes tendered pursuant to the Offers may
no longer be withdrawn, unless otherwise required by law.
Each of the Offers will expire at the Expiration Time. Each Offer is being
made independent of each other Offer. No Offer is conditioned on any of the
other Offers or upon any minimum principal amount of the Notes of any series
being tendered. The Company may extend or otherwise amend the Expiration Time,
or increase or decrease the Maximum Series Tender Caps, with respect to any or
all of the Offers, without reinstating the withdrawal rights of Holders, with
respect to one or more of the Offers, unless required by law (as determined by
the Company in its sole discretion).
The Company’s obligation to accept for purchase, and to pay for, any Notes
validly tendered pursuant to the Offers is subject to and conditioned upon the
satisfaction of, or the Company’s waiver of, the conditions described in the
Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. No offer, solicitation, purchase or sale will be
made in any jurisdiction in which such offer, solicitation, or sale would be
unlawful. The Offers are being 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”) are serving 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 is acting 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, insurance, healthcare,
telecommunications, legal, 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 revenues and 27,000 employees worldwide.
Pitney Bowes: Every connection is a new opportunity™. www.pb.com.
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.
Pitney Bowes Inc.
Carol Wallace, 203-351-6974
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