Deluxe Corporation Commences Tender Offer for Its 7.375% Senior Notes Due 2015 and Related Consent Solicitation

  Deluxe Corporation Commences Tender Offer for Its 7.375% Senior Notes Due
  2015 and Related Consent Solicitation

Business Wire

ST. PAUL, Minn. -- November 09, 2012

Deluxe Corporation (NYSE: DLX) (the “Company”) today announced that it has
commenced a tender offer to purchase for cash any and all of its 7.375% Senior
Notes due 2015 (the “Notes”) on the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement, dated
November 9, 2012, and the related Consent and Letter of Transmittal (together,
the “Offer Documents”). Concurrently with the tender offer, the Company is
soliciting consents to proposed amendments to the indenture governing the
Notes (the “Indenture”), providing for the elimination of substantially all of
the restrictive covenants, certain events of default and certain other
provisions contained in the Indenture. Holders that tender Notes must also
consent to such proposed amendments to the Indenture.

The consent payment deadline will be 5:00 p.m., New York City time, on
November 26, 2012, unless extended or earlier terminated by the Company (such
date and time, as the same may be modified, the “Consent Payment Deadline”).
The tender offer will expire at 11:59p.m., New York City time, on December
10, 2012, unless extended or earlier terminated by the Company (such date and
time, as the same may be modified, the “Expiration Time”). Tenders of Notes
made and consents delivered may be withdrawn and revoked at any time at or
prior to 5:00 p.m., New York City time, on November 26, 2012, unless extended
or earlier terminated by the Company (such date and time, as the same may be
modified, the “Withdrawal Deadline”), but not thereafter, unless required by
applicable law.

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withdrawn at or prior to the Withdrawal Deadline will be $1021.50 (the “Total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 consents validly delivered at or prior
to the Consent Payment Deadline. Holders validly tendering Notes after the
Consent Payment Deadline but at or prior to the Expiration Time will be
eligible to receive only $991.50 per $1,000 principal amount of Notes (the
“Tender Offer Consideration”), 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 has reserved the right, at any time following the Consent Payment
Deadline, but at or prior to the Expiration Time (the “Early Acceptance
Date”), subject to the terms and conditions of the tender offer being
satisfied or waived, to accept for purchase all Notes validly tendered at or
prior to the Early Acceptance Date and not validly withdrawn at or prior to
the Withdrawal Deadline. If the Company elects to exercise this option, it
will pay the Total Consideration or Tender Offer Consideration, as the case
may be, for the Notes accepted for purchase at the Early Acceptance Date on a
date (the “Early Payment Date”) promptly following the Early Acceptance Date.
We currently anticipate that, if we elect to exercise this option, the Early
Acceptance Date will be November 27, 2012. On the Early Payment Date, if any,
the Company will pay accrued and unpaid interest to, but not including, the
Early Payment Date on Notes accepted for purchase at the Early Acceptance
Date.

Subject to the terms and conditions of the tender offer being satisfied or
waived, the Company will, after the Expiration Time (the “Final Acceptance
Date”), accept for purchase all Notes validly tendered at or prior to the
Expiration Time (and not validly withdrawn at or prior to the Withdrawal
Deadline) (or if the Company has exercised its early purchase option described
above, all Notes validly tendered after the Early Acceptance Date and at or
prior to the Expiration Time). The Company will pay the Total Consideration or
Tender Offer Consideration, as the case may be, for Notes accepted for
purchase at the Final Acceptance Date on a date (the “Final Payment Date”)
promptly following the Final Acceptance Date. On the Final Payment Date, the
Company will pay accrued and unpaid interest to, but not including, the Final
Payment Date on Notes accepted for purchase at the Final Acceptance Date.

The Company’s obligation to accept for purchase, and to pay for, Notes validly
tendered and not validly withdrawn pursuant to the tender offer is conditioned
upon the satisfaction or, when applicable, waiver of certain conditions, which
are more fully described in the Offer Documents, including, among others,
(1)the Company’s receipt of consents of holders of at least a majority in
principal amount of the outstanding Notes to the proposed amendments to the
Indenture and (2)the Company’s receipt of aggregate proceeds (before initial
purchasers’ discounts and fees and other offering fees and expenses) of at
least $200.0million from a private placement of new senior notes on terms
satisfactory to the Company. The new notes have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state and may not be offered or sold in the United States absent
registration or an exemption from the registration requirements of the
Securities Act and applicable state securities laws.In no event will the
information contained in this press release or the Offer Documents regarding
the new notes constitute an offer to sell or a solicitation of an offer to buy
any new notes.

The proposed amendments to the Indenture for which consents are being
solicited will be set forth in a supplemental indenture and are described in
more detail in the Offer Documents. The supplemental indenture will not be
executed unless and until the Company has received consents of holders of at
least a majority in principal amount of the outstanding Notes, and the
proposed amendments will not become operative until the earlier of the Early
Acceptance Date and the Final Acceptance Date.

The Notes are currently redeemable at $1,018.44 per $1,000 principal amount of
Notes. If some but not all outstanding Notes are tendered and purchased
pursuant to the tender offer, the Company expects to redeem any Notes not
tendered and purchased pursuant to the tender offer in accordance with the
terms and conditions of the Indenture, as it may be amended pursuant to the
consent solicitation. If the Company accepts Notes for purchase pursuant to
the tender offer on the Early Acceptance Date, the Company expects to issue
the notice of redemption concurrent with its payment for those Notes on the
Early Payment Date. The notice of redemption will be issued upon the terms and
subject to the conditions set forth in the Indenture, as it may be amended
pursuant to the consent solicitation. If no Notes are purchased pursuant to
the tender offer, but the Company completes the offering of new senior notes,
it expects to issue a notice of redemption with respect to the Notes
concurrent with the closing of the new senior note offering. Under no
circumstances shall this press release constitute a notice of redemption or an
obligation to issue a notice of redemption.

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.

The Offer Documents will be distributed to holders of Notes promptly.
Additional 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 solely on the
terms and subject to the conditions set forth in 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. This press release also is not a solicitation of consents to the
proposed amendments to the Indenture. No recommendation is made as to whether
holders of Notes should tender their Notes or deliver their consent. 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
offersindustry-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.

Forward-Looking Statements

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.

Contact:

Deluxe Corporation
Jeff Johnson, 651-787-1068
Treasurer and VP Investor Relations
 
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