Item 1.01 Entry into a Material Definitive Agreement.






Indenture

On June 1, 2021, Deluxe Corporation, a Minnesota corporation (the "Company"), closed its previously announced offering of $500,000,000 aggregate principal amount of senior unsecured notes due 2029 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of June 1, 2021 (the "Base Indenture"), among the Company, certain subsidiaries of the Company as guarantors, and U.S. Bank National Association, as trustee (the "Trustee"). The Notes were offered and sold to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

On June 1, 2021, and substantially concurrently with the consummation of the acquisition by the Company (the "FAPS Acquisition") of FAPS Holdings, Inc., a Delaware corporation ("FAPS"), pursuant to the previously announced Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Fox Acquirer Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), FAPS, and Applepoint FAPS Holdings LP, a Delaware limited partnership, solely in its capacity as the Stockholder Representative (as defined in the Merger Agreement), the Company, FAPS and all of its domestic subsidiaries and the Trustee entered into a supplemental indenture relating to the Notes to add FAPS and all of its domestic subsidiaries as additional guarantors (the "Supplemental Indenture", and together with the Base Indenture, the "Indenture").

The Indenture sets forth the terms of the Notes, including, without limitation:

Maturity. The Notes will mature on June 1, 2029.

Interest Payments. The Company will pay interest on the Notes semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2021, at a rate of 8.000% per annum.

Optional Redemption. At any time prior to June 1, 2024, the Company may on one or more occasions redeem up to 40% of the original principal amount of the Notes with the proceeds of one or more equity offerings of shares of the Company's common stock at a redemption price of 108.000% of the principal amount of the Notes, together with accrued and unpaid interest, if any, subject to certain limitations. At any time prior to June 1, 2024, the Company may redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest plus an applicable premium set forth in the Indenture. At any time on or after June 1, 2024, the Company may redeem some or all of the Notes at the redemption prices set forth in the Indenture.

Mandatory Offers to Purchase. Upon the occurrence of a Change of Control (as defined in the Indenture), the Company will be required to make an offer to purchase all of the Notes at a price equal to 101% of their principal amount, together with accrued and unpaid interest, if any. Upon certain asset dispositions, the Company will be required to use the proceeds therefrom to make an offer to purchase the Notes at 100% of their principal amount, together with accrued and unpaid interest, if it does not use such proceeds within 365 days to repay indebtedness or to enter into an agreement to invest in capital assets or capital stock of a restricted subsidiary (as defined in the Indenture).

Guarantees. The Notes are guaranteed by each of the Company's existing and future domestic subsidiaries that guarantees indebtedness under the Company's Senior Secured Credit Facilities (as defined below) or certain other indebtedness.

Ranking. The Notes are general unsecured obligations of the Company ranking equally in right of payment with the Company's existing and future unsecured unsubordinated debt.

Covenants and Events of Default. The Indenture contains covenants that limit the Company's ability and the ability of its restricted subsidiaries to, among other things, incur certain additional indebtedness and liens, issue redeemable stock and preferred stock, pay dividends and distributions, make loans and investments and consolidate or merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications including that certain covenants will be suspended if and while the Notes have investment grade ratings from any two of Standard & Poor's Ratings Services, Moody's Investors Service, Inc. and Fitch, Inc. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal of, premium, if any, and accrued and unpaid interest on all the Notes to be due and payable. . . .

Item 1.02 Termination of a Material Definitive Agreement.

The information reported above under Item 1.01 of this Current Report on Form 8-K relating to the Existing Credit Facility is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On June 1, 2021, the Company completed its previously announced merger with FAPS pursuant to the Merger Agreement, pursuant to which, among other matters, Merger Sub merged with and into FAPS, with FAPS surviving as a wholly owned subsidiary of the Company. The Merger became effective upon the filing of the certificate of merger with the Delaware Secretary of State on June 1, 2021 (the "Effective Time").

At the Effective Time, the Company paid the aggregate purchase price of $960 million in cash, subject to customary adjustments for cash, debt, net working capital, transaction expenses and certain tax benefits to the stockholders of FAPS.

The foregoing description of the Merger Agreement and the FAPS Acquisition 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information reported above under Item 1.01 of this Current Report on Form 8-K relating to the Indenture and the Senior Secured Credit Facilities is incorporated herein by reference.




 Item 7.01 Other Events.

On June 1, 2021, the Company issued a press release announcing the closing of the FAPS Acquisition, which press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.





           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 any future acquisitions will not be consummated; risks that the FAPS Acquisition or any such future acquisitions do not produce the anticipated results or synergies; the impact of the Senior Secured Credit Facilities on the Company's leverage ratio, interest expense and other business and financial impacts and restrictions due to the additional debt; the Company's compliance with the covenants and restrictions under the Senior Secured Credit Facilities and the Company's ability to access future borrowings under the terms of the Revolving Credit Facility; 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.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

The Company will provide the financial statements required to be filed by Item 9.01(a) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.

(b) Pro forma financial information

The Company will provide the pro forma financial statements required to be filed by Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than the 71st day after the required filing date for this Current Report on Form 8-K.





(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).

  4.1        Indenture, dated as of June 1, 2021, by and among Deluxe Corporation,
           certain subsidiaries of Deluxe Corporation, and U.S. Bank National
           Association

  4.2        Supplemental Indenture, dated as of June 1, 2021, by and among Deluxe
           Corporation, FAPS Holdings, Inc., all of the domestic subsidiaries of
           FAPS Holdings, Inc., and U.S. Bank National Association

  10.1       Credit Agreement, dated as of June 1, 2021, by and among Deluxe
           Corporation, as borrower, the several lenders from time to time party
           thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent

  99.1       Press Release of Deluxe Corporation, dated June 1, 2021

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

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