{"url_path":"/sec/dlx/8-k/2026-06-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**** **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/27996/0001104659-26-075414-index.html","accession_number":"0001104659-26-075414","cik":"0000027996","ticker":"DLX","issuer_name":"DELUXE CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/27996/0001104659-26-075414-index.html","primary_entity_key":"0000027996","primary_entity_name":"DELUXE CORP"},"word_count":1094,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**** **\n\n \n\nOn June 17, 2026, Deluxe\nCorporation (the “Company”) entered into an Equity Purchase Agreement and Plan of Merger (the “Purchase Agreement”)\nby and among the Company, Calypso Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger\nSub”), Celero Intermediate Holdings LLC, a Delaware limited liability company (“Celero”), LLR V Payments, LLC, a Delaware\nlimited liability company (“BlockerCo”), LLR International V, L.P., a Delaware limited partnership (“BlockerCo Seller”),\nand, in its capacity as representative of the Sellers, LLR Representative V, LLC, a Delaware limited liability company (the “Sellers’\nRepresentative”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the\nPurchase Agreement.\n\n \n\nThe Purchase Agreement provides\nthat, among other things, upon the terms and subject to the conditions thereof, (i) the Company will purchase from BlockerCo Seller, and\nBlockerCo Seller will sell to the Company, all of the issued and outstanding equity securities of BlockerCo (the “Acquisition”),\nand (ii) Merger Sub will merge with and into Celero, whereupon the separate limited liability company existence of Merger Sub will cease\nand Celero will be the surviving limited liability company and a wholly-owned subsidiary of the Company (the “Merger,” and\ntogether with the Acquisition, the “Transaction”).\n\n \n\nUnder the terms and subject\nto the conditions set forth in the Purchase Agreement, the aggregate consideration to be paid by the Company at the closing of the Transaction\n(the “Closing”) is approximately $625 million in cash (the “Consideration”), plus payment of certain seller transaction\nexpenses and other adjustments. The Company intends to finance the Transaction through a combination of drawing on the Company’s\nexisting revolving credit facility and the Debt Financing (as defined below).\n\n \n\nThe Purchase Agreement contains\nrepresentations, warranties and covenants by the parties customary for a transaction of this nature, including, among other things, covenants\nby Celero regarding the operation of Celero’s business prior to the Closing, as well as representations and warranties of the Company\nwith respect to, among other things, the Company having sufficient cash, available lines of credit or other sources of immediately available\nfunds to consummate the Transaction.\n\n \n\nThe representations and warranties\nof the parties do not survive the Closing. In connection with the Transaction, the Company will obtain, prior to Closing, a buyer-side\nrepresentations and warranties insurance policy to provide the Company’s sole recourse, except in the case of Fraud, for losses\narising from breaches of the representations and warranties of Celero, BlockerCo and BlockerCo Seller. The Purchase Agreement contains\nindemnification provisions pursuant to which, from and after the Closing, the Sellers agree to indemnify the Company and other Purchaser\nIndemnified Parties (including Celero and its Subsidiaries) for losses suffered by the Purchaser Indemnified Parties in connection with,\narising out of or resulting from certain specified matters set forth on a schedule to the Purchase Agreement, subject to certain limitations\nset forth in the Purchase Agreement.\n\n \n\nThe Closing of the Transaction\nis subject to customary closing conditions, including (i) the absence of any law or governmental order prohibiting the consummation of\nthe Transaction, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976, as amended (iii) the consummation of the Unit Transfer in accordance with the Unit Transfer Plan and (iv) the satisfaction\nor waiver of certain other customary closing conditions as set forth in the Purchase Agreement. The Transaction is expected to close in\nthe third quarter of 2026. The Purchase Agreement may be terminated prior to Closing under specified circumstances as set forth in the\nPurchase Agreement.\n\n \n\nIn connection with the execution\nof the Purchase Agreement, the Company has delivered to the Sellers’ Representative a debt commitment letter (the “Commitment\nLetter”) executed with certain financial institutions party thereto (the “Lenders”), pursuant to which the Lenders have\ncommitted, subject to the terms and conditions contained therein, to provide the Company with debt financing in the amounts and on the\nterms set forth in the Commitment Letter (the “Debt Financing”). The proceeds of the Debt Financing are intended to fund,\nin part, the Consideration payable in connection with the Transaction. The Purchase Agreement does not include a financing contingency,\nand the Company has represented in the Purchase Agreement that it has sufficient unrestricted cash on hand and/or available credit pursuant\nto applicable credit facilities or commitments to pay all amounts required to be paid at the Closing. The funding of the Debt Financing\nis contingent upon the satisfaction or waiver of certain conditions set forth in the Commitment Letter, including, without limitation,\nthe execution and delivery of definitive documentation consistent with the Commitment Letter.\n\n \n\nThe foregoing description\nof the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy\nof which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.\n\n \n\n \n\n \n\nThe Purchase Agreement has\nbeen included solely to provide stockholders with information regarding its terms. It is not intended to provide any other information\nabout the Company, Celero, BlockerCo, BlockerCo Seller or their respective subsidiaries and affiliates. The Purchase Agreement contains\nrepresentations and warranties by each of the parties thereto. These representations and warranties were made solely for the benefit of\nthe other parties to the Purchase Agreement and solely within the specific context of the Purchase Agreement and (i) may have been used\nfor purposes of allocating risk between the respective parties rather than establishing matters as facts, (ii) may have been qualified\nin the Purchase Agreement by confidential disclosure schedules that were delivered to the other parties in connection with the signing\nof the Purchase Agreement, which disclosure schedules may contain information that modifies, qualifies, and creates exceptions to the\nrepresentations, warranties, and covenants set forth in the Purchase Agreement, (iii) may be subject to a contractual standard of materiality\napplicable to the parties that differs from what a stockholder may view as material and (iv) may have been made only as of the date of\nthe Purchase Agreement or as of another date or dates as may be specified in the Purchase Agreement, and information concerning the subject\nmatter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or\nmay not be fully reflected in the Company’s public disclosures, if at all. Accordingly, stockholders should not rely upon representations\nand warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Celero, BlockerCo,\nBlockerCo Seller or their respective subsidiaries and affiliates."}