|
| [March 11, 2013] |
 |
Pitney Bowes Announces Reference Yield, Total Consideration and Tender Offer Consideration for Cash Tender Offers for Notes
STAMFORD, Conn. --(Business Wire)--
Pitney Bowes Inc. (NYSE:PBI) (the "Company," "us" or "Pitney Bowes")
today announced the Reference Yield, Total Consideration and Tender
Offer Consideration (each as defined below) for its previously announced
cash tender offers (the "Offers") for its 4.875% Medium-Term Notes due
2014 (the "2014 Notes"), 5.000% Notes due 2015 (the "2015 Notes") and
4.750% Medium-Term Notes due 2016 (the "2016 Notes" and, together with
the 2014 Notes and the 2015 Notes, the "Notes").
The Offers are being made pursuant to an Offer to Purchase, dated
February 26, 2013 (the "Offer to Purchase") and related Letter of
Transmittal, dated February 26, 2013 (the "Letter of Transmittal") which
set forth a description of the terms and conditions of the Offers.
The consideration to be paid in each of the Offers has been determined
in the manner described in the Offer to Purchase by reference to a fixed
spread over the yield to maturity (the "Reference Yield") of the
applicable U.S. Treasury Security specified in the table below and on
the cover page of the Offer to Purchase in the column entitled
"Reference U.S. Treasury Security." Holders who validly tender and do
not validly withdraw Notes at or prior to the Early Tender Time (as
defined below) that are accepted for purchase will receive the
applicable "Total Consideration" listed in the table below, which
includes an early tender payment of $30 per $1,000 principal amount of
Notes accepted for purchase (the "Early Tender Premium"). Holders who
validly tender after the Early Tender Time but at or prior to the
Expiration Time (as defined below) that are accepted for purchase will
receive the Total Consideration listed in the table below minus the
Early Tender Premium (the "Tender Offer Consideration"). In addition, in
each case holders will receive accrued and unpaid interest on their
Notes up to, but excluding, the applicable settlement date.
|
|
|
|
|
|
|
|
|
|
Reference
|
|
|
|
|
|
Fixed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
Maximum
|
|
|
U.S.
|
|
|
|
|
|
Spread
|
|
|
|
|
|
|
|
|
|
|
Title of Security/
|
|
|
Principal
|
|
|
Series
|
|
|
Treasury
|
|
|
Reference
|
|
|
(Basis
|
|
|
Tender Offer
|
|
|
Early Tender
|
|
|
Total
|
|
CUSIP No.
|
|
|
Amount
|
|
|
Tender Cap
|
|
|
Security
|
|
|
Yield
|
|
|
Points)
|
|
|
Consideration
|
|
|
Premium(1)
|
|
|
Consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.875% Medium-Term
Notes due 2014
(CUSIP No. 72447WAU3)
|
|
|
$450,000,000
|
|
|
$200,000,000
|
|
|
0.250% due January 31, 2015
|
|
|
0.252%
|
|
|
40
|
|
|
$1,029.80
|
|
|
$30
|
|
|
$1,059.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.000% Notes due 2015 CUSIP No. 724479AG5)
|
|
|
$400,000,000
|
|
|
$140,000,000
|
|
|
0.250% due January 31, 2015
|
|
|
0.252%
|
|
|
125
|
|
|
$1,038.95
|
|
|
$30
|
|
|
$1,068.95
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.750% Medium-Term
Notes due 2016
(CUSIP No. 72447XAA5)
|
|
|
$500,000,000
|
|
|
$75,000,000
|
|
|
0.375% due February 15, 2016
|
|
|
0.402%
|
|
|
200
|
|
|
$1,034.09
|
|
|
$30
|
|
|
$1,064.09
|
(1) Per $1,000 principal amount of Notes.
The Offers are scheduled to expire at 11:59 p.m., New York City time, on
March 25, 2013, unless any one or more of the Offers are extended or
earlier terminated by the Company in its sole discretion (such date and
time, as the same may be extended with respect to any one or more of the
Offers, the "Expiration Time"). Holders of the Notes must validly tender
their Notes at or before 5:00 p.m., New York City time, on March 11,
2013, unless extended by the Company (such date and time, as the same
may be extended with respect to any one or more of the Offers, the
"Early Tender Time"), to be eligible to receive the Total Consideration.
Tenders of the Notes may be validly withdrawn at any time prior to 5:00
p.m., New York City time, on March 11, 2013, unless extended by the
Company with respect to any one or more of the Offers. After such time,
the Notes may not be validly withdrawn except as otherwise provided in
the Offer to Purchase or as required by law.
The principal amount of each series of Notes purchased pursuant to the
Offers will not exceed the applicable "Maximum Series Tender Cap" set
forth in the table above. Subject to the terms and conditions of the
Offers, the Company may, at its option, accept for purchase and pay for
(i) promptly after the Early Tender Time and at or prior to the
Expiration Time (such payment date being the "Early Settlement Date"), a
portion of the Notes of any series that are validly tendered and not
validly withdrawn at or prior to the Early Tender Time up to the
applicable Maximum Series Tender Cap, and (ii) promptly after the
Expiration Time, accept for purchase and pay for a principal amount of
the Notes of each series up to the applicable Maximum Series Tender Cap,
less the principal amount of any Notes of such series purchased on the
Early Settlement Date (if any), in each case subject to proration as
described in the Offer to Purchase. If the aggregate principal amount of
Notes for a particular series validly tendered at or prior to the Early
Tender Time is equal to or in excess of the applicable Maximum Series
Tender Cap, no additional Notes of such series will be accepted for
purchase after the Early Tender Time.
Each Offer is being made independent of each other Offer. No Offer is
conditioned on any of the other Offers or upon any minimum principal
amount of the Notes of any series being tendered. The Company may extend
or otherwise amend the Early Tender Time or the Expiration Time, or
increase or decrease the Maximum Series Tender Caps, with respect to any
or all of the Offers, without extending or otherwise reinstating the
withdrawal rights of Holders, with respect to one or more of the Offers,
unless required by law (as determined by the Company in its sole
discretion).
The Company's obligation to accept for purchase, and to pay for, any
Notes validly tendered pursuant to the Offers is subject to and
conditioned upon the satisfaction of, or the Company's waiver of, the
conditions described in the Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. No offer, solicitation, purchase or sale
will be made in any jurisdiction in which such offer, solicitation, or
sale would be unlawful. The Offers are being made solely pursuant to the
terms and conditions set forth in the Offer to Purchase and the Letter
of Transmittal.
Goldman, Sachs, & Co. ("Goldman Sachs") and J.P. Morgan Securities LLC
("J.P. Morgan") are serving as Joint Dealer Managers for the Offers.
Questions regarding the Offers may be directed to Goldman Sachs at
800-828-3182 (toll free) or 212-357-6436 (collect), or to J.P. Morgan at
866-834-4666 (toll free) or 212-834-2494 (collect). Requests for the
Offer to Purchase or the Letter of Transmittal or the documents
incorporated by reference therein may be directed to Global Bondholder
Services Corporation, which is acting as Tender and Information Agent
for the Offers, at the following telephone numbers: banks and brokers,
212-430-3774; all others toll free at 866-470-4200.
About Pitney Bowes
Pitney Bowes provides technology solutions for small,
mid-size and large firms that help them connect with customers to build
loyalty and grow revenue. The company's solutions for financial
services, insurance,
healthcare,
telecommunications,
legal,
public
sector and retail
organizations are delivered on open platforms to best organize, analyze
and apply both public and proprietary data to two-way customer
communications. Pitney Bowes is the only firm that includes direct mail,
transactional mail, call centers and in-store technologies in its
solution mix along with digital channels such as the Web, email, live
chat and mobile applications. Pitney Bowes has approximately USD$5
billion in annual revenues and 27,000 employees worldwide. Pitney Bowes:
Every connection is a new opportunity™. www.pb.com.
Forward-Looking Statements
This press release contains "forward-looking statements" about our
expected or potential future business and financial performance. For us,
forward-looking statements include, but are not limited to, statements
about our future revenue and earnings guidance and other statements
about future events or conditions. Forward-looking statements are not
guarantees of future performance and involve risks and uncertainties
that could cause actual results to differ materially from those
projected. These risks and uncertainties include, but are not limited
to: mail volumes; the uncertain economic environment; timely
development, market acceptance and regulatory approvals, if needed, of
new products; fluctuations in customer demand; changes in postal
regulations; interrupted use of key information systems; management of
outsourcing arrangements; foreign currency exchange rates; changes in
our credit ratings; management of credit risk; changes in interest
rates; the financial health of national posts; and other factors beyond
our control as more fully outlined in the Company's 2012 Form 10-K
Annual Report and other reports filed with the Securities and Exchange
Commission. Pitney Bowes assumes no obligation to update any
forward-looking statements contained in this document as a result of new
information, events or developments.

[ Back To Technology News's Homepage ]
|