Deluxe Corp Enters New Agreement, Terminates Old One

TL;DR

Deluxe Corp just signed a new deal and ditched an old one, creating new financial obligations.

AI Summary

On December 3, 2024, Deluxe Corporation entered into a Material Definitive Agreement and simultaneously terminated a prior agreement. This action also created a direct financial obligation for the registrant. The specific details of the agreement and the financial obligation are not fully disclosed in this filing.

Why It Matters

This filing indicates a significant change in Deluxe Corporation's contractual obligations, potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — The entry into a new material definitive agreement and the creation of a direct financial obligation suggest potential financial risks or changes that require further investigation.

Key Players & Entities

• Deluxe Corporation (company) — Registrant
• December 3, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $1.00 — ch registered Common Stock, par value $1.00 per share DLX NYSE Indicate by ch
• $450,000,000 — ed its previously announced offering of $450,000,000 aggregate principal amount of senior se
• $400 million — Secured Credit Agreement provides for a $400 million revolving credit facility (the " Revolv
• $500 million — he " Revolving Credit Facility ") and a $500 million Term A Loan Facility (the " Term A Loan
• $40 million — he Revolving Credit Facility includes a $40 million swingline sub-facility and a $25 millio
• $25 million — 40 million swingline sub-facility and a $25 million letter of credit sub-facility. The Sen
• $200 million — me do not exceed (i) the greater of (x) $200 million and (y) 50% of consolidated EBITDA for
• $67 million — mium or penalty. The Company drew down $67 million under the Revolving Credit Facility to

Filing Documents

• tm2428903d1_8k.htm (8-K) — 48KB
• tm2428903d2_ex4-1.htm (EX-4.1) — 1134KB
• tm2428903d2_ex10-1.htm (EX-10.1) — 1099KB
• tm2428903d2_ex99-1.htm (EX-99.1) — 6KB
• tm2428903d2_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2428903d2_ex99-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-24-125074.txt ( ) — 2908KB
• dlx-20241203.xsd (EX-101.SCH) — 3KB
• dlx-20241203_lab.xml (EX-101.LAB) — 33KB
• dlx-20241203_pre.xml (EX-101.PRE) — 22KB
• tm2428903d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture On December 3, 2024, Deluxe Corporation, a Minnesota corporation (the " Company "), closed its previously announced offering of $450,000,000 aggregate principal amount of senior secured notes due 2029 (the " Notes "). The Notes were issued pursuant to an indenture, dated as of December 3, 2024 (the " Indenture "), among the Company, certain subsidiaries of the Company as guarantors, and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The Notes were offered and sold to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the " Securities Act "), and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Indenture sets forth the terms of the Notes, including, without limitation: Maturity . The Notes will mature on September 15, 2029, provided, however, that if on February 1, 2029 (prior to the scheduled maturity of the Existing Notes (as defined below) on June 1, 2029), any portion of the Existing Notes remain outstanding, the Notes will instead mature on February 1, 2029. Interest Payments . The Company will pay interest on the Notes semi-annually in arrears on March 15 and September 15 of each year, commencing March 15, 2025, at a rate of 8.125% per annum. Optional Redemption . The Company may redeem some or all of the Notes at any time on or after September 15, 2026, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may also redeem up to 40% of the Notes using the proceeds of certain equity offerings completed before September 15, 2026, at a redemption price equal to 108.125% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information reported above under Item 1.01 of this Current Report on Form 8-K relating to the Existing Credit Facility is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information reported above under Item 1.01 of this Current Report on Form 8-K relating to the Indenture and the Senior Secured Credit Facilities is incorporated herein by reference.

01 Other Events

Item 7.01 Other Events. On December 3, 2024, the Company issued a press release announcing the closing of the offering of the Notes and the Senior Secured Credit Facilities, which press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1 , shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Exhibit 4.1 Indenture, dated as of December 3, 2024, by and among Deluxe Corporation, certain subsidiaries of Deluxe Corporation, and U.S. Bank Trust Company, National Association 10.1 Amended and Restated Credit Agreement, dated as of December 3, 2024, by and among Deluxe Corporation, as borrower, the several lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent 99.1 Press Release of Deluxe Corporation, dated December 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 3, 2024 DELUXE CORPORATION By: /s/ Jeffrey L. Cotter Name: Jeffrey L. Cotter Title: Chief Administrative Officer, Senior Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR