v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt
NOTE 11: DEBT

Debt outstanding was comprised of the following:
(in millions)June 30,
2026		December 31,
2025
Senior unsecured notes$475.0 $475.0 
Senior secured notes450.0 450.0 
Senior secured term loan facility392.0 441.4 
Securitization obligations42.0 65.0 
Amounts drawn on senior secured revolving credit facility6.0 13.0 
Total principal amount1,365.0 1,444.4 
Less: unamortized discount and debt issuance costs(12.8)(15.0)
Total debt, net of discount and debt issuance costs1,352.2 1,429.4 
Less: current portion of long-term debt, net of debt issuance costs— (16.3)
Long-term debt$1,352.2 $1,413.1 
Maturities of long-term debt were as follows as of June 30, 2026:
(in millions)Debt obligations
2027$4.5 
202892.0 
20291,268.5 
Total principal amount$1,365.0 

Credit facility – As of June 30, 2026, we maintained a $900.0 million senior secured credit facility consisting of a $400.0 million revolving credit facility and a $500.0 million term loan facility. The revolving credit facility included a $40.0 million swingline sub-facility and a $25.0 million letter of credit sub-facility.

As of June 30, 2026, loans under the revolving credit facility could be borrowed, repaid, and re-borrowed until February 1, 2029, at which point all outstanding amounts were due to be repaid. As of June 30, 2026, the term loan facility was structured to be repaid in equal quarterly installments of $9.4 million through December 2027 and $12.5 million from March 2028 to December 2028, with the remaining balance due on February 1, 2029.

In connection with the acquisition of Celero on July 31, 2026 (Note 6), we amended our credit facility agreement, which now consists of an $800.0 million term loan facility and a $400.0 million revolving credit facility. We utilized the additional capacity under the term loan facility, as well as a draw on the revolving credit facility to fund the acquisition. The amended agreement extends the maturities of both the term loan and revolving credit facilities to July 31, 2031. Subsequent to the amendment, the term loan facility is structured to be repaid in equal quarterly installments of $15.0 million through September 2030 and $20.0 million from December 2030 through June 2031, with the remaining balance due on July 31, 2031. Any voluntary prepayments of principal under the term loan facility reduce required installment payments in direct order of maturity. The term loan facility includes mandatory prepayment requirements related to certain asset sales, certain casualty or other insured damage to assets, and new debt (excluding permitted debt), subject to certain limitations. No premium or penalty is incurred for any mandatory or voluntary prepayment of the term loan facility.

On July 31, 2026, we also entered into amortizing interest rate swap agreements to mitigate variability in interest payments on a portion of our variable-rate debt. The interest rate swaps, which terminate in July 2030, effectively convert, as of the inception date, $600.0 million of variable-rate debt to a fixed rate of 4.1%.

Borrowings under both the previous and amended credit facilities bear interest at fluctuating rates, as specified in the respective credit agreements, and a commitment fee is payable on the unused portion of the revolving credit facility. The weighted-average interest rate on borrowings under our previous credit facility was 5.77% as of June 30, 2026 and 5.87% as of December 31, 2025.

Borrowings under the credit facility agreement are secured by substantially all of the present and future tangible and intangible personal property held by us and our subsidiaries that have guaranteed our obligations under the credit facility, subject to certain exceptions. The credit agreement includes customary covenants that limit levels of indebtedness, liens, mergers, certain asset dispositions, changes in business, advances, investments, loans, and restricted payments. These covenants are subject to various limitations and exceptions outlined in the credit agreement.

As of June 30, 2026, our previous credit agreement also required us to comply with the following financial maintenance covenants:

•Consolidated total leverage ratio – Must remain below 4.00 to 1.00, calculated as consolidated indebtedness less unrestricted cash and cash equivalents in excess of $15.0 million, divided by consolidated EBITDA for the period (each as defined in the agreement).

•Consolidated secured leverage ratio – Must remain below 3.25 to 1.00, calculated as consolidated secured indebtedness less unrestricted cash and cash equivalents in excess of $15.0 million, divided by consolidated EBITDA for the period (each as defined in the agreement).

•Interest coverage ratio – Must be at least 3.00 to 1.00, calculated as consolidated EBITDA for the trailing four quarters divided by consolidated interest expense for the same period (each as defined in the agreement).
The amended credit agreement retained the minimum interest coverage ratio requirement, but revised the maximum allowed values for the following ratios:

Fiscal Quarter EndingConsolidated total leverage ratioConsolidated secured leverage ratio
September 30, 2026 through June 30, 2027
4.75 to 1.00
3.50 to 1.00
September 30, 2027 through December 31, 2027
4.25 to 1.00
3.50 to 1.00
March 31, 2028 and each fiscal quarter thereafter
4.00 to 1.00
3.25 to 1.00

Under our previous credit facility agreement, if our consolidated total leverage ratio exceeded 2.75 to 1.00, the aggregate amount of permitted dividends, incentive-based share repurchases, and open market share repurchases was capped at $60.0 million annually, of which no more than $30.0 million could consist of open market repurchases in any fiscal year. Under the amended credit agreement, we may pay dividends and repurchase shares in an aggregate amount of up to $75.0 million annually. The amended agreement also permits additional restricted payments under certain circumstances, including when specified leverage ratio requirements are satisfied.

Both the previous and amended credit agreements include customary representations and warranties. As a condition for borrowing, all such representations and warranties must be true and correct in all material respects on the date of each borrowing. This includes representations affirming that there has been no material adverse change in our business, assets, operations, or financial condition.

Failure to comply with any of these requirements would constitute an event of default, which would enable the lenders to declare all amounts outstanding immediately due and payable. In such a scenario, the lenders would also have the right to enforce their interests against the collateral pledged if we were unable to settle the outstanding amounts. As of June 30, 2026, we were in compliance with all debt covenants.

As of June 30, 2026, amounts were available for borrowing under our previous revolving credit facility as follows:

(in millions)Total available
Revolving credit facility commitment$400.0 
Amount drawn on revolving credit facility(6.0)
Outstanding letters of credit(1)
(9.7)
Net available for borrowing as of June 30, 2026
$384.3 

(1) We use standby letters of credit primarily to collateralize certain obligations related to our self-insured workers' compensation claims, as well as claims for environmental matters, as required by certain states. These letters of credit reduce the amount available for borrowing under our revolving credit facility.

Senior unsecured and secured notes – In June 2021, we issued $500.0 million of 8.0% senior unsecured notes that mature in June 2029. These notes were issued via a private placement under Rule 144A of the Securities Act of 1933. Proceeds from the offering, net of discount and offering costs, were $490.7 million, resulting in an effective interest rate of 8.3%. The net proceeds were utilized to finance the acquisition of First American Payment Systems, L.P. Interest payments are due each June and December. During 2022, we repurchased $25.0 million of these notes on the open market.

In December 2024, we issued $450.0 million of 8.125% senior secured notes that mature in September 2029. However, if any of the senior unsecured notes issued in 2021 remain outstanding as of February 1, 2029, the 2024 senior secured notes will mature on February 1, 2029. These notes were also issued via a private placement under Rule 144A of the Securities Act of 1933. The proceeds from this offering, net of discount and offering costs, were $441.5 million, resulting in an effective interest rate of 8.6%. The net proceeds, along with borrowings under the credit facility in place at the time, were used to refinance our previous senior secured term loan facility and revolving credit facility. Interest payments for these notes are due each March and September.

The indentures governing these notes include covenants that restrict our ability, and that of our restricted subsidiaries, to undertake certain actions. These restrictions include limitations on incurring additional debt and liens, issuing redeemable and preferred stock, paying dividends and distributions, making loans and investments, and consolidating, merging, or selling all or substantially all of our assets.

Securitization facility – As of June 30, 2026, our wholly-owned subsidiary, Deluxe Receivables LLC, was party to a receivables financing agreement (the “Securitization Facility”) that matures in December 2028, unless extended in accordance
with its terms. The Securitization Facility provides for a maximum borrowing capacity of $100.0 million, subject to adjustments based on the underlying borrowing base. Pursuant to the terms of the agreement, we have sold, and will continue to sell on an ongoing basis, certain accounts receivable to Deluxe Receivables LLC. These receivables serve as collateral for borrowings under the facility and totaled approximately $128.0 million as of June 30, 2026.

Borrowings accrue interest at a commercial paper rate when funded by a conduit lender through the issuance of notes, and at the Secured Overnight Financing Rate plus an applicable margin for other borrowings. A commitment fee is charged on the unused portion of the facility, and both interest and fees are payable on a monthly basis. The interest rate on outstanding amounts under the facility was 5.10% as of June 30, 2026 and 5.45% as of December 31, 2025.

For accounting purposes, the Securitization Facility is classified as a secured financing transaction rather than a sale of receivables. As a result, Deluxe Receivables LLC is included in our consolidated financial statements, and the receivables pledged as collateral are presented as accounts receivable on the consolidated balance sheets. The related borrowings are reported as long-term debt. Cash collections from the receivables are included in net cash provided by operating activities on the consolidated statements of cash flows, while borrowings and repayments associated with the Securitization Facility are included in net cash used by financing activities.