TEXT-Fitch rates Pitney Bowes proposed offering 'BBB-'

Wed Feb 27, 2013 4:43pm EST

Feb 27 - Fitch Ratings has assigned a 'BBB-' rating to Pitney Bowes Inc.'s
 (Pitney Bowes) proposed offering of retail notes due 2043. Note proceeds
will be primarily used to fund the tender offers described below. Fitch views
the transaction as a slight credit positive as it will improve Pitney Bowe's
near-term liquidity by pushing out upcoming maturities. The retail notes will be
unsecured obligations and pari passu with existing debt at Pitney Bowes.

In conjunction with proposed offering, the company also announced cash tender
offers for its 4.875% Notes due 2014, 5.000% Notes due 2015, and 4.750% Notes
due 2016. The maximum tender that can be accepted will be $160 million of the
2014 Notes, $100 million of the 2015 Notes, and $50 million of the 2016 Notes.

The tender offers partially address the material annual maturities Pitney Bowes
faces over the next several years. As of Dec. 31, 2012, Pitney Bowes' total debt
was $4.3 billion, consisting of:

i)$3.7 billion of senior unsecured debt, consisting of 10 notes maturing between
2013 - 2022 and one maturing in 2037 ($500 million);
ii) $230 million in term loans due in 2015/2016; and
iii) $300 million of variable-term voting preferred stock in the company's
subsidiary, PBIH. Under Fitch's hybrid security criteria, Fitch assigns 0%
equity credit given the less than five-year maturity (based on the October 2016
call date).

LIQUIDITY

Pitney Bowes' liquidity position at Dec. 31, 2012 was solid, consisting of: i)
$913 million of cash; and ii) an undrawn $1 billion revolving credit facility
(RCF) maturing in April 2016, which backstops the company's $1 billion
commercial paper (CP) program. Liquidity is further supported by the company's
annual free cash flow generation.

Fitch recognizes that Pitney Bowes can address its maturities organically with
its pre-dividend FCF generation. The company appointed its new President and CEO
in December of 2012 and has indicated that they will provide more information
related to its capital deployment at its investor meeting in May 2013.

LEVERAGE

Fitch calculates total consolidated gross leverage as of Dec. 31, 2012 at 4.0
times (x) an improvement from 2011's 4.2x. This excludes $340 million in debt
recently issued to prefund the June 2013 $375 million senior unsecured note
maturity. The company reduced absolute debt by $550 million in 2012, which
improved core leverage by a half a turn.

KEY RATING DRIVERS

The ratings are supported by: the significant and entrenched market position in
the core U.S. Mailing business, characterized by approximately 80% share of the
postage meter market and limited competitive pressures; the necessity of mail
equipment and services to conduct business across all industries; and the
diversity of the company's customer base, from both an industry and size
perspective.

Ratings concerns include: secular and cyclical pressures inherent in the
business; top-line declines; and a potentially more aggressive financial policy
stemming from secular challenges and underperforming equity.

RATING SENSITIVITIES

In addition to the comments above, ratings may be stabilized if over the next
one to two years Fitch has higher conviction that a successful roll-out of the
digital and customer communications initiatives, in combination with growth in
its enterprise services businesses, will offset declines in its physical
business.

Negative: Future developments that may, individually or collectively, lead to a
negative rating action include:

--Lack of traction in the company's digital initiatives and other growth
businesses amid ongoing declines in the traditional physical business. Also,
sustained revenue declines in the high single digits would pressure the ratings;

--A sustained increase in total leverage, whether the result of incremental debt
or lower EBITDA;

--Indications of a more aggressive financial policy.

Positive: The current Outlook is Negative. As a result, Fitch's sensitivities do
not currently anticipate a rating upgrade.


Fitch rates Pitney Bowes as follows:

Pitney Bowes
--IDR 'BBB-';
--Senior unsecured revolving credit facility (RCF) 'BBB-';
--Senior unsecured term loan 'BBB-';
--Senior unsecured notes 'BBB-';
--Short-term IDR 'F3';
--Commercial paper (CP) 'F3'.

The Outlook is Negative.

Additional information is available at 'www.fitchratings.com'. The ratings above
were unsolicited and have been provided by Fitch as a service to investors. The
issuer did not participate in the rating process, or provide additional
information, beyond the issuer's available public disclosure.

Applicable Criteria & Related Research:
--'Corporate Rating Methodology' (Aug. 8, 2012);
--'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis' (Dec. 13, 2012);
--'Fitch Downgrades Pitney Bowes to 'BBB-'; Outlook Remains Negative' (Feb. 4,
2013).

Applicable Criteria and Related Research
Corporate Rating Methodology
Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis
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