Press release from the issuing company
Shoreview, Minn. – Deluxe, 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.
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