Pitney Bowes Announces Reference Yield, Total Consideration and Tender Offer Consideration for Cash Tender Offers for Notes

  Pitney Bowes Announces Reference Yield, Total Consideration and Tender Offer
  Consideration for Cash Tender Offers for Notes

Business Wire

STAMFORD, Conn. -- March 11, 2013

Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney Bowes”) today
announced the Reference Yield, Total Consideration and Tender Offer
Consideration (each as defined below) 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.

The consideration to be paid in each of the Offers has been determined in the
manner described in the Offer to Purchase by reference to a fixed spread over
the yield to maturity (the “Reference Yield”) of the applicable U.S. Treasury
Security specified in the table below and on the cover page of the Offer to
Purchase in the column entitled “Reference U.S. Treasury Security.” Holders
who validly tender and do not validly withdraw Notes at or prior to the Early
Tender Time (as defined below) that are accepted for purchase will receive the
applicable “Total Consideration” listed in the table below, which includes an
early tender payment of $30 per $1,000 principal amount of Notes accepted for
purchase (the “Early Tender Premium”). Holders who validly tender after the
Early Tender Time but at or prior to the Expiration Time (as defined below)
that are accepted for purchase will receive the Total Consideration listed in
the table below minus the Early Tender Premium (the “Tender Offer
Consideration”). In addition, in each case holders will receive accrued and
unpaid interest on their Notes up to, but excluding, the applicable settlement
date.

                                            Reference               Fixed                                  
                Outstanding      Maximum          U.S.                        Spread
Title of        Principal        Series           Treasury      Reference     (Basis      Tender Offer      Early           Total
Security/                                                                                                   Tender
CUSIP No.     Amount         Tender Cap     Security    Yield       Points)   Consideration   Premium^(1)   Consideration
                                                                                                                            
4.875%
Medium-Term
                                                  0.250%
Notes due       $450,000,000     $200,000,000     due           0.252%        40          $1,029.80         $30             $1,059.80
2014                                              January
                                                  31, 2015
(CUSIP No.
72447WAU3)
                                                                                                                            
5.000%                                            0.250%
Notes due                                         due
2015            $400,000,000     $140,000,000     January       0.252%        125         $1,038.95         $30             $1,068.95
CUSIP No.                                         31, 2015
724479AG5)
                                                                                                                            
4.750%
Medium-Term
                                                  0.375%
Notes due       $500,000,000     $75,000,000      due           0.402%        200         $1,034.09         $30             $1,064.09
2016                                              February
                                                  15, 2016
(CUSIP No.
72447XAA5)

(1) Per $1,000 principal amount of Notes.

The Offers are scheduled to expire at 11:59 p.m., New York City time, on March
25, 2013, unless any one or more of the Offers are extended or earlier
terminated by the Company in its sole discretion (such date and time, as the
same may be extended with respect to any one or more of the Offers, the
“Expiration Time”). Holders of the Notes must validly tender their Notes at or
before 5:00 p.m., New York City time, on March 11, 2013, unless extended by
the Company (such date and time, as the same may be extended with respect to
any one or more of the Offers, the “Early Tender Time”), to be eligible to
receive the Total Consideration. Tenders of the Notes may be validly withdrawn
at any time prior to 5:00 p.m., New York City time, on March 11, 2013, unless
extended by the Company with respect to any one or more of the Offers. After
such time, the Notes may not be validly withdrawn except as otherwise provided
in the Offer to Purchase or as required by law.

The principal amount of each series of Notes purchased pursuant to the Offers
will not exceed the applicable “Maximum Series Tender Cap” set forth in the
table above. Subject to the terms and conditions of the Offers, the Company
may, at its option, accept for purchase and pay for (i) promptly after the
Early Tender Time and at or prior to the Expiration Time (such payment date
being the “Early Settlement Date”), a portion of the Notes of any series that
are validly tendered and not validly withdrawn at or prior to the Early Tender
Time up to the applicable Maximum Series Tender Cap, and (ii) promptly after
the Expiration Time, accept for purchase and pay for a principal amount of the
Notes of each series up to the applicable Maximum Series Tender Cap, less the
principal amount of any Notes of such series purchased on the Early Settlement
Date (if any), in each case subject to proration as described in the Offer to
Purchase. If the aggregate principal amount of Notes for a particular series
validly tendered at or prior to the Early Tender Time is equal to or in excess
of the applicable Maximum Series Tender Cap, no additional Notes of such
series will be accepted for purchase after the Early Tender 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 Early Tender Time or the Expiration Time, or increase or decrease
the Maximum Series Tender Caps, with respect to any or all of the Offers,
without extending or otherwise 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 the 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.

Forward-Looking Statements

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.

Contact:

Pitney Bowes Inc.
Carol Wallace, 203-351-6974
Carol.wallace@pb.com
 
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