Pitney Bowes Announces Cash Tender Offers and Consent Solicitation
Pitney Bowes Inc. announced that it has commenced cash tender offers (collectively, the “Tender Offers,” and each offer to purchase a series of notes individually, a “Tender Offer”) to purchase up to $950,000,000 aggregate principal amount (the “Aggregate Maximum Principal Amount”), of the outstanding notes of the Company as set forth in the table below (collectively, the “Notes”). The Company will accept for purchase its outstanding (i) 3.375% Notes due 2021 (the “3.375% Notes”), and (ii) 3.875% Notes due 2022 (the “3.875% Notes”), 4.700% Notes due 2023 (the “4.700% Notes”) and 4.625% Notes due 2024 (the “4.625% Notes” and together with the 3.875% Notes and the 4.700% Notes, the “Waterfall Notes”), up to the Waterfall Series Tender Cap applicable to such series of Notes as set forth on the table below (each, a “Waterfall Series Tender Cap” and together, the “Waterfall Series Tender Caps.”)
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The terms and conditions of the Tender Offers and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement dated February 10, 2020 (the “Offer to Purchase and Consent Solicitation Statement”). Terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase and Consent Solicitation Statement.
(1) Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company.
(2) Includes the Early Tender Premium (as defined herein) for Notes validly tendered prior to the Early Tender Time (and not validly withdrawn) and accepted for purchase by the Company.
(3) Interest rates included herein represent the respective initial interest rate of each series of Notes subject to the Tender Offers. Due to the occurrence of certain triggering events since they were originally issued, the 3.375% Notes, 3.875% Notes and 4.700% Notes currently bear interest at a rate of 4.125% per annum, 4.625% per annum and 5.200% per annum, respectively.
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In connection with the Tender Offer for the 3.375% Notes, the Company has commenced a solicitation of consents (the “Consent Solicitation”) from holders of the 3.375% Notes to amend certain provisions (the “Proposed Amendments”) of the senior debt indenture dated February 14, 2005, as thereafter supplemented and amended (the “Base Indenture”), by and between the Company and Citibank, N.A., as trustee, as supplemented by the first supplemental indenture, dated as of October 23, 2007, by and among the Company, The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York), as trustee (the “Trustee”), and Citibank, N.A., as resigning trustee (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), and certain provisions of that certain Officers’ Certificate of the Company, dated as of September 22, 2016 (the “3.375% Notes Officers’ Certificate,” and together with the Indenture, the “Indenture Documents”), pursuant to which 3.375% Notes were issued. The Proposed Amendments would amend the Indenture Documents with respect to the 3.375% Notes only, to, among other things, eliminate substantially all of the restrictive covenants and certain events of default under such Indenture and reduce the minimum notice period required for redemptions of the 3.375% Notes from 30 calendar days as currently required by the Indenture to 3 business days.
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Each of the Tender Offers and the Consent Solicitation will expire at 11:59 p.m., New York City time, on March 9, 2020, or any other date and time to which the Company extends such Tender Offer or the Consent Solicitation (such date and time with respect to a Tender Offer or the Consent Solicitation, as it may be extended for such Tender Offer or, with respect to the 3.375% Notes only, the Consent Solicitation, the “Expiration Time”), unless earlier terminated. No tenders of Notes or, with respect to the 3.375% Notes only, deliveries of the consents pursuant to the Consent Solicitation will be valid if submitted after the Expiration Time. Tendered Notes may be validly withdrawn (and consents, with respect to the 3.375% Notes only, may be validly revoked) from the 3.375% Notes Tender Offer and the Consent Solicitation at or prior to, but not after, 5:00 p.m., New York City time, on February 24, 2020 (such date and time with respect to a Tender Offer or the Consent Solicitation, as it may be extended for such Tender Offer or the Consent Solicitation, the “Withdrawal Deadline”). Holders of Notes who tender their Notes (and, with respect to the 3.375% Notes only, revoke their consents) after the Withdrawal Deadline, but prior to the Expiration Time, may not withdraw their tendered Notes (or, with respect to the 3.375% Notes only, revoke their consents), except for certain limited circumstances where additional withdrawal rights or revocation rights are required by law.
Upon the terms and subject to the conditions of the Tender Offers and the Consent Solicitation, the consideration for each $1,000 principal amount of Notes validly tendered (and, with respect to the 3.375% Notes only, any consents that have been validly delivered) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the “Tender Offer Consideration”). Holders of Notes that are validly tendered (and, with respect to the 3.375% Notes only, any consents that have been validly delivered) at or prior to 5:00 p.m., New York City time, on February 24, 2020 (such date and time with respect to a Tender Offer or the Consent Solicitation, as it may be extended for such Tender Offer or the Consent Solicitation, the “Early Tender Time”) and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the early tender premium for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the “Early Tender Premium” and, together with the applicable Tender Offer Consideration, the “Total Consideration”). Holders of Notes validly tendered (and, with respect to the 3.375% Notes only, any consents that have been validly delivered) after the Early Tender Time, but before the Expiration Time, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium.
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