Deluxe (NYSE: DLX) closes $625 million Celero Commerce deal, expands payments
Rhea-AI Filing Summary
Deluxe Corporation entered into a Refinancing Facility Agreement No. 2, establishing a Second Amended and Restated Credit Agreement that provides a senior secured first lien revolving credit facility of $400.0 million and a senior secured first lien term loan facility of $800.0 million. The revolver, which includes a $40 million swingline and a $25 million letter-of-credit sub-facility, may be borrowed until July 31, 2031, while the term loan amortizes through June 30, 2031 with the remaining balance due at maturity.
The company used borrowings under these facilities to fund the approximately $625 million cash purchase of Celero Commerce, plus related expenses, making Celero a wholly owned subsidiary. Management states the combination is expected to be accretive to adjusted EPS in the first full year, with more than $15 million in expected cost synergies, over 55,000 additional merchant relationships, 130 bank partners, and an expanded payments platform expected to process more than $70 billion in annual gross transaction volume.
Positive
- Deluxe completed the Celero Commerce acquisition for approximately $625 million, which management expects to be accretive to adjusted EPS in the first full year with more than $15 million in cost synergies.
- The Celero transaction significantly scales Deluxe’s payments platform, which is expected to process more than $70 billion in annual gross transaction volume and add over 55,000 merchants and 130 bank partners, supporting growth in its Payments and Data segments.
Negative
- None.
Filing Explained
Collateral secures the refinancing, while Celero’s financial and pro forma results remain pending.
On
The agreement also imposes affirmative, operational, and restrictive covenants covering debt, liens, investments, mergers, dispositions, and specified cash uses, including dividends and distributions. The filing therefore documents both completed acquisition financing and continuing collateral and cash-use constraints, rather than only available borrowing capacity.
Celero’s financial statements and the required pro forma information remain to be filed by amendment no later than
8-K Event Classification
Key Figures
Key Terms
senior secured first lien revolving credit facility financial
Term SOFR financial
swingline sub-facility financial
letter of credit sub-facility financial
gross transaction volume market
non-bank merchant acquirer market
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Deluxe Corporation (DLX) announce on July 31, 2026?
What are the key terms of Deluxe’s new credit facilities (DLX)?
How much did Deluxe (DLX) pay for Celero Commerce and how was it funded?
What financial impact does Deluxe (DLX) expect from the Celero acquisition?
How will Deluxe (DLX) use the new revolving credit facility going forward?
When will Deluxe (DLX) provide Celero’s financial statements and pro forma information?
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
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 31, 2026, Deluxe Corporation (the “Company”) and certain subsidiaries of the Company party thereto, as guarantors, entered into a Refinancing Facility Agreement No. 2 effecting a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with certain financial institutions party thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, amending the Company’s existing credit agreement.
The Credit Agreement provides for (i) a senior secured first lien revolving credit facility in an aggregate principal amount of $400.0 million (the “Revolving Credit Facility”), and (ii) a senior secured first lien term loan facility in an aggregate principal amount of $800.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”). The Revolving Credit Facility includes a $40 million swingline sub-facility and a $25 million letter of credit sub-facility. The Credit Agreement permits the Company to establish additional incremental credit facilities thereunder subject to certain restrictions and conditions.
Interest is payable on the Senior Secured Credit Facilities at a rate equal to, at the Company’s option, either: (1) the sum of (a) the greatest of: (i) the prime rate; (ii) the federal funds effective rate plus 0.50% and (iii) one-month term SOFR, plus 1.00%; in each case subject to a 1.00% floor plus (b) a margin (x) initially, equal to 1.00% and (y) after delivery of the Company’s financial statements for the first fiscal quarter following the closing date, ranging from 0.50% to 1.75% depending on the Company’s consolidated total leverage ratio; or (2) the sum of (a) one, three, or six month Term SOFR, plus (b) a margin (x) initially, equal to 2.00% and (y) after delivery of the Company’s financial statements for the first fiscal quarter following the closing date, ranging from 1.50% to 2.75% depending on the Company’s consolidated total leverage ratio.
Loans under the Revolving Credit Facility may be borrowed, repaid and re-borrowed until July 31, 2031, at which time all amounts borrowed must be repaid. The Term Loan Facility will be repaid in equal quarterly installments in an annual amount equal to 7.50% per annum of the original aggregate principal amount thereof from December 31, 2026 through September 30, 2030 and 10.00% per annum of the original aggregate principal amount thereof from December 31, 2030 through June 30, 2031 with the remaining balance due at final maturity. The Term Loan Facility also includes mandatory prepayment requirements related to asset sales (subject to reinvestment), debt incurrence (other than permitted debt) and casualty or other insured damage to assets, subject to certain limitations. Any voluntary prepayment of the Term Loan Facility may be made without the payment of any premium or penalty.
The obligations under the Credit Agreement are guaranteed on a senior secured basis by the Company and certain of its existing and future domestic subsidiaries, subject to certain exceptions, and are secured by a security interest in substantially all of the assets of the Company and the guarantors, subject to customary exceptions and limitations.
The Credit Agreement contains certain covenants, including affirmative and operational covenants and restrictive covenants regarding, among other matters, the incurrence of debt, the incurrence of liens, investments, mergers, dispositions and specified uses of cash (including payment of dividends and distributions).
The Company used the proceeds of the Term Loan Facility, together with a draw on the Revolving Credit Facility, to finance the purchase price of its previously announced acquisition of Celero (defined below) as described in Item 2.01 of this Current Report on Form 8-K and to pay related fees, costs and expenses. The Revolving Credit Facility will be available for working capital needs, permitted acquisitions and capital expenditures and for other general corporate purposes.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 31, 2026, the Company completed the previously announced acquisition of Celero Commerce, pursuant to the Equity Purchase Agreement and Plan of Merger, dated as of June 17, 2026 (as amended or supplemented from time to time, the “Purchase Agreement”), by and among the Company, Calypso Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub”), Celero Intermediate Holdings LLC, a Delaware limited liability company (“Celero”), LLR V Payments, LLC, a Delaware limited liability company (“BlockerCo”), LLR Equity Partners International V, L.P., a Delaware limited partnership (“BlockerCo Seller”), and, in its capacity as representative of the Sellers, LLR Representative V, LLC, a Delaware limited liability company (the “Sellers’ Representative”).
Pursuant to the Purchase Agreement, (i) the Company purchased from BlockerCo Seller all of the issued and outstanding equity securities of BlockerCo (the “Acquisition”), and (ii) Merger Sub merged with and into Celero, whereupon the separate limited liability company existence of Merger Sub ceased and Celero was the surviving limited liability company and became a wholly-owned subsidiary of the Company (the “Merger,” and together with the Acquisition, the “Transaction”).
Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Transaction was approximately $625 million, plus payment of certain seller transaction expenses and subject to other adjustments. The closing cash consideration was funded with a combination of borrowings under the Term Loan Facility and the Revolving Credit Facility described in Item 1.01 of this Current Report on Form 8-K.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2026.
The financial statements of Celero and the pro forma financial information required by Item 9.01 of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 7.01 | Regulation FD Disclosure. |
On July 31, 2026, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses or Funds Acquired |
The Company will file any financial statements required to be filed not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
| (c) | Pro Forma Financial Information |
The Company will file any pro forma financial information required to be filed not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
| (d) | Exhibits |
| Exhibit Number |
Description of Exhibit | |
| 10.1# | Refinancing Facility Agreement No. 2, dated July 31, 2026, by and among Deluxe Corporation, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties thereto. | |
| 99.1 | Press Release, dated July 31, 2026, of Deluxe Corporation. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
# Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The descriptions of the omitted schedules and exhibits are contained within the relevant agreement. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
SIGNATURE
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.
| Date: July 31, 2026 | DELUXE CORPORATION | |
| By: | /s/ Jeffrey L. Cotter | |
| Name: | Jeffrey L. Cotter | |
| Title: |
Chief Administrative Officer, Senior Vice President and General Counsel | |
Exhibit 99.1
 |  |
| FOR IMMEDIATE RELEASE | ||
| Contact: | ||
| Brian Anderson, VP, Strategy & Investor Relations | Keith Negrin, VP, Communications | |
| 651-447-4197 | 612-669-1459 | |
| brian.anderson@deluxe.com | keith.negrin@deluxe.com |
Deluxe Closes Transformative Acquisition of Celero Commerce
Transaction further accelerates company’s transformation toward growing Payments and Data segments
MINNEAPOLIS, July 31, 2026 – Deluxe (NYSE: DLX), a trusted payments and data company, today announced it has closed its acquisition of Celero Commerce, a financial technology company focused on optimized payment solutions for small to mid-sized businesses and strategic partners. The transaction was originally announced on June 18.
The acquisition marks a pivotal milestone in Deluxe’s ongoing strategic transformation, significantly expanding Deluxe Merchant Services and creating an increasingly scaled payment platform expected to process more than $70 billion of annual gross transaction volume and moving Deluxe toward top 10 of non-bank merchant acquirer status, based on Nilson reporting. As the company previously shared, the transaction is expected to be accretive to adjusted EPS in the first full year following the closing, including identification of more than $15 million in expected cost synergies, further expanding anticipated revenue and EBITDA margin growth trajectories.
“Acquiring Celero was an important strategic next step in our expansion as a major digital payments processor,” said Barry McCarthy, President and CEO of Deluxe. “The combination is expected to add more than 55,000 merchant relationships and 130 bank partners to our existing base, and we look forward to providing all of our customers and partners with the highest-touch merchant solutions service, deep distribution experience, and a fully scaled processing platform.”
The combined company is committed to a thoughtful integration process, ensuring uninterrupted service for partners and customers.
"I couldn't be more excited about what this combination makes possible,” said Kevin Jones, CEO of Celero Commerce. “Our shared commitment to innovation, execution, and service creates a strong foundation for our customers and partners, and I'm confident the best is yet to come."
Deluxe will provide updated information regarding its full-year 2026 guidance reflecting the closing of the Celero acquisition when it reports its second quarter 2026 financial results on Wednesday, August 5, 2026, and intends to hold an investor day conference in December of this year to expand on the integrated business and broader future of Deluxe.
BofA Securities served as financial advisor, Troutman Pepper Locke LLP served as counsel to Deluxe, and Bennett Jones LLP served as Canadian counsel to Deluxe.
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About Deluxe Corporation
Deluxe, a trusted payments and data company, champions business so communities thrive. Our solutions help businesses pay, get paid, and grow. For more than 100 years, Deluxe customers have relied on our solutions and platforms at all stages of their lifecycle, from start-up to maturity. Our powerful scale supports millions of small businesses, thousands of vital financial institutions and hundreds of the world’s largest consumer brands, while processing more than $2 trillion in annual payment volume. Our reach, scale and distribution channels position Deluxe to be our customers’ most trusted business partner. To learn how we can help your business, visit us at www.deluxe.com.
Forward-Looking Statements
Statements made in this press release concerning Deluxe, Deluxe’s or management’s intentions, expectations, outlook 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 intentions 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. Factors that could produce such a variation include, but are not limited to, the following: the inability to integrate and/or realize the benefits of the Celero transaction, including expected synergies; that the announcement of the Celero acquisition could disrupt Deluxe’s relationships with customers, employees or other business partners; changes in local, regional, national and international economic or political conditions, including those resulting from heightened inflation, rising interest rates, a recession, or intensified international hostilities, and the impact they may have on the company, its data, customers or demand for the company’s products and services; the effect of proposed and enacted legislative and regulatory actions affecting the company or the financial services industry as a whole; continuing cost increases and/or declines in the availability of data, materials and other services; the company’s ability to execute its strategy and to realize the intended benefits; the inherent unreliability of earnings, revenue and cash flow predictions due to numerous factors, many of which are beyond the company’s control; declining demand for the company’s checks, check-related products and services and business forms; risks that the company’s strategies intended to drive sustained revenue and earnings growth, despite the continuing decline in checks and forms, are delayed or unsuccessful; intense competition; continued consolidation of financial institutions and/or bank failures, thereby reducing the number of potential customers and referral sources and increasing downward pressure on the company’s revenue and gross profit; risks related to other acquisitions, including integration-related risks and risks that future acquisitions will not be consummated; risks that any such acquisitions do not produce the anticipated results or synergies; risks that the company’s cost reduction initiatives will be delayed or unsuccessful; risks related to any divestitures contemplated or undertaken by the company; performance shortfalls by one or more of the company’s major suppliers, licensors, data or service providers; continuing supply chain and labor supply issues; unanticipated delays, costs and expenses in the development and marketing of products and services, including financial technology and treasury management solutions; the failure of such products and services to deliver the expected revenues and other financial targets; risks related to security breaches, computer malware or other cyber-attacks; risks of interruptions to the company’s website operations or information technology systems; and risks of unfavorable outcomes and the costs to defend litigation and other disputes. Deluxe’s forward-looking statements speak only as of the time made, and management assumes no obligation to publicly update any such statements. Additional information concerning these and other factors that could cause actual results and events to differ materially from Deluxe’s current expectations are contained in Deluxe’s Form 10-K for the year ended December 31, 2025, and other filings made with the SEC. Deluxe undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.
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