Pitney Bowes tenders for up to $375 million of three series of notes

By Taylor Fox

New York, March 8 – Pitney Bowes Inc. launched cash tender offers for up to $375 million of three series of notes up to the waterfall series tender cap, according to a press release.

The following are included under the tender offer, listed in order of acceptance priority level, and with their tender offer considerations per $1,000 principal amount of notes:

• Up to $225 million of $374 million of 4 5/8% notes due 2024 (Cusip: 724479AJ9) for a total consideration of $1,055;

• Up to $125 million of $271 million of 4.7% notes due 2023 (Cusip: 724479AN0) for a total consideration of $1,087.50; and

• Up to $25 million of $148,792,000 of 3 7/8% notes due 2022 (Cusip: 724479AL4) for a total consideration of $1,045.

The notes listed above have the initial coupon rates. Due to S&P Global Ratings’ downgrade of the company on Feb. 10, the interest rates are increasing.

The new interest rate will be 6.2% from, from 5.95%, on April 1 for the 2023 notes. And, the new interest rate on the 2022 notes will be increased to 5 5/8% from 5 3/8% on May 15.

The tender consideration for each series of notes includes an early tender premium of $30.00 per $1,000 of notes.

With respect to any valid tenders of 4 5/8% notes or 4.7% notes accepted for purchase, the company will also pay a soliciting broker fee of $2.50 per $1,000 principal amount of such series of notes to retail brokers, provided that such fee will only be paid with respect to tenders by beneficial holders whose aggregate principal amount of such series of notes is $250,000 or less and the notes are not being tendered by the retail broker for its own account.

Subject to the maximum principal amount, the waterfall series tender caps and proration notes validly tendered at or before the early tender time have a higher acceptance priority level and will be accepted before any notes validly tendered at or before the early tender time. All notes validly tendered after the early tender time have a higher acceptance priority level and will be accepted before any notes validly tendered after the early tender time.

Tendered notes may be withdrawn up to 5 p.m. ET March 19, also the early tender deadline.

The offers will expire at 11:59 p.m. ET April 2l.

MUFG Securities America Inc. (877 744-4532, 212 405-7481; dcm-liabilitymanagement@int.sc.mufg.jp), Goldman Sachs & Co. LLC (800 828-3182, 212 902-5962) and Truist Securities, Inc. (404 926-5262) are dealer managers.

Global Bondholder Services Corp. (212 430-3773, 866 470-3700; contact@gbsc-usa.com) is the depositary and information agent.

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

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