8-KMaterial AgreementsFinancial EventsRegulation FD+1

CORPAY, INC. 8-K Report, Material Agreement (Jul 23, 2025)

Filed July 23, 2025For Securities:CPAY

Summary

Corpay, Inc. (CPAY) has announced a firm intention to acquire Alpha Group International plc for a cash consideration of £42.50 per share, valuing Alpha at an enterprise value of approximately £1.6 billion. This strategic acquisition is intended to be implemented through a court-sanctioned scheme of arrangement under UK law. The deal is a significant move for Corpay, expanding its reach and operations through this all-cash transaction. Key conditions for the acquisition's completion include approval from Alpha shareholders at a court meeting, sanction by the UK court, and other customary regulatory approvals. Corpay has secured committed debt financing for the acquisition through a £1.875 billion bridge facility. The company anticipates the transaction to be completed during the fourth quarter of 2025, subject to meeting these conditions and a Long Stop Date of May 23, 2026.

Key Highlights

  • 1Corpay announces a firm intention to acquire Alpha Group International plc for £1.6 billion.
  • 2The acquisition will be executed via a cash offer of £42.50 per Alpha share, implemented through a UK court-sanctioned scheme of arrangement.
  • 3Corpay has secured a £1.875 billion bridge loan facility to finance the cash consideration and related expenses.
  • 4Completion is contingent on Alpha shareholder approval (75% in value and majority in number), court sanction, and regulatory approvals.
  • 5The expected completion timeframe for the acquisition is the fourth quarter of 2025.
  • 6Alpha's board members and a significant shareholder (representing approximately 13.83%) have provided irrevocable undertakings to vote in favor of the scheme.
  • 7The transaction has a target Long Stop Date of May 23, 2026, with provisions for extension.

Frequently Asked Questions

Corpay is acquiring Alpha Group International plc through a cash offer. The total enterprise value of the acquisition is approximately £1.6 billion, with Alpha shareholders set to receive £42.50 in cash for each Alpha share they hold.

Corpay has secured debt financing for the acquisition through a £1.875 billion bridge term loan credit agreement. This facility is committed by lenders including BOFA Securities, Inc., Barclays Bank PLC, and JPMorgan Chase Bank, N.A.

The completion of the acquisition is subject to several conditions, including the approval of the scheme by Alpha shareholders (requiring a majority in number representing at least 75% in value of shares voted), the sanction of the scheme by the UK court, and the satisfaction of other customary regulatory approvals.

Corpay expects the acquisition to be completed during the fourth quarter of 2025, provided all conditions are met or waived. The agreement includes a Long Stop Date of May 23, 2026, by which the transaction must be completed.