Pitney Bowes accepts $6.18 million more tendered 3 3/8% notes

By Marisa Wong

Los Angeles, March 10 – Pitney Bowes Inc. announced the final results of its cash tender offers for up to $950 million of four series of notes and the consent solicitation to amend some provisions with respect to its 3 3/8% notes due 2021.

Following the early tender time, an additional $6,183,000 of 2021 notes were tendered, according to a Tuesday press release.

The offers began on Feb. 10 and expired at 11:59 p.m. ET on March 9.

As of 5 p.m. ET on Feb. 24, the early tender time, holders had tendered $1,150,841,000 aggregate principal amount of notes.

As previously announced, the early tenders consisted of, listed in order of acceptance priority level and with the tender offer considerations per $1,000 principal amount,

• $420,811,000, or 70.14%, of the $600 million of 3 3/8% notes due 2021 (Cusip: 724479AK6) for a tender consideration of $1,035;

• $343,219,000, or 85.8%, of the $400 million of 3 7/8% notes due 2022 (Cusip: 724479AL4) for a tender consideration of $1,050;

• $251,254,000, or 62.81%, of the $400 million of 4.7% notes due 2023 (Cusip: 724479AN0) for a tender consideration of $1,027.50; and

• $135,557,000, or 27.11%, of the $500 million of 4 5/8% notes due 2024 (Cusip: 724479AJ9) for a tender consideration of $992.50.

The 2022 notes are subject to a waterfall series tender cap of $250 million, and the 2023 notes and 2024 notes are subject to a waterfall series tender cap of $125 million each.

Pitney Bowes accepted for purchase $920,811,000 aggregate principal amount of the early tendered notes on an early settlement date of Feb. 26.

The tender consideration for each series of notes includes an early tender premium of $30.00 per $1,000 of notes. Holders of notes that were tendered and, with respect to the 2021 notes, for which consents were delivered at or prior to the early tender time received the early tender premium.

Holders also received accrued interest.

Because the amount of each series of waterfall notes tendered as of the early tender time exceeded each of the waterfall series tender caps, the company had said it would not accept any waterfall notes tendered after the early tender time and that it would be accepting for purchase only 2021 notes tendered after the early deadline, subject to the overall offer cap.

On March 10 the company said it expects it will accept for purchase all of the 2021 notes tendered after the early tender time in addition to the $920,811,000 of notes previously accepted for purchase.

The consideration for each $1,000 principal amount of 2021 notes tendered after the early deadline will be $1,005. Settlement will occur on March 11.

In connection with the tender offer for the 2021 notes, the company had launched a solicitation of consents from holders of the 2021 notes to amend the indenture documents to, among other things, eliminate substantially all of the restrictive covenants and some events of default and reduce the minimum notice period required for redemptions of the notes to three business days from 30 calendar days as currently required.

Any holder who tendered 2021 notes had to also deliver a consent to the proposed amendments and vice versa.

Previously, the company announced that it amended the terms and conditions of the consent solicitation to provide that, if any 2021 notes tendered after the early tender time and prior to the expiration time are subject to proration, the consent related to any 3 3/8% notes accepted for purchase will not be deemed null and void.

The adoption of the proposed amendments for the 3 3/8% notes was conditioned on, among other things, obtaining consents of holders of a majority of the outstanding notes.

The lead dealer managers are MUFG (877 744-4532 or 212 405-7481), Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and J.P. Morgan Securities LLC at (866 834-4666 or 212 834-8553). The information agent is Global Bondholder Services Corp. (212 430-3774 for banks and brokers, 866 470-3700 for all others or contact@gbsc-usa.com).

Due to some previous triggering events since the notes were originally issued, the 3 3/8% notes, 3 7/8% notes and 4.7% notes currently bear interest at a rate of 4 1/8% per annum, 4 5/8% per annum and 5.2% per annum, respectively.

Pitney Bowes is a Stamford, Conn.-based technology company providing commerce solutions.

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