8-KAcquisitions & DispositionsMaterial AgreementsRegulation FD+1

CORPAY, INC. 8-K Report, Material Agreement (Dec 13, 2011)

Filed December 13, 2011For Securities:CPAY

Summary

FleetCor Technologies, Inc. (now Corpay, Inc.) announced on December 13, 2011, the immediate acquisition of Allstar Business Solutions Limited for approximately $304 million USD (£194 million). The acquisition was funded through existing cash and credit facilities, marking an all-cash transaction. This strategic move significantly expands FleetCor's presence in the UK market. The company has stated that the necessary financial statements and pro forma information for Allstar will be filed with the SEC within 71 days. Investors are advised to review the full Share Purchase Agreement and the accompanying press release for detailed terms and conditions, as the representations and warranties within the agreement are primarily for the benefit of the contracting parties and may not reflect the actual state of affairs.

Key Highlights

  • 1FleetCor Technologies, Inc. acquired Allstar Business Solutions Limited on December 13, 2011.
  • 2The acquisition price was £194 million (approximately $304 million USD) and was an all-cash transaction.
  • 3The purchase was funded using FleetCor's existing cash and credit facilities.
  • 4The acquisition is expected to enhance FleetCor's UK market presence.
  • 5The deal is subject to review by the U.K. Office of Fair Trading.
  • 6FleetCor will file historical and pro forma financial statements for Allstar with the SEC within 71 days.
  • 7A conference call was held on December 13, 2011, to discuss the acquisition.

Frequently Asked Questions

The primary purpose of this Form 8-K filing was to announce and disclose material information regarding FleetCor Technologies, Inc.'s entry into a definitive agreement for the acquisition of Allstar Business Solutions Limited, and the subsequent completion of that acquisition.

FleetCor financed the acquisition using a combination of its existing cash reserves and its available credit facilities.

Yes, the acquisition is currently under review by the U.K. Office of Fair Trading, and FleetCor has committed to complying with customary undertakings during this review process.

FleetCor intends to file the historical financial statements and pro forma financial information for Allstar Business Solutions Limited with the SEC within 71 days of the filing date of this Current Report on Form 8-K.