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Pitney Bowes Announces Cash Tender Offers for Notes
STAMFORD, Conn.--(BUSINESS WIRE)--Feb. 26, 2013--
Concurrently with the Offers, the Company intends to offer and sell new debt securities of the Company through an underwritten public offering (the "Notes Offering"). The net proceeds of the Notes Offering, in addition to cash on hand, will be used to finance the purchase of the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers, and to pay all fees and expenses in connection therewith.
The Offers are being made pursuant to an Offer to Purchase, dated
Title of Security/
CUSIP No. |
Outstanding Principal Amount | Maximum Series Tender Cap | Reference U.S. Treasury Security |
Bloomberg Reference Page (1) |
Fixed Spread (Basis Points) |
Early Tender Premium (2) |
|||||||
4.875% Medium-Term Notes due 2014 (CUSIP No. 72447WAU3) | $450,000,000 | $160,000,000 | 0.250% due January 31, 2015 | BBT1 | 50 | $30 | |||||||
5.000% Notes due 2015 (CUSIP No. 724479AG5) | $400,000,000 | $100,000,000 | 0.250% due January 31, 2015 | BBT1 | 150 | $30 | |||||||
4.750% Medium-Term Notes due 2016 (CUSIP No. 72447XAA5) | $500,000,000 | $50,000,000 | 0.375% due February 15, 2016 | BBT1 | 200 | $30 |
(1) The applicable page on
(2) Per
The Offers are scheduled to expire at
The consideration paid in each of the Offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread over the yield to maturity of the applicable U.S. Treasury Security (the "Reference U.S. Treasury Security") specified in the table above 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 the Notes at or prior to the Early Tender Time that are accepted for purchase will receive the "Total Consideration," which includes an early tender payment of
The principal amount of each series of Notes purchased pursuant to the Offers will not exceed the applicable Maximum Series Tender Cap. 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date being the "Early Settlement Date"), a portion of the Notes of any series that are validly tendered and not validly withdrawn at or prior to the Early Tender Time up to the applicable Maximum Series Tender Cap, and (ii) promptly after the Expiration Time, accept for purchase and pay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, (i) the Company receiving funds in the Notes Offering on terms and conditions reasonably satisfactory to the Company and (ii) the other conditions described in the Offer to Purchase under the heading "Terms of the Offers-Conditions of the Offers".
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities, including any debt securities pursuant to the Notes Offering. 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 terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Goldman,
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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
Source:
Pitney Bowes Inc.
Carol Wallace, 203-351-6974
Carol.wallace@pb.com