Deluxe Announces Senior Notes Offering
May 17 2021 - 8:24AM
Business Wire
Deluxe (NYSE: DLX), a Trusted Business Technology™ company (the
“Company”), announces that it intends to offer $500 million
aggregate principal amount of senior unsecured 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.
As previously announced on April 22, 2021, Deluxe has entered
into an agreement to acquire FAPS Holdings, Inc. (the “FAPS
Acquisition”). The Company intends to use the net proceeds from the
Notes offering, together with cash on hand and borrowings under the
new senior secured credit facilities that it will enter into in
connection with the consummation of the FAPS Acquisition, to fully
repay and terminate the outstanding revolving credit commitments
under its existing credit facility, to finance the purchase price
of the FAPS Acquisition and to pay related fees and expenses. The
closing of the Notes offering is not conditioned on the closing of
the FAPS Acquisition, which, if completed, will occur at or
subsequent to the closing of the Notes offering.
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.
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: potential continuing negative impacts
from pandemic health issues, such as the coronavirus / COVID-19,
along with the impact of government restrictions or similar
directives on our future results of operations, the Company’s
future financial condition and the Company’s ability to continue
business activities in affected regions; the impact that further
deterioration or prolonged softness in the economy may have on
demand for the Company’s products and 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 additional bank failures, thereby reducing the number of
potential customers and referral sources and increasing downward
pressure on the Company’s revenue and gross profit; the risk that
the proposed FAPS Acquisition and/or any other 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; performance shortfalls by one or more of the
Company’s major suppliers, licensors or service providers;
unanticipated delays, costs and expenses in the development and
marketing of products and services, including web services and
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;
risks of unfavorable outcomes and the costs to defend litigation
and other disputes; and the impact of governmental laws,
regulations or investigations. 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, 2020 and in the Company’s Form 10-Q for
the quarter ended March 31, 2021. The Company undertakes no
obligation to update or revise any forward-looking statements to
reflect subsequent events, new information or future
circumstances.
About Deluxe
Deluxe, a Trusted Business Technology™ company, champions
business so communities thrive. Our solutions help businesses pay
and get paid, accelerate growth and operate more efficiently. 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 $2.8
trillion in annual payment volume. Our reach, scale and
distribution channels position Deluxe to be our customers’ most
trusted business partner. To learn how we can help your business,
visit us at www.deluxe.com, www.facebook.com/deluxecorp,
www.linkedin.com/company/deluxe, or www.twitter.com/deluxe.
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version on businesswire.com: https://www.businesswire.com/news/home/20210517005524/en/
Tom Morabito, VP Investor Relations 470-607-5567
Tom.Morabito@Deluxe.com Cam Potts, VP, Corp. Communications
651-233-7735 Cameron.Potts@Deluxe.com
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