Deluxe Announces Senior Secured Notes Offering
November 18 2024 - 7:43AM
Business Wire
Deluxe (NYSE: DLX), a Trusted Payments and Data company (the
“Company”), announces that it intends to offer $400 million
aggregate principal amount of senior secured notes due 2029 (the
“Notes”) in a private placement to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
persons outside the United States in accordance with Regulation S
under the Securities Act.
The Company intends to use the net proceeds from the Notes
offering, together with borrowings under the Company’s new senior
secured credit facilities, to (i) refinance its term A loan
facility (the “Existing Term A Loan Facility”) and its revolving
credit facility (the “Existing Revolving Credit Facility”) and (ii)
pay transaction fees and expenses. The offering of the Notes is
conditioned on the closing of an amendment and restatement of the
Company's existing credit agreement governing the Existing Term A
Loan Facility and the Existing Revolving Credit Facility to provide
for new senior secured credit facilities consisting of a revolving
credit facility in an aggregate committed amount of $400 million
and a term A loan facility in an aggregate principal amount of $500
million.
This press release does not and will not constitute an offer to
sell or the solicitation of an offer to buy the Notes or any other
securities, nor will there be any sale of the Notes or any other
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. The Notes and related
note guarantees have not been and will not be registered under the
Securities Act or any state or other jurisdiction’s securities laws
and may not be offered or sold in the United States to, or for the
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable securities laws of any state or other
jurisdiction.
About Deluxe
Deluxe, a Trusted Payments and Data company, champions business
so communities thrive. Our solutions help businesses pay, get paid,
and grow. For more than 100 years, Deluxe customers have relied on
our solutions and platforms at all stages of their lifecycle, from
start-up to maturity. Our powerful scale supports millions of small
businesses, thousands of vital financial institutions and hundreds
of the world’s largest consumer brands, while processing more than
$2 trillion in annual payment volume. Our reach, scale and
distribution channels position Deluxe to be our customers’ most
trusted business partner.
Cautionary Statement Regarding Forward-Looking
Statements
Statements made in this press release concerning the Company,
the Company’s or management’s intentions, expectations, outlook or
predictions about future results or events are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements reflect management’s current
intentions or beliefs and are subject to risks and uncertainties
that could cause actual results or events to vary from stated
expectations, which variations could be material and adverse.
Factors that could produce such a variation include, but are not
limited to, the following: changes in local, regional, national and
international economic or political conditions, including those
resulting from heightened inflation, rising interest rates, a
recession, or intensified international hostilities, and the impact
they may have on the Company, its data, customers, or demand for
the Company’s products and services; the effect of proposed and
enacted legislative and regulatory actions affecting the Company or
the financial services industry as a whole; continuing cost
increases and/or declines in the availability of data, materials
and other services; the Company’s ability to execute its
transformational strategy and to realize the intended benefits; the
inherent unreliability of earnings, revenue and cash flow
predictions due to numerous factors, many of which are beyond the
Company’s control; declining demand for the Company’s checks,
check-related products and services and business forms; risks that
the Company’s strategies intended to drive sustained revenue and
earnings growth, despite the continuing decline in checks and
forms, are delayed or unsuccessful; intense competition; continued
consolidation of financial institutions and/or bank failures,
thereby reducing the number of potential customers and referral
sources and increasing downward pressure on the Company’s revenue
and gross profit; risks related to acquisitions, including
integration-related risks and risks that future acquisitions will
not be consummated; risks that any such acquisitions do not produce
the anticipated results or synergies; risks that the Company’s cost
reduction initiatives will be delayed or unsuccessful; risks
related to any divestitures contemplated or undertaken by the
Company; performance shortfalls by one or more of the Company’s
major suppliers, licensors, data or service providers; continuing
supply chain and labor supply issues; unanticipated delays, costs
and expenses in the development and marketing of products and
services, including financial technology and treasury management
solutions; the failure of such products and services to deliver the
expected revenues and other financial targets; risks related to
security breaches, computer malware or other cyber-attacks; risks
of interruptions to the Company’s website operations or information
technology systems; and risks of unfavorable outcomes and the costs
to defend litigation and other disputes. The Company’s
forward-looking statements speak only as of the time made, and
management assumes no obligation to publicly update any such
statements. Additional information concerning these and other
factors that could cause actual results and events to differ
materially from the Company’s current expectations are contained in
the Company’s Form 10-K for the year ended December 31, 2023 and in
the Company’s Form 10-Q for the quarters ended March 31, 2024, June
30, 2024 and September 30, 2024. The Company undertakes no
obligation to update or revise any forward-looking statements to
reflect subsequent events, new information or future
circumstances.
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version on businesswire.com: https://www.businesswire.com/news/home/20241118029255/en/
Brian Anderson, VP, Strategy & Investor Relations
651-447-4197 brian.anderson@deluxe.com
Keith Negrin, VP, Communications 612-669-1459
keith.negrin@deluxe.com
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