UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 – Entry into a Material Definitive Agreement.
On March 13, 2024 (the “Closing Date”), Deluxe Receivables LLC (“Borrower”), a special purpose company and wholly-owned subsidiary of Deluxe Corporation (the “Company”), a Minnesota corporation, entered into an accounts receivable financing facility (the “AR Facility”) of up to $80 million with MUFG Bank, Ltd., as administrative agent (the “Administrative Agent”) pursuant to a receivables financing agreement, dated as of the Closing Date (the “RFA”), among the Borrower, the Company, as servicer (the “Servicer”), the Administrative Agent and the group and agents and lenders party thereto. In connection with the AR Facility, the Company and certain subsidiaries of the Company, as originators (the “Originators”), have sold and will continue to automatically sell certain of their accounts receivable and certain related assets (collectively, the “Receivables”) to the Borrower.
The amount available for borrowings at any one time under the RFA is limited to a borrowing base amount calculated based on the outstanding balance of eligible Receivables, subject to certain reserves, concentration limits, and other limitations. Borrowings under the RFA bear interest at rates specified in the RFA (including, as applicable, a CP Rate (as defined in the RFA) for borrowings funded by a conduit lender through the issuance of notes, and for other borrowings, 1-Month Term SOFR plus 0.10%) in addition to a drawn fee of 1.40% and a fee on the undrawn committed amount of the RFA, each as set forth in the Fee Letter (as defined in the RFA). Interest and fees payable by the Borrower under the RFA are due monthly. The RFA is scheduled to terminate on March 12, 2027, unless extended in accordance with its terms or earlier terminated. As of the date hereof, $43,312,500 has been drawn on the AR Facility.
The Borrower pledged its ownership interest in the Receivables as collateral security for all amounts outstanding under the RFA, and the Servicer will perform administrative and collection services relating to the Receivables on behalf of the Borrower for a fee. The Company guaranteed the respective performance obligations of the Originators and the Servicer under the RFA pursuant to a performance guaranty dated as of the Closing Date. However, neither the Company nor any of its affiliates guarantees the Borrower’s borrowings under the RFA or the collectability of the Receivables.
The RFA contains certain customary representations and warranties, affirmative and negative covenants, indemnification provisions, and events of default, including those providing for termination of the AR Facility and the acceleration of amounts owed by the Borrower under the RFA upon the occurrence of certain events.
The foregoing description of the RFA does not purport to be complete and is qualified in its entirety by reference to the full text of the RFA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 – Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Receivables Financing Agreement, dated March 13, 2024, by and among Deluxe Receivables LLC, Deluxe Corporation, MUFG Bank, Ltd., and the group agents and lenders from time to time party thereto. | |
| 10.2 | Consent to Amendment to Credit Agreement, dated March 13, 2024, by and among Deluxe Corporation, each other Guarantor party thereto, and JPMorgan Chase Bank, N.A. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DELUXE CORPORATION | ||
| Dated: March 14, 2024 | By: | /s/ Jeffrey L. Cotter |
| Name: | Jeffrey L. Cotter | |
| Title: | Senior Vice President, Chief Administrative Officer and General Counsel | |