Pitney Bowes gives early results of tender offers, amends consent bid

By Sarah Lizee

Olympia, Wash., Feb. 25 – Pitney Bowes Inc. announced the early results of its cash tender offers for up to $950 million of four series of notes, according to a press release.

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that, if any 3 3/8% notes validly tendered after the early tender time and prior to the expiration time and not validly withdrawn are subject to proration, the consent related to any 3 3/8% notes accepted for purchase will not be deemed null and void.

The following amounts had been tendered by the early tender date, 5 p.m. ET on Feb. 24, listed in order of acceptance priority level, and with their tender offer considerations per $1,000 principal amount of notes:

• $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 3 7/8% notes are subject to a waterfall series tender cap of $250 million, and the 4.7% notes and 4 5/8% notes are subject to a waterfall series tender cap of $125 million each.

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 are validly tendered and, with respect to the 3 3/8% notes, consents have been validly delivered, at or prior to 5 p.m. ET on Feb. 24, will receive the applicable early tender premium.

Holders will also receive accrued interest.

In connection with the tender offer for the 3 3/8% notes, the company launched a solicitation of consents from holders of the 3 3/8% 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.

Each of the tender offers and the consent solicitation will expire at 11:59 p.m. ET on March 9.

The early settlement date, if elected, is expected to occur on Feb. 26.

Tendered notes accepted for purchase may be subject to pro rata scaling.

Any holder who tenders 3 3/8% notes must also deliver a consent to the proposed amendments and vice versa.

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

The lead dealer managers are MUFG (877 744-4532 toll-free or 212 405-7481 collect), Citigroup Global Markets Inc. (800 558-3745 toll-free or 212 723-6106 collect) and J.P. Morgan Securities LLC at (866 834-4666 toll-free or 212 834-8553 collect). 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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