8-KEarnings & ResultsMaterial AgreementsFinancial Events+1

CORPAY, INC. 8-K Report, Material Agreement (Oct 30, 2014)

Filed October 30, 2014For Securities:CPAY

Summary

FleetCor Technologies, Inc. (CPAY) announced on October 30, 2014, the entry into a new $3.355 billion Credit Agreement as of October 24, 2014. This significant financing package is designed to refinance existing debt and fund the anticipated acquisition of Comdata Inc., expected to close in the fourth quarter of 2014. The credit facilities include revolving A and B credit facilities, a term loan A, and a term loan B, with provisions for additional commitments. The agreement features covenants, representations, warranties, and events of default, and the obligations are secured by substantially all of the Company's and its domestic subsidiaries' assets. The closing of this new credit facility is contingent upon the successful completion of the Comdata acquisition.

Key Highlights

  • 1FleetCor Technologies (CPAY) entered into a new $3.355 billion Credit Agreement on October 24, 2014.
  • 2The credit facility is intended to refinance the Company's existing 2011 Credit Facility and fund the acquisition of Comdata Inc.
  • 3The new facility comprises a $1.0 billion revolving A credit facility, a $35 million revolving B facility (AUD/NZD), a $2.02 billion term loan A, and a $300 million term loan B.
  • 4The agreement allows for up to $430 million in additional commitments for term loan increases.
  • 5Term loans have maturities of five years (Term Loan A) and seven years (Term Loan B) from the initial borrowing date, while revolving credit is due on the fifth anniversary.
  • 6The credit facility includes customary covenants, representations, warranties, and events of default, with restrictions on dividends and restricted payments.
  • 7The obligations are secured by substantially all assets of the Company and its domestic subsidiaries.
  • 8The commitments under the Credit Agreement will terminate if the initial borrowing does not occur by May 11, 2015, or if the Comdata acquisition agreement is terminated.

Frequently Asked Questions

The primary purpose of the new Credit Agreement is to refinance FleetCor's existing indebtedness under its 2011 Credit Facility and to finance the anticipated acquisition of Comdata Inc.

The Senior Credit Facilities consist of a revolving A credit facility ($1.0 billion), a revolving B facility for Australian and New Zealand Dollars ($35 million), a term loan A ($2.02 billion), and a term loan B ($300 million).

The Term Loan A is due five years after the initial borrowing date, and the Term Loan B is due seven years after the initial borrowing date. Borrowings on the revolving credit lines are repayable on the fifth anniversary of the initial borrowing date.

The Company anticipates making initial borrowings under this Credit Agreement upon closing the acquisition of Comdata Inc. The commitments will terminate if the initial borrowing does not occur by May 11, 2015, or if the Comdata acquisition agreement is terminated.