Item 1.01 Entry into a Material Definitive Agreement.

On July 29, 2022, Deluxe Corporation (the "Company") announced that three of its wholly-owned subsidiaries, First American Payment Systems, LP, a limited partnership, also d/b/a Merimac Capital ("First American"), Eliot Management Group, LLC, limited liability company, also d/b/a Sundance Payment Solutions ("EMG") and Think Point Financial, LLC, a limited liability company, also d/b/a Cypress Bay Solutions and Impulse Payments ("Think Point", together with First American and EMG, the "First American Subsidiaries") and the Federal Trade Commission (the "FTC") entered into a Stipulated Order for Permanent Injunction, Monetary Judgment, and Other Relief (the "Consent Order"), which was lodged in the United States District Court for the Eastern District of Texas (the "Court") and is subject to final approval by the Court before becoming effective. Once effective, the Consent Order will resolve the FTC's investigation regarding the First American Subsidiaries' participation in certain acts or in the marketing, promotion, offering for sale, or sale of payment processing services to merchants throughout the United States (the "FTC Investigation"). The FTC alleged that these practices violated Section 5 of the Federal Trade Commission Act and Section 4 of the Restore Online Shoppers' Confidence Act.

Pursuant to the Consent Order, under which the First American Subsidiaries neither admitted nor denied the FTC's allegations (except as to the Court having jurisdiction over the matter), the First American Subsidiaries agreed to make a $4,900,000 payment to the FTC (the "Monetary Judgment") within seven days of entry of the Consent Order. Additionally, among other things, the First American Subsidiaries agreed to refrain from engaging in certain sale and debiting practices, make certain disclosures concerning negative options and to maintain a compliance program. The foregoing summary of the Consent Order is not complete and is qualified in its entirety by reference to the complete text of the Consent Order, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

The Company expects to be fully indemnified for the Monetary Judgment, pursuant to that certain Agreement and Plan of Merger, dated as of April 21, 2021 (the "Merger Agreement"), by and among the Company, FAPS Holdings, Inc. ("FAPS"), ApplePoint FAPS Holdings LP and Fox Acquirer Sub, Inc. Under the terms of the Merger Agreement, the Company is entitled to limited indemnification for certain expenses and losses that may be incurred after the consummation of the acquisition of FAPS that arise out of certain matters, including the FTC Investigation. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on April 22, 2021 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
 Number                             Description of Exhibit
  2.1        Agreement and Plan of Merger, dated as of April 21, 2021, by and among
           Deluxe Corporation, Fox Acquirer Sub, Inc., FAPS Holdings, Inc. and
           Applepoint FAPS Holdings LP (solely in its capacity as the stockholder
           representative) (incorporated by reference to Exhibit 2.1 to the
           Company's Current Report on Form 8-K filed with the SEC on April 22,
           2021).

  10.1       Stipulated Order for Permanent Injunction, Monetary Judgment, and Other
           Relief.

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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