8-K/AAcquisitions & DispositionsExhibits & Filings

CORPAY, INC. 8-K/A Report, Acquisition Completed (Jan 30, 2015)

Filed January 30, 2015For Securities:CPAY

Summary

This Form 8-K/A filing by FleetCor Technologies, Inc. (now Corpay, Inc.) serves as an amendment to a previous report and provides essential audited historical financial statements for Comdata Inc., following FleetCor's acquisition of Comdata. The transaction, which closed on November 17, 2014, had a final purchase price of $3.4 billion, inclusive of cash acquired and debt repayment, with a significant portion paid in cash and the remainder in FleetCor common stock. For investors, the key takeaway is the formal inclusion of Comdata's financial performance data, allowing for a more comprehensive understanding of the acquired entity's historical financial health. The filing also includes unaudited pro forma combined financial statements, offering a glimpse into the potential combined financial picture of FleetCor post-acquisition. This amendment is crucial for assessing the strategic and financial impact of this significant acquisition on FleetCor's overall business.

Key Highlights

  • 1FleetCor Technologies, Inc. (now Corpay, Inc.) filed an 8-K/A to provide audited historical financial statements for Comdata Inc., acquired on November 17, 2014.
  • 2The final purchase price for Comdata Inc. was $3.4 billion.
  • 3The acquisition's consideration included approximately $2.3 billion in cash and 7.6 million shares of FleetCor's Common Stock.
  • 4Audited financial statements for Comdata Inc. as of December 31, 2013 and 2012, and for the years ended December 31, 2013, 2012, and 2011 are included as Exhibit 99.1.
  • 5Unaudited financial statements for Comdata Inc. for the nine months ended September 30, 2014 and 2013 are provided as Exhibit 99.2.
  • 6Unaudited pro forma condensed combined financial information for FleetCor as of September 30, 2014, and for the year ended December 31, 2013, and nine months ended September 30, 2014, are included as Exhibit 99.3.
  • 7The filing includes the consent of KPMG LLP, Comdata's independent auditor.

Frequently Asked Questions

This Form 8-K/A is an amendment to a previous filing and is primarily intended to provide the audited historical financial statements of Comdata Inc., which was acquired by FleetCor Technologies, Inc. It also includes unaudited pro forma financial information reflecting the combined entity.

The final purchase price for Comdata Inc. was $3.4 billion. This amount includes cash paid, cash acquired, and funds used to repay Comdata's debt at closing.

The acquisition was financed through a combination of approximately $2.3 billion in cash and 7.6 million shares of FleetCor's Common Stock.

The audited historical financial statements of Comdata Inc. for the years ended December 31, 2013, 2012, and 2011, as well as unaudited financial statements for the nine months ended September 30, 2014 and 2013, are filed as Exhibits 99.1 and 99.2 to this Form 8-K/A.