Pitney Bowes Files 8-K: Financing, Officer Changes, Director Elections

TL;DR

PBOC just dropped an 8-K: new debt, exec shake-up, and board changes. Big moves happening.

AI Summary

On August 8, 2024, Pitney Bowes Inc. entered into a material definitive agreement related to its financing. The company also announced the departure of certain officers and the election of new directors, alongside compensatory arrangements for some officers. This filing also details the creation of a direct financial obligation for the registrant.

Why It Matters

This 8-K filing indicates significant corporate actions at Pitney Bowes, including new financial obligations and changes in leadership, which could impact the company's strategic direction and financial health.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and changes in corporate governance, which inherently carry medium-level risk due to potential impacts on financial stability and strategic execution.

Key Numbers

• 20240808 — Event Date (Date of the earliest event reported in the filing.)
• 20240809 — Filing Date (Date the 8-K report was filed with the SEC.)

Key Players & Entities

• Pitney Bowes Inc. (company) — Registrant
• August 8, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 06-0495050 (identifier) — IRS Number

FAQ

Key Financial Figures

• $1 — nge on Which Registered Common Stock, $1 par value per share PBI New York St
• $45 million — principal amount of up to approximately $45 million (contingent upon the Bankruptcy Court's
• $500 million — mmitments available to be borrowed from $500 million to $400 million. The foregoing descrip
• $400 million — ble to be borrowed from $500 million to $400 million. The foregoing descriptions of the Ame
• $582,394 — ible to receive a cash payment equal to $582,394, less applicable taxes and withholdings

Filing Documents

• ef20033689_8k.htm (8-K) — 60KB
• ef20033689_ex10-1.htm (EX-10.1) — 95KB
• ef20033689_ex10-2.htm (EX-10.2) — 156KB
• ef20033689_ex10-3.htm (EX-10.3) — 88KB
• ef20033689_ex10-4.htm (EX-10.4) — 1365KB
• ef20033689_ex10-5.htm (EX-10.5) — 798KB
• ef20033689_ex10-6.htm (EX-10.6) — 146KB
• ef20033689_ex99-1.htm (EX-99.1) — 20KB
• image0.jpg (GRAPHIC) — 15KB
• image1.jpg (GRAPHIC) — 18KB
• 0001140361-24-036497.txt ( ) — 3551KB
• pbi-20240808.xsd (EX-101.SCH) — 4KB
• pbi-20240808_def.xml (EX-101.DEF) — 17KB
• pbi-20240808_lab.xml (EX-101.LAB) — 26KB
• pbi-20240808_pre.xml (EX-101.PRE) — 19KB
• ef20033689_8k_htm.xml (XML) — 6KB

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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On August 8, 2024, certain subsidiaries of Pitney Bowes Inc. (the "Company") entered into a series of transactions designed to facilitate an orderly wind-down of the Company's Global Ecommerce reporting segment. In connection with the wind-down, an affiliate of Hilco Commercial Industrial, LLC ("Hilco") subscribed for 81% of the voting interests in DRF Logistics, LLC, an entity holding a substantial majority of the Global ecommerce segment's assets and operations (such entity, together with its subsidiary, DRF, LLC, the "Ecommerce Debtors"), for de minimis consideration (the "GEC Sale"), with a subsidiary of the Company retaining 19% of the voting interests and 100% of the economic interests in DRF Logistics, LLC. The subscription was effected by a limited liability company agreement (the "LLCA"), which provides that the board of DRF Logistics, LLC will be managed by two independent initial managers. Pursuant to the LLCA, managers can be appointed or removed by vote of the majority of the voting interests in DRF Logistics, LLC. Under the LLCA, any action taken by the board of managers shall serve to bind DRF Logistics, LLC and such board shall have such authority, rights and powers to manage DRF Logistics, LLC. Subsequent to the GEC Sale, the Ecommerce Debtors, at the direction of their own governing bodies, filed petitions to commence Chapter 11 bankruptcy cases and conduct an orderly wind-down of the Ecommerce Debtors (the "Ecommerce Chapter 11 Cases"). The Company and its remaining subsidiaries did not file for Chapter 11 protection and will continue to operate their respective businesses as usual. The foregoing description is intended to be a summary only and is qualified in its entirety by reference to the full text of the LLCA, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The Restructuring Support Agreement On August 8, 2024, the Compan

01

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment is incorporated herein by reference.

03

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment is incorporated herein by reference.

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. The employment of James Fairweather as Executive Vice President and Chief Innovation Officer at the Company will end, effective April 1, 2025 (the "Separation Date"). In connection with Mr. Fairweather's separation from the Company, Mr. Fairweather executed a Separation and General Release Agreement (the "Separation Agreement"), pursuant to which, and subject to agreement to the terms included therein (including a release), Mr. Fairweather will be eligible to receive a cash payment equal to $582,394, less applicable taxes and withholdings, which amount represents fifty (50) weeks' worth of Mr. Fairweather's base salary as in effect immediately prior to the Separation Date (the "Separation Amount"). In addition to the Separation Amount, Mr. Fairweather is also be entitled to a pro-rata annual bonus (subject to his satisfaction of the release agreement requirement), based on company performance, corresponding to the time he serves as Executive Vice President and Chief Innovation Officer in 2025 (the "Pro-Rata Bonus") and other benefits. The Pro-Rata Bonus, if any, will be paid to Mr. Fairweather when annual bonuses for then-active employees of the Company are paid, but no later than March 15, 2026. Additionally, under the terms of the Separation Agreement, Mr. Fairweather's stock options and restricted stock units granted before the Separation date that are at least partially vested or outstanding for year as of the Separation Date will continue to vest and remain exercisable in accordance with the applicable vesting schedules. Upon becoming eligible for retirement, any outstanding stock awards and restricted stock units will immediately vest. The Company will pay a prorated payout for outstanding performance stock units or cash incentive units. Payout will be subject to a schedule based on total completed mo

01

ITEM 7.01 REGULATION FD DISCLOSURE. In connection with the Ecommerce Chapter 11 Cases, the Company issued a press release on August 8, 2024, a copy of which is attached to this Form 8-K as Exhibit 99.1.

Forward Looking Statements

Forward Looking Statements This Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "estimate," "plan," "project," "forecast," "intend," "will," "expect," "anticipate," "believe," "seek," "target" or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company's and the Ecommerce Debtors' actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Ecommerce Chapter 11 Cases including the ability to obtain Bankruptcy Court approval with respect to motions and the Plan in the Ecommerce Chapter 11 Cases and successfully implement the Plan; the effects of the Ecommerce Chapter 11 Cases on the Company and the Ecommerce Debtors and on the interests of various constituents, Bankruptcy Court rulings in the Ecommerce Chapter 11 Cases and the outcome of the Ecommerce Chapter 11 Cases in general, the length of time the Ecommerce Debtors will operate under the Ecommerce Chapter 11 Cases, risks associated with any third-party motions in the Ecommerce Chapter 11 Cases, the potential adverse effects of the Ecommerce Chapter 11 Cases on the Ecommerce Debtors' liquidity; finalization and receipt of the DIP Facility; satisfaction of any conditions to which the DIP Facility is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company's or the Ecommerce Debtors' control; the trading price and volatility of the Company's common stock as well as other risk factors set forth in the Company's Annual Report on Form 10-K and Quarterly Reports on From 10-Q filed with the Securities and Exchange Commissio

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. 10.1 Exhibit Number Description 10.1 Limited Liability Company Agreement, dated as of August 8, 2024, by and between Pitney Bowes International Holdings, Inc. and Hilco. 10.2 Form of Restructuring Support Agreement, dated as of August 8, 2024, by and between the Company and the Ecommerce Debtors 10.3 Form of Settlement and Release Agreement, dated as of August 8, 2024, by and among (i) DRF Logistics, LLC and DRF, LLC, as proposed debtors and debtors-in-possession and (ii) the Company and Pitney Bowes International Holdings, Inc. 10.4 Seventh Amendment, dated as of August 8, 2024, among Pitney Bowes Inc., the subsidiaries of Pitney Bowes Inc. party thereto, the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent 10.5 First Amendment to the Note Purchase Agreement, dated August 8, 2024, by and among Pitney Bowes Inc., the noteholders party thereto and Alter Domus (US) LLC, as noteholder representative 10.6 Separation and General Release Agreement, dated as of August 7, between the Company and James Fairweather 99.1 Press Release of Pitney Bowes Inc., dated August 8, 2024 104 The cover page Pitney Bowes Inc.'s Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Pitney Bowes Inc. By: /s/ Lance Rosenzweig Name: Lance Rosenzweig Date: August 8, 2024 Title: Interim Chief Executive Officer

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View this 8-K filing on SEC EDGAR