8-KMaterial AgreementsRegulation FDExhibits & Filings

CORPAY, INC. 8-K Report, Material Agreement (May 1, 2012)

Filed May 1, 2012For Securities:CPAY

Summary

FleetCor Technologies, Inc. (now Corpay, Inc.) announced a significant definitive agreement to acquire CTF Technologies, Inc. for an aggregate purchase price of $180 million. The acquisition, which is structured as a plan of arrangement in British Columbia, Canada, targets CTF's operating company and assets located in Sao Paulo, Brazil. This strategic move is intended to expand FleetCor's operational footprint, particularly in the South American market, by acquiring a business with established machinery and equipment. The company plans to finance the transaction using existing cash reserves and borrowings under its credit facilities. A portion of the purchase price, $27 million, will be held back to cover indemnification obligations. The closing of the acquisition is contingent upon customary conditions, including court, shareholder, and regulatory approvals, with CTF shareholders expected to vote in late June 2012. Approximately 68% of CTF's shares are already committed to supporting the transaction through voting agreements with FleetCor's management and certain shareholders. FleetCor's management will host a conference call on May 2, 2012, to discuss the acquisition further.

Key Highlights

  • 1FleetCor Technologies, Inc. (CPAY) is acquiring CTF Technologies, Inc. for $180 million.
  • 2The acquisition targets CTF's operating company and assets in Sao Paulo, Brazil.
  • 3The purchase price includes a $27 million holdback for indemnities.
  • 4FleetCor plans to fund the acquisition with existing cash and credit facilities.
  • 5Closing is subject to customary conditions, including court, shareholder, and regulatory approvals.
  • 6CTF shareholders representing approximately 68% of shares have entered into voting agreements supporting the acquisition.
  • 7FleetCor management will host a conference call on May 2, 2012, to discuss the acquisition.

Frequently Asked Questions

This Form 8-K filing serves to announce a material definitive agreement entered into by FleetCor Technologies, Inc. (CPAY) for the acquisition of CTF Technologies, Inc. It also includes a press release detailing the acquisition and information about a conference call to discuss the transaction.

FleetCor Technologies anticipates using a combination of its existing cash on hand and borrowings under its established credit facilities to fund the aggregate purchase price of $180 million for CTF Technologies, Inc.

The completion of the acquisition is subject to several customary closing conditions. These include obtaining necessary approvals from the court, CTF shareholders, and regulatory bodies. Additionally, there must be no material adverse changes to CTF or its business before closing.

FleetCor expects the acquisition to close within approximately 60 days from the date of the agreement (April 27, 2012). CTF shareholders are expected to vote on the acquisition at a meeting anticipated in late June 2012.