8-KMaterial AgreementsSecurities & ListingRegulation FD+1

CORPAY, INC. 8-K Report, Material Agreement (Aug 12, 2014)

Filed August 12, 2014For Securities:CPAY

Summary

On August 12, 2014, FleetCor Technologies, Inc. (now Corpay, Inc.) announced a significant acquisition through its wholly-owned subsidiary, FCHC Project, Inc., to merge with Comdata Inc. The transaction involves FleetCor issuing approximately 7.3 million shares of its common stock to Ceridian LLC, the seller, valued at an estimated per share price of $131.70. A portion of these shares, around 2.3 million, will be held in escrow to cover potential working capital adjustments and indemnity obligations. Crucially, FleetCor has committed to repaying Comdata's outstanding debt, estimated at $2.4 billion, at the closing of the acquisition. To finance this substantial payment, FleetCor has secured committed financing of up to $3.785 billion through senior secured credit facilities arranged by Bank of America, N.A. This strategic move indicates a substantial expansion for FleetCor, aiming to integrate Comdata's operations while managing significant financial commitments and regulatory approvals.

Key Highlights

  • 1FleetCor Technologies, Inc. enters into an Agreement and Plan of Merger to acquire Comdata Inc.
  • 2The acquisition will be structured as a merger of FleetCor's subsidiary, FCHC Project, Inc., with Comdata, making Comdata a wholly-owned subsidiary of FleetCor.
  • 3FleetCor expects to issue approximately 7.3 million shares of its common stock to the seller, Ceridian LLC, based on a per-share value of $131.70.
  • 4Approximately 2.3 million shares will be held in escrow for post-closing adjustments and indemnity obligations.
  • 5FleetCor will repay Comdata's outstanding indebtedness, estimated at $2.4 billion, at closing.
  • 6Committed financing of up to $3.785 billion has been secured from Bank of America, N.A. to fund the acquisition.
  • 7The transaction is subject to customary closing conditions, including antitrust approvals (HSR Act), but is not contingent on financing.

Frequently Asked Questions

This Form 8-K filing announces a material definitive agreement for FleetCor Technologies, Inc. to acquire Comdata Inc. It also details the financing arrangements and other related agreements entered into in connection with the acquisition.

FleetCor has secured committed financing of up to $3.785 billion through senior secured credit facilities provided by Bank of America, N.A. This financing is intended to cover the repayment of Comdata's outstanding indebtedness, which is expected to be around $2.4 billion, and other associated costs of the acquisition.

FleetCor expects to issue approximately 7.3 million shares of its common stock to the seller, Ceridian LLC, as part of the acquisition consideration. Additionally, around 2.3 million of these shares will be placed in an escrow account to address potential post-closing working capital adjustments and indemnity claims.

Yes, as a condition to closing, an Investor Rights Agreement (IRA) will be executed. Under the IRA, FleetCor will agree to appoint one individual designated by the seller to its Board of Directors. This director will serve until the company's 2017 annual stockholders meeting, and the company will nominate this individual for re-election as long as the seller holds a significant portion of the acquired shares.