Mergers & Acquisitions

Deluxe completes Celero Commerce acquisition and amends credit agreement

Deluxe Corporation reported that it completed its acquisition of Celero Commerce on July 31, 2026, funding closing cash consideration with term-loan borrowings and a revolving-credit draw.

By Carter Hayes ·

Key takeaways

  • Deluxe completed its previously announced acquisition of Celero Commerce on July 31, 2026.
  • The transaction’s aggregate cash purchase price was approximately $625 million, plus certain seller transaction expenses and subject to other adjustments.
  • Deluxe funded the closing cash consideration through borrowings under its term loan facility and revolving credit facility.
  • The amended credit agreement includes a revolving credit facility and a term loan facility, both secured on a senior basis under the terms described in the filing.

Celero transaction completed

Deluxe Corporation completed its previously announced acquisition of Celero Commerce on July 31, 2026. Under the transaction structure, Deluxe acquired all issued and outstanding equity securities of BlockerCo from BlockerCo Seller, while Deluxe’s merger subsidiary merged into Celero. Celero survived the merger and became a wholly owned Deluxe subsidiary.

The aggregate cash purchase price for the transaction was approximately $625 million, in addition to certain seller transaction expenses and subject to other adjustments. Deluxe said the closing cash consideration was funded through a combination of borrowings under its term loan facility and revolving credit facility.

Credit agreement amended in connection with closing

On the closing date, Deluxe and certain subsidiary guarantors entered into a refinancing agreement that amended the company’s existing credit agreement. The agreement provides for a senior secured first-lien revolving credit facility and a senior secured first-lien term loan facility.

The revolving facility includes swingline and letter-of-credit sub-facilities. Deluxe may borrow, repay and reborrow under the revolving facility until July 31, 2031, when borrowed amounts are due to be repaid.

Deluxe said the revolving facility may be used for working capital needs, permitted acquisitions, capital expenditures and other general corporate purposes. The agreement also permits additional incremental credit facilities, subject to its restrictions and conditions.

Repayment, collateral and covenant terms

Borrowings may use either a base-rate option or a Term SOFR option, with applicable margins that change after delivery of financial statements for the first fiscal quarter following closing based on Deluxe’s consolidated total leverage ratio.

The term loan has scheduled quarterly repayments beginning December 31, 2026, with the remaining balance due at final maturity. The agreement also contains mandatory-prepayment provisions tied to specified asset sales, non-permitted debt incurrence and certain insured asset damage, subject to stated limitations. Deluxe may voluntarily prepay the term loan without a premium or penalty.

Deluxe and certain existing and future domestic subsidiaries guarantee the obligations on a senior secured basis. The facilities are secured by substantially all assets of Deluxe and the guarantors, subject to customary exceptions and limitations. The agreement includes affirmative, operational and restrictive covenants covering areas such as debt, liens, investments, mergers, dispositions, dividends and distributions.

Acquisition financial information to follow

Deluxe said it will file any required Celero financial statements and pro forma financial information through an amendment to the current report no later than 71 calendar days after the date the report was required to be filed.