Pitney Bowes Announces Increases Of The Maximum Series Tender Caps And Change In Pricing Terms For Its Previously Announced Cash Tender Offers For Notes

Pitney Bowes Inc. (NYSE:PBI) (the “Company,” “us” or “Pitney Bowes”) today announced it is increasing the Maximum Series Tender Caps and changing the applicable fixed spread pricing term for each of its 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 Maximum Series Tender Cap for each of the Offers is being increased as follows: (a) for the 2014 Notes, from $160,000,000 to $200,000,000; (b) for the 2015 Notes, from $100,000,000 to $140,000,000; and (c) for the 2016 Notes, from $50,000,000 to $75,000,000 (each, as increased, the “Maximum Series Tender Cap”).

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”), which has also been increased from $150,000,000 to $375,000,000. The net proceeds from 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in addition to cash on hand, will be used to finance the purchase of the Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offers, and to pay all fees and expenses in connection therewith.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 revised Maximum Series Tender Cap and the revised applicable fixed spread pricing term for each of the Offers is set forth in the table below. All other terms of the Offers, as previously announced, remain unchanged. 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 of the Offers, as amended by this press release. A summary of the Offers is outlined below:

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   $200,000,000  

0.250% due

January 31, 2015
  BBT1   40   $30
 

5.000% Notes due 2015

(CUSIP No. 724479AG5)
$400,000,000 $140,000,000

0.250% due

January 31, 2015
BBT1 125 $30
 
4.750% Medium-Term

Notes due 2016

(CUSIP No. 72447XAA5)
$500,000,000 $75,000,000

0.375% due

February 15, 2016
BBT1 200 $30

(1) The applicable page on Bloomberg from which the Joint Dealer Managers will quote the bid side prices of the applicable Reference U.S. Treasury Security.

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