Hestia Capital Management Discloses Additional Information Regarding 10b5-1 Plan at Pitney Bowes
Notes That Managing Member Kurt Wolf Intends to be a Long-Serving Pitney Bowes Director and Shareholder
Hestia Capital Management, LLC (collectively with its affiliates, "Hestia" or "we"), a large shareholder of Pitney Bowes, Inc. (NYSE:PBI) ("Pitney Bowes" or the "Company"), today provided additional detail on its Managing Member's 10b5-1 Plan (the "Plan") at the Company. Hestia's Managing Member, Kurt Wolf, has served on Pitney Bowes' Board of Directors since 2023 and intends to be a long-serving director and shareholder. Mr. Wolf recently put in place a Plan that is structurally similar to ones established by directors, including those who run investment management firms, at other public companies.
Facts and Considerations
Through Hestia's managed investment vehicles, including its flagship fund and a special purpose vehicle, it is the beneficial owner of just over 15.83 million shares of Pitney Bowes' common stock. Notably, Hestia's flagship fund, Hestia Capital Partners, LP ("HCP") is a deep value fund that targets investments in high-potential companies that trade at 5x, or less, of Free Cash Flow.
The Plan gives Hestia the opportunity to gradually reduce its flagship fund's exposure to Pitney Bowes, provided the Company's common stock appreciates and hits several new share price highs in the future, and thereby align the concentration of its shareholdings in Pitney Bowes with its single-investment exposure limit commitments to its limited partners. Of note, neither Hestia nor Mr. Wolf have sold any shares of Pitney Bowes to date.
Share Price Triggers in Hestia's 10b5-1 Plan
Hestia does not believe it is appropriate to disclose the exact details of its Plan, as doing so could allow certain investors to "front run" the Plan. However, Hestia has put together a table that highlights its ownership levels at various share price levels, including future potential levels:
| Price | Retained Shares | % of Total |
$8 |
15,833,636 |
100% |
$10 |
14,583,636 |
92% |
$12 |
12,083,636 |
76% |
$14 |
8,833,636 |
56% |
$16 |
4,333,636 |
27% |
$18 |
3,333,636 |
21% |
$20+ |
3,333,636 |
21% |
Notably:
- Hestia would continue to beneficially own 12,083,636 shares at $12, which represents 76% of its current stake in Pitney Bowes.
- Hestia would continue to hold over 3.3 million shares of Pitney Bowes, regardless of how high the stock goes, under the terms of the Plan.
The forgoing explanations and illustrations highlight that Hestia, and Mr. Wolf, intend to remain deeply committed to Pitney Bowes as a major shareholder and have strong conviction that the Company has significant potential to create enhanced value in the years to come.
Cautionary Statement
This communication and accompanying material are not intended to represent a recommendation or investment advice of any kind. Such content is not provided in a fiduciary capacity, may not be relied upon for or in connection with the making of investment decisions, and does not constitute a solicitation of an offer to buy or sell securities. All content has been provided for informational purposes only and, as such, should not be construed as legal or investment advice and/or a legal opinion.
About Hestia Capital
Hestia Capital is a long-term focused, deep value investment firm that typically makes investments in a narrow selection of companies facing company-specific, and/or industry, disruptions. Hestia seeks to leverage its General Partner's expertise in competitive strategy, operations and capital markets to identify attractive situations within this universe of disrupted companies. These companies are often misunderstood by the general investing community or suffer from mismanagement, which we reasonably expect to be corrected, and provide the ‘price dislocations' which allows Hestia to identify, and invest in, highly attractive risk/reward investment opportunities.
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