DELUXE CORPORATION (NYSE:DLX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
into Amendment No. 4 to Credit Agreement (the Amendment), which
amended that certain Credit Agreement, dated as of March 12,
2010, by and among the Company, the institutions from time to
time parties thereto as lenders, JPMorgan Chase Bank, N.A., in
its capacity as Administrative Agent for itself and the other
lenders, Fifth Third Bank, as Syndication Agent, and U.S. Bank
National Association, Union Bank, N.A., and PNC Bank, National
Association as Co-Documentation Agents (as amended, the Amended
Credit Agreement).
facility by $130 million (from $200 million to $330 million). The
Company drew on the increased term loan facility in the full
amount of the increase on December 30, 2016. The proceeds of the
increased term loan facility were used to fund the acquisition by
the Company of First Manhattan Consulting Group, LLC and certain
of its affiliates (together, FMCG). Amounts repaid or prepaid in
respect of the term loan facility may not be reborrowed.
outstanding under the Amended Credit Agreement, comprised of $431
million of revolving loans and $330 million of term loans. The
net available borrowings are approximately $84 million,
consisting of $84 million of availability under the revolving
credit facility and $0 under the term loan facility. Interest
accrues at an adjusted LIBOR plus 1.50% to 2.125% depending on
the Companys Leverage Ratio (as defined in the Amended Credit
Agreement) on the applicable date, or at an adjusted base or
prime rate plus 0.50% to 1.125% depending on the Leverage Ratio.
unchanged at February 21, 2019.
by certain of the Companys subsidiaries that are deemed material
under the Amended Credit Agreement. Additional subsidiaries may
become guarantors during the term of the Amended Credit Agreement
based on the terms of the Amended Credit Agreement.
Agreement, the Company and each of the domestic material
subsidiaries have granted to the Administrative Agent a security
interest in substantially all their personal property, excluding
certain assets.
certain financial ratios, including a maximum Leverage Ratio and
a minimum ratio of Consolidated EBIT to Consolidated Interest
Expense (as defined in the Amended Credit Agreement).
in general, provide that a failure to pay principal or interest
under other indebtedness in an aggregate principal amount
exceeding $35 million, or breach or default under indebtedness
that permits the holders thereof to accelerate the maturity of at
least that amount of indebtedness, will result in a default under
the Amended Credit Agreement.
default that would permit acceleration of the maturity under the
Amended Credit Agreement, and covenants that limit various
matters. These covenants include limitations on indebtedness,
liens, investments, and acquisitions (other than capital
expenditures), certain mergers, certain asset sales outside the
ordinary course of business, Change in Control (as defined in the
Amended Credit Agreement) of the Company, and other matters
customary for credit facilities of this nature.
the Amendment, which is filed as Exhibit 10.1 to this Current
Report and is incorporated herein by reference.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
incorporated herein by reference.
to the acquisition of FMCG and an updated financial outlook,
which press release is furnished hereto as Exhibit 99.1.
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10.1
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Amendment No. 4 to Credit Agreement, dated as of December
30, 2016, by and among Deluxe Corporation, the financial institutions signatory thereto and JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent for itself and the other lenders. |
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99.1
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Press release, dated January 6, 2017, of Deluxe
Corporation. |
About DELUXE CORPORATION (NYSE:DLX)
Deluxe Corporation provides payment solutions. The Company operates in three segments: Small Business Services segment, Financial Services segment and Direct Checks segment. Its Small Business Services segment offers services for marketing needs of small businesses, including Web design, hosting and other Web services; search engine optimization; marketing services, including e-mail, mobile, social media and other self-service marketing solutions; digital printing services, and logo design. Its Financial Services segment offers a suite of financial technology (FinTech) solutions focused on enabling financial institutions to manage the customer life cycle for their retail and commercial customers. Its Direct Checks segment is a direct-to-consumer check supplier, selling under various brand names, including Checks Unlimited, Designer Checks, Checks.com, Check Gallery, The Styles Check Company and Artistic Checks. DELUXE CORPORATION (NYSE:DLX) Recent Trading Information
DELUXE CORPORATION (NYSE:DLX) closed its last trading session down -2.05 at 70.62 with 594,420 shares trading hands.
