Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on
On
Under the terms of the Amendment, the Lenders agreed to (i) permit the Company
to incur secured indebtedness to consummate the FAPS Acquisition, subject to
certain conditions and a maximum aggregate principal amount, (ii) consent to the
FAPS Acquisition on the terms and conditions set forth in the Merger Agreement,
(iii) effective upon the consummation of the FAPS Acquisition, (x) increase the
swingline and letter of credit facilities by
The foregoing description of the Amendment is not intended to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and 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 set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this Current Report on Form 8-K 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
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibit 10.1 Amendment, dated as ofMay 4, 2021 , to the Credit Agreement, dated as ofMarch 21, 2018 , by and amongDeluxe Corporation , as Borrower, the several banks and other financial institutions or entities from time to time parties thereto,JPMorgan Chase Bank, N.A ., as administrative agent, and the other agents party thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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