Stamford, Conn. – Pitney Bowes Inc. (“Pitney Bowes” or, the “Company”), a global technology company that provides commerce solutions in the areas of ecommerce, shipping, mailing, and financial services, today announced the pricing of its private offering (the “Offering”) of $400,000,000 aggregate principal amount of 6.875% senior unsecured notes due 2027 and $350,000,000 aggregate principal amount of 7.250% senior unsecured notes due 2029 (collectively, the “Notes”), to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is expected to close on or about March 19, 2021, subject to the satisfaction of various customary closing conditions.

The Notes will be fully and unconditionally guaranteed by certain of Pitney Bowes subsidiaries. Pitney Bowes intends to use the net proceeds of the Offering, together with cash on hand, to (i) repay a portion of the borrowings outstanding under the Pitney Bowes secured term loan B facility (together with the repayment using the New Term Loan B Facility described below, the “Term Loan B Repayment”), (ii) pay the tender offer consideration for up to $375,000,000 aggregate principal amount of its 3.875% Notes due 2022, 4.700% Notes due 2023, and 4.625% Notes due 2024 (collectively, the “Existing Notes”), subject to the applicable tender cap for each series of the Existing Notes, that are validly tendered (and not validly withdrawn) by holders of the Existing Notes and accepted by Pitney Bowes in connection with the cash tender offer that it commenced on March 8, 2021 (the “Concurrent Tender Offer”) and (iii) pay the fees and expenses in connection with the Offering and the Concurrent Tender Offer. Any excess proceeds after Pitney Bowes uses the proceeds as described above will be used for general corporate purposes. The Offering is not conditioned on the Term Loan B Repayment or the completion of the Concurrent Tender Offer. If the Term Loan B Repayment is not made or the Concurrent Tender Offer is not completed, Pitney Bowes intends to use the net proceeds from the Offering for general corporate purposes.

Pitney Bowes has not registered, and will not register, the Notes under the Securities Act, any state securities laws or the securities laws of any other jurisdiction. The Notes will be subject to restrictions on transferability and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

Pitney Bowes also announced today that it has obtained commitments from a requisite number of lenders party to its existing Credit Agreement, dated as of November 1, 2019 (the “Existing Credit Agreement), to amend the Existing Credit Agreement in order to extend the maturity of each of the tranche A term loan and revolving credit facilities thereunder, to five years from the amendment effective date, and make certain other changes to the Existing Credit Agreement. Pitney Bowes anticipates entering into the amendment to the Existing Credit Agreement on or about the settlement date for the Notes, subject to the satisfaction of various customary closing conditions.

Pitney Bowes also announced today that it has obtained lender commitments for a $450,000,000 secured term loan B facility (the “New Term Loan B Facility”), scheduled to mature seven years from the date that the parties enter into a refinancing agreement to the Existing Credit Agreement. Loans under the New Term Loan B Facility were priced at an interest rate of LIBOR plus 4.00% and are to be issued at a price of 99. Pitney Bowes intends to use the net proceeds of the New Term Loan B Facility as part of the Term Loan B Repayment. Pitney Bowes anticipates borrowing under the New Term Loan B Facility and entering into the refinancing agreement, in order to effectuate the borrowing, on or about the settlement date for the Notes, subject to the satisfaction of various customary closing conditions.