ST. PAUL, Minn.--()--Deluxe Corporation (NYSE: DLX) today announced that it has exercised its early purchase option and has accepted for purchase all of the $106,496,000 aggregate principal amount of its outstanding 7.375% Senior Notes due 2015 (the “Notes”) tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 26, 2012 (the “Consent Payment Deadline”) pursuant to the Company’s previously announced tender offer. Payment for the Notes purchased is expected to be made on or about November 27, 2012.
The total consideration to be paid for each $1,000 principal amount of Notes validly tendered at or prior to the Consent Payment Deadline, and not validly withdrawn, will be $1021.50 (the “Total Consideration”). The Total Consideration includes a payment of $30.00 per $1,000 principal amount of Notes (the “Consent Payment”) payable only in respect of Notes validly tendered, and not validly withdrawn, at or prior to the Consent Payment Deadline. Holders validly tendering Notes after the Consent Payment Deadline but at or prior to the expiration of the tender offer will be eligible to receive only $991.50 per $1,000 principal amount of Notes, namely an amount equal to the Total Consideration less the Consent Payment. In addition, holders whose Notes are purchased in the tender offer will receive accrued and unpaid interest in respect of their purchased Notes from the most recent interest payment date to, but not including, the applicable payment date for the Notes.
The Company expects to issue a notice of redemption with respect to the Notes on or about November 27, 2012. The notice of redemption will be issued upon the terms and subject to the conditions set forth in the indenture governing the Notes. Under no circumstances shall this press release constitute a notice of redemption or an obligation to issue a notice of redemption.
The tender offer and the Company’s previously announced concurrent consent solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, dated November 9, 2012, and the related Consent and Letter of Transmittal (together, the “Offer Documents”).
J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC are acting as dealer managers for the tender offer and as solicitation agents for the consent solicitation. J.P. Morgan Securities LLC can be contacted at (800) 245-8812 (toll free) or (212) 270-1200 (collect) and Credit Suisse Securities (USA) LLC can be contacted at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Global Bondholder Services Corporation is the depositary and the information agent for the tender offer and the consent solicitation. Copies of the Offer Documents and other related documents may be obtained by calling the information agent at (212) 430-3774 (for banks and brokers only) or (866) 470-3900 (toll free).
The tender offer and the consent solicitation are being made pursuant to the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Company. No recommendation is made as to whether holders of Notes should tender their Notes or deliver their consents. Holders of Notes should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the tender offer and the consent solicitation.
About Deluxe Corporation
Deluxe is a growth engine for small businesses and financial institutions. Four million small business customers access Deluxe’s wide range of products and services including customized checks and forms as well as web-site development and hosting, search engine marketing, search engine optimization, logo design and business networking. For financial institutions, Deluxe offers industry-leading programs in checks, customer acquisition, regulatory compliance, fraud prevention and profitability. Deluxe is also a leading printer of checks and accessories sold directly to consumers.
Statements in this press release concerning the Company’s or management’s intentions, expectations 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 expectations 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. Forward-looking statements speak only as of the time made, and the Company assumes no obligation to publicly update any such statements.