Deluxe Corporation (NYSE:DLX) entered into a definitive agreement to acquire FAPS Holdings Inc. for $960 million from Ontario Teachers' Pension Plan Board, Stella Point Capital, LP on April 21, 2021. The purchase price is subject to customary adjustments for cash, debt, net working capital, transaction expenses and certain tax benefits. Deluxe expects to finance the acquisition with a combination of cash-on-hand and the proceeds of new debt financings, and in connection with the merger has obtained a $2.2 billion financing commitment from JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., Truist Bank, Fifth Third Bank, National Association and U.S. Bank National Association. Deluxe will finance the acquisition with a combination of secured and unsecured debt. As of May 17, 2021, Deluxe Corporation intends to offer, subject to market conditions and other factors, $500 million aggregate principal amount of senior unsecured notes due 202. Deluxe Corporation intends to use the net proceeds from the Offering to fund a portion of the purchase price of its pending acquisition of FAPS Holdings, Inc. Upon closing, FAPS will operate as a subsidiary of Deluxe.
Upon close of the transaction, the First American Payment Systems, L.P., subsidiary of FAPS, management team will join the Deluxe Payments team, led by Mike Reed, President of Deluxe Payments and Neil Randel, Chief Executive Officer of First American, will become Managing Director, Merchant Services. The FAPS Acquisition is subject to customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended and regulatory approvals. The transaction is not subject to any financing condition. The shareholders of FAPS have approved the transaction and no further shareholder approvals are required. The board of directors of both the companies have approved the transaction. The transaction is expected to close in the second quarter of 2021.
Cowen and Company, LLC is serving as Deluxes exclusive financial advisor, while Michael J. Aiello and Matthew J. Gilroy of Weil, Gotshal & Manges LLP and Steven Khadavi and Hazen H. Dempster of Troutman Pepper Hamilton Sanders LLP are serving as legal advisors to Deluxe. Christopher Ewan and David McDonald of Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal advisors to FAPS Holdings Inc. Simpson Thacher & Bartlett LLP acted as legal advisor to FAPS Holdings Inc. Jessica Tuchinsky, Arthur D. Robinson, Jonathan E. Cantor, David Azarkh, Keith A. Noreika, Michael R. Isby, Genevieve Dorment, Jennifer A. Neilsson, Adam J. Cohen, Jennie Getsin and Abram J. Ellis of Simpson Thacher represented JPMorgan Chase Bank, N.A., as lead arranger and administrative agent, in providing financing for the acquisition.