8-KLeadership ChangesAcquisitions & DispositionsMaterial Agreements+4

CORPAY, INC. 8-K Report, Material Agreement (Nov 17, 2014)

Filed November 17, 2014For Securities:CPAY

Summary

FleetCor Technologies, Inc. (now Corpay, Inc.) announced the completion of its acquisition of Comdata Inc. on November 14, 2014. This significant transaction was funded through a combination of new debt financing and equity, and it involved the issuance of approximately 7.6 million shares of FleetCor's common stock to Comdata's former shareholders, alongside the repayment of roughly $2.5 billion in Comdata's outstanding debt. To support this acquisition, FleetCor also amended and restated its Receivables Purchase Agreement, increasing the purchase limit from $500 million to $1.2 billion and adding Comdata and its subsidiaries as parties. Additionally, the company entered into an Investor Rights Agreement with Ceridian LLC (the seller of Comdata), which includes provisions for board representation and share transfer restrictions. The completion of the acquisition also triggered the termination of FleetCor's prior Credit Agreement, with no early termination penalties incurred. The company also made an initial borrowing of over $2.1 billion under its new Credit Agreement, which was established to fund a portion of the acquisition. This report details the material definitive agreements entered into, the completion of the asset acquisition, the creation of new financial obligations, unregistered sales of equity, and changes to the Board of Directors.

Key Highlights

  • 1FleetCor Technologies, Inc. has successfully completed the acquisition of Comdata Inc. on November 14, 2014.
  • 2The acquisition was financed through a combination of debt and equity, with FleetCor issuing approximately 7.6 million shares of its common stock to Comdata's former shareholders.
  • 3FleetCor repaid approximately $2.5 billion of Comdata's outstanding indebtedness in cash as part of the transaction.
  • 4The company amended and restated its Receivables Purchase Agreement with PNC Bank, increasing the purchase limit from $500 million to $1.2 billion and adding Comdata and its subsidiaries.
  • 5An Investor Rights Agreement was entered into with Ceridian LLC (the seller), granting Ceridian board representation rights and imposing restrictions on the transfer of acquired shares for six months.
  • 6FleetCor's prior Credit Agreement was terminated upon the completion of the acquisition and financing, with no early termination penalties.
  • 7The company entered into a new Credit Agreement and made an initial borrowing of $2,133,750,000 to fund a portion of the acquisition.

Frequently Asked Questions

This Form 8-K filing announces the completion of FleetCor Technologies, Inc.'s acquisition of Comdata Inc. It also details the material definitive agreements entered into in connection with the acquisition, the financing arrangements, and related changes to the company's structure and board of directors.

The acquisition was financed through a combination of new debt and equity. FleetCor issued approximately 7.6 million shares of its common stock and repaid $2.5 billion of Comdata's outstanding debt. The cash portion of the financing was funded by borrowings under a new Credit Agreement and proceeds from an amended Receivables Purchase Agreement.

The Investor Rights Agreement grants Ceridian LLC the right to designate one individual to serve on FleetCor's Board of Directors for a term ending in 2017. It also requires FleetCor to nominate this individual for election as long as Ceridian (and its transferees) collectively hold more than 50% of the shares received in the acquisition. Additionally, it restricts Ceridian from transferring these shares for six months after the agreement date and provides certain registration rights.

The prior Credit Agreement, dated June 22, 2011, was terminated on November 14, 2014, concurrently with the completion of the acquisition and related financing. FleetCor did not incur any early termination penalties for this termination.