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 11:59 p.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 Tenders of Notes made and consents delivered may be withdrawn and revoked at any time at or prior to 5:00 p.m., New York City time, on November 26, 2012, unless extended or earlier terminated by the Company (such date and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for each $1,000 principal amount of Notes validly tendered at or prior to the Consent Payment Deadline and not validly withdrawn at or prior to the Withdrawal Deadline will be $1021.50 (the “Total Consideration”).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.
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