ITEM 8.01 OTHER EVENTS
On February 25, 2020, the Pitney Bowes Inc. (the “Company”) issued a press release announcing the results of its earlier announced (1) cash tender offers (each, a “Tender Offer” and together, the “Tender Offers”) to purchase up to $950,000,000 aggregate principal amount of its outstanding (i) 3.375% Notes due 2021 (the “3.375% Notes”), (ii) 3.875% Notes due 2022 (the “3.875% Notes”), (iii) 4.700% Notes due 2023 (the “4.700 Notes”), and (iv) 4.625% Notes due 2024 (the “4.625% Notes” and, together with the 3.375% Notes, 3.875% Notes and 4.700% Notes, the “Notes”), and (2) the related solicitation of consents to amend certain provisions 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 (formerly known as The Bank of New York), as 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 (together with the Indenture, the “Indenture Documents”) with respect to its 3.375% Notes only (the “Consent Solicitation”) as of the early tender time. A copy of the press release announcing the results of such Tender Offers and the Consent Solicitation is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
The Company has received consents from holders of a majority in aggregate principal amount of the outstanding 3.375% Notes prior to the early tender time, which is the requisite number to amend the Indenture Documents. The proposed amendments with respect to the 3.375% Notes are being entered into pursuant to a second supplemental indenture, dated as of February 26, 2020 (the “Second Supplemental Indenture”), by and between the Company and The Bank of New York Mellon, as trustee. The Second Supplemental Indenture is attached hereto as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
In addition, on February 25, 2020, the Company amended the terms and conditions of the Consent Solicitation described in the Offer to Purchase and Consent Solicitation Statement dated February 10, 2020 to provide that, if any 3.375% 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 3.375% Notes accepted for purchase will not be deemed null and void.
This Current Report on Form 8-K, including the press release incorporated by reference, is neither an offer to sell nor a solicitation of offers to buy any Notes. The Tender Offers are being made only pursuant to the offer to purchase and consent solicitation statement of the Company, dated February 10, 2020. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.