Pitney Bowes Inc. (OTCMKTS:PBOWN) Files An 8-K Other Events

On May 5, 2017, Pitney Bowes Inc. (the Company) completed a
public offering of $400,000,000 aggregate principal amount of its
3.875% Notes Due 2022 (the Notes). The Notes were offered under
the Companys Registration Statement on Form S-3ASR (Registration
No. 333-216744), filed with the Securities and Exchange
Commission (the SEC) on March 16, 2017. Net proceeds from the
sale of the Notes are expected to be approximately $394.8
million, after deducting underwriting discounts and commissions
and estimated expenses.

The Notes were issued to the Indenture, dated as of February 14,
2005, between the Company and Citibank, N.A., as trustee (the
Base Indenture), as amended by the First Supplemental Indenture,
dated as of October 23, 2007, by and among the Company, The Bank
of New York Mellon, as successor trustee (the Trustee), and
Citibank, N.A., as resigning trustee (the First Supplemental
Indenture, and together with the Base Indenture, the Indenture),
on the terms and conditions set forth in an Officers Certificate,
dated May 5, 2017 (the Officers Certificate). The Indenture and
the Officers Certificate include customary agreements and
covenants by the Company. These covenants include limitations on
the Companys ability, with significant exceptions, (i) to incur
debt secured by liens on certain property above a threshold, (ii)
to engage in certain sale and leaseback transactions involving
certain property above a threshold and (iii) to consolidate or
merge, or sell, lease or convey the Companys assets substantially
as an entirety. Upon the occurrence of both (i) a change of
control of the Company and (ii) a downgrade of the Notes below an
investment grade rating by both of Moodys Investors Service, Inc.
and Standard Poors Ratings Services within a specified period,
the Company will be required to make an offer to purchase the
Notes at a price equal to 101% of the aggregate principal amount
of such Notes, plus accrued and unpaid interest to the date of
repurchase, as set forth in more detail in the prospectus
supplement filed by the Company with the SEC on May 4, 2017 (the
Prospectus Supplement).

The Notes are the Companys unsecured obligations and rank equally
in right of payment with its other unsecured and unsubordinated
indebtedness from time to time outstanding. The Notes will mature
on May 15, 2022. Interest on the Notes will be payable on May 15
and November 15 of each year, commencing November 15, 2017. The
interest rate on the Notes is 3.875% per year, subject to
adjustments from time to time if either Moodys or SP (or a
substitute rating agency therefor) downgrades (or downgrades and
subsequently upgrades) the credit rating assigned to the notes as
set forth in more detail in the Prospectus Supplement. The Notes
were sold to the public at 99.543% of par.

The Notes are redeemable, in whole or in part, at any time and
from time to time, at the Companys option. The redemption price
for the Notes to be redeemed on any redemption date that is prior
to April 15, 2022 will be equal to 100% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest, if
any, on those notes to the redemption date, plus the excess of
(x) the sum of the present values of the remaining scheduled
payments of interest and principal on the Notes to be redeemed
(exclusive of interest accrued to the redemption date) discounted
to the redemption date on a semi-annual basis, assuming a 360-day
year consisting of twelve 30-day months, at the treasury rate
plus 35 basis points over (y) the aggregate principal amount of
the notes being redeemed. The redemption price for the Notes to
be redeemed on any redemption date that is on or after April 15,
2022 will be equal to 100% of the principal amount of the Notes
being redeemed plus accrued and unpaid interest.

The Officers Certificate and a form of the global certificates
evidencing the Notes are filed as Exhibits 4.1 and 4.2 to this
Form 8-K, respectively, and are incorporated herein by reference.
The foregoing summary of the terms of the Officers Certificate
and the Notes does not purport to be complete and is qualified in
its entirety by reference to the Officers Certificate and the
Notes.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.