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Deluxe Announces Pricing of Senior Secured Notes Offering

Press release from the issuing company

MINNEAPOLIS--Deluxe, a Trusted Payments and Data company (the “Company”), today announced the pricing of $450 million aggregate principal amount of its senior secured notes due 2029 (the “Notes”). The size of the offering was upsized from $400 million to $450 million. The offering is expected to close on December 3, 2024, subject to customary closing conditions. The Notes will pay interest semi-annually at a rate of 8.125% per annum. The Notes are being offered 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 and extending maturity to February 1, 2029. Amounts outstanding under the new senior secured credit facilities are expected to bear interest at the Company’s option, at (i) adjusted SOFR (including a credit spread adjustment of 0.10%), plus 1.50% to 2.75% (depending on the Company’s consolidated total leverage ratio) or (ii) the greater of (x) the prime rate, (y) the federal funds rate plus 0.50% or (z) adjusted SOFR (including a credit spread adjustment of 0.10%) plus 1.00%, plus 0.50% to 1.75%, depending on the Company’s consolidated total leverage ratio, all subject to a 1.00% floor.

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.