PITNEY BOWES INC /DE/

Previous report

Changes within our senior management and our Board of Directors could create uncertainties and impact our business.

Previous report

We have undergone recent changes in our senior management and in the composition of our Board of Directors. These changes, and potential future changes, may create continuity risks and challenges to our ability to operate the businesses and execute our strategy. In addition, such changes may, among other things, create uncertainty among investors, customers, employees, and others concerning our future direction and performance, make it difficult to attract and retain qualified personnel and impact our credit ratings and our ability to access capital markets at reasonable costs.

Previous report

We are subject to risks relating to the Ecommerce Restructuring and related transactions.

Previous report

On August 8, 2024, we completed the GEC Sale. There are numerous risks and uncertainties that may be associated with the Ecommerce Restructuring, including, among others, the costs related to the Chapter 11 proceedings; the length of time necessary to implement the orderly wind-down of the Global Ecommerce business associated with the Ecommerce Debtors; the Ecommerce Debtors’ ability to navigate the Chapter 11 proceedings and consummate a Chapter 11 plan; potential impacts to the Company’s reputation and relationships with its customers, vendors, employees, and other counterparties; and impacts to the Company’s liquidity, financial condition and results of operations.

Previous report

There can be no assurances that the Ecommerce Restructuring will limit the Company’s liability under certain contracts and obligations associated with the Ecommerce Debtors and claims may be asserted against the Company and/or its affiliates. As part of the Ecommerce Restructuring, the Company and the Ecommerce Debtors have entered into the Settlement Agreement, which attaches the RSA and the DIP Facility, and includes a release of all existing or potential causes of action among the Company and the Ecommerce Debtors. The Settlement Agreement is subject to the approval of the Bankruptcy Court and there is no assurance that such approval will be granted. If the Settlement Agreement is not approved or substantial modifications are made to the terms of the Settlement Agreement, the Company may be subject to significant claims by the Ecommerce Debtors. Any assertions of claims against the Company or any of its affiliates, may require significant effort, resources, and money to defend or could result in material losses to the Company, and such losses could have a material negative effect on the Company’s business, financial condition, liquidity and results of operations. We can provide no assurance that any such claims, if asserted, will be resolved in manner that is satisfactory to the Company.

Previous report

Furthermore, while we no longer control the management of the Ecommerce Debtors, we retained an economic equity interest therein; however, such economic equity interest is not anticipated to receive any recovery or distribution as part of the Ecommerce Restructuring. We nevertheless remain exposed to the business risks and continued costs applicable to the Ecommerce Debtors through our investment in the DIP Facility, which could be significant. Hilco anticipates the Ecommerce Restructuring will be substantially completed by the end of 2024. In addition, management of the Company may need to spend a significant amount of time and effort attending to matters related to the Ecommerce Restructuring, diverting their focus from the Company’s remaining business operations. Due to the inherent uncertainty of the restructuring process, we are unable to predict with certainty the timing, outcome or financial impact of the Ecommerce Restructuring.

Previous report

We anticipate achieving significant benefits and cost savings from the Ecommerce Restructuring. However, the anticipated benefits and cost savings may not be fully realized or may take longer to realize than expected. The restructuring may also result in additional and unforeseen expenses. The Company has estimated that it will incur substantial expenses in connection with the Ecommerce Restructuring; however, actual expenses may be greater than anticipated. If we are unable to achieve the anticipated benefits and cost savings, or the expenses associated with the Ecommerce Restructuring exceed our estimates, our business, financial condition, liquidity and results of operations could be adversely impacted.