Pitney Bowes announces expiration, final results for tender offers

Chicago, April 5 – Pitney Bowes Inc. gave the final results and announced the expiration of its cash tender offers for up to $375 million from three series of notes, according to a press release on Monday.

Pitney Bowes previously accepted for purchase all $356.3 million of the notes validly tendered and not withdrawn by the early tender deadline of 5 p.m. ET on March 19 and settled the early tenders on March 23.

The offers expired at 11:59 p.m. ET on April 2.

Final results

The following amounts of notes were tendered after the early deadline and by the final deadline and then the previous tendered notes are listed, with considerations per $1,000 principal amount of notes:

• $6,029,000 tendered after the early deadline, $106,048,000 before the early deadline, or 29.97% together, 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 (a consideration amount unchanged after the early deadline; the early premium was extended for this series);

• $570,000 tendered after the early deadline, $174,333,000 before the early deadline, or 64.54% together, 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 $1,057.50 plus $30.00 for early tendering noteholders; and

• $426,000 tendered after the early deadline, $75,919,000 before the early deadline, or 51.31%, 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 $1,015 plus $30 for early tendering noteholders.

Acceptance priority

The series were subject to waterfall series tender caps. However, none of the caps were exceeded.

The 4 5/8% notes had a waterfall series tender cap of $225 million.

The 4.7% notes were subject to a $180 million series tender cap.

And, the 2022 notes were subject to an $80 million series tender cap.

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 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 offered to 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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