Pitney Bowes extends and increases tender offer, gives early results

Chicago, March 22 – Pitney Bowes Inc. announced the early tender results in its cash tender offer for three series of notes and amended the offer in several ways, according to a press release.

The company has extended the offer for one series of notes and raised the waterfall tender caps on the other two series of notes.

The aggregate maximum principal amount of notes that the company is offering to purchase remains at $375 million.

Pitney Bowes is accepting for purchase all $356.3 million of the notes validly tendered and not withdrawn by the early tender deadline of 5 p.m. ET on March 19.

Early results

The following amounts of notes were tendered, with considerations per $1,000 principal amount of notes:

• $106,048,000, or 28.36%, of the $374 million outstanding of 4 5/8% notes due 2024 (Cusip: 724479AJ9), subject to a tender cap of $225 million, for a total consideration of $1,055;

•$174,333,000, or 64.33%, of the $271 million outstanding of 4.7% notes due 2023 (Cusip: 724479AN0), subject to a tender cap of $180 million (raised from $125 million), for a total consideration of $1,087.50; and

• $75,919,000, or 51.02%, of the $148,792,000 outstanding of 3 7/8% notes due 2022 (Cusip: 724479AL4), subject to a tender cap of $80 million (raised from $25 million), for a total consideration of $1,045.

The total consideration for each series of notes includes an early tender premium of $30.00 per $1,000 of notes tendered by the early tender deadline.

Early settlement is scheduled for March 23.

Extension of early deadline

The company has extended the early deadline to receive the full consideration for the 4 5/8% notes to 11:59 p.m. ET on April 2.

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

Acceptance priority, proration

Subject to the waterfall series tender caps, all notes with an acceptance priority level 1 will be accepted before any notes with an acceptance priority level 2, and so on, until the overall tender offer amount is allocated. Once all notes tendered in a particular acceptance priority level have been accepted, notes from the next acceptance priority level may begin to be accepted.

If the remaining portion of the overall offer cap or any waterfall tender cap, as applicable, is adequate to purchase some but not all of the notes tendered within the next acceptance priority level, notes tendered in that acceptance priority level will be accepted on a pro rata basis and no notes with a lower acceptance priority level will be accepted.

Notes tendered at or before the early tender time will be accepted for purchase in priority to other notes tendered after the early deadline, even if those tendered later have a higher acceptance priority level than notes tendered earlier.

Acceptance of tenders for any series may be subject to proration if the acceptance of all tenders from that series would cause the overall offer cap to be exceeded. Acceptance of tenders for any series of notes may also be subject to proration if the series cap is exceeded.

The offers are not conditioned on any minimum amount of notes being tendered.

Other details

The notes listed above have 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.

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 that 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 that series of notes is $250,000 or less and the notes are not being tendered by the retail broker for its own account.

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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