FleetCor(FLT) - 2025 Q3 - Quarterly Results

Credit Agreement Amendments - The Company has requested an increase in Aggregate Revolving B Commitments by $1,000,000,000[5] - The Term B-6 Loan is established with an aggregate principal amount of $900,000,000[8] - The Aggregate Revolving B Commitments will total $1,500,000,000 after the amendment[6] - Each Incremental Revolving B Lender will increase its existing Revolving B Commitment as specified in the amendment[6] - The Company must prepay any outstanding Revolving B Loans to align with the new commitments[7] - The amendment to the Existing Credit Agreement will be effective upon satisfaction of specified conditions precedent[12] - All necessary consents and approvals for the amendment and transactions must be obtained[19] - Each Loan Party acknowledges and consents to all terms and conditions of the Amendment, affirming obligations under the Loan Documents[30] - The Amendment may be executed using Electronic Signatures and shall have the same legal effect as a paper record[42] - This Amendment is a Loan Document, a Lender Joinder Agreement, and an Incremental Facility Amendment[43] - The execution, delivery, and effectiveness of this Amendment do not operate as a waiver of any right, power, or remedy of any Lender or the Administrative Agent[43] - The Amendment includes all necessary representations and warranties from each Lender as of the Effective Date[41] - Total Incremental Revolving B Commitments amount to $1,000,000,000, with applicable percentages distributed among lenders[75] Lender Commitments - JPMorgan Chase Bank, N.A. holds a commitment of $179,000,000, representing 17.9% of the total[75] - Barclays Bank PLC has a commitment of $125,000,000, accounting for 12.5% of the total[75] - PNC Bank, National Association's commitment is $100,000,000, which is 10% of the total[75] - The Toronto-Dominion Bank, New York Branch also has a commitment of $100,000,000, representing 10%[75] - Bank of America, N.A. has a commitment of $159,059,925.13, which is 10.60% of the total[77] - The total commitment from JPMorgan Chase Bank, N.A. under the Seventeenth Amendment is $197,157,622.85, or 13.14%[77] - The total commitment from Barclays Bank PLC under the Seventeenth Amendment is $173,231,185.70, accounting for 11.55%[77] - Société Générale's commitment under the Seventeenth Amendment is $25,000,000, representing 1.67%[77] Financial Compliance and Reporting - The Company is required to provide a Pro Forma Compliance Certificate demonstrating compliance with financial covenants[21] - The Company has committed to maintaining compliance with various financial covenants as outlined in the Credit Agreement[110] - The Company is required to provide financial statements and other information to the lenders as part of the affirmative covenants[123] - The Company must ensure that no material adverse events have occurred since December 31, 2024[19] Legal and Regulatory Provisions - The legality, validity, and enforceability of the remaining provisions of this Amendment shall not be affected if any provision is held to be illegal or unenforceable[44] - The rights and obligations of the parties under this Amendment shall be governed by the laws of the State of New York[46] - The Administrative Agent will require documentation to comply with regulatory authorities under anti-money laundering rules[23] - No Default has occurred and is continuing or would result from the transactions contemplated by this Amendment[35] Definitions and Financial Metrics - The definition of "Alternative Currency Daily Rate" includes rates based on SONIA for Sterling and other designated rates for different currencies, with adjustments applicable[116] - "Alternative Currency Term Rate" is defined for various currencies, including EURIBOR for Euros and TIBOR for Yen, with a minimum rate of zero applicable[122] - The "Applicable Rate" for Term B-5 and Term B-6 Loans is set at 1.75% per annum for Term SOFR Loans and 0.75% per annum for Base Rate Loans[126] - The "Availability Period" for Revolving A and B Commitments is defined from the Third Amendment Effective Date to specified maturity dates or termination events[137] - "Attributable Indebtedness" includes capitalized amounts for Capital Leases and Synthetic Leases, as well as obligations from Receivables Facilities[134] - The "Audited Financial Statements" refer to the consolidated balance sheet and related statements for the fiscal year ended December 31, 2016, prepared in accordance with GAAP[135] - The "Applicable Percentage" for Lenders is determined based on their respective commitments and outstanding loans, with adjustments as specified in the agreement[124] - "Bail-In Legislation" refers to laws applicable in the EEA and the UK regarding the resolution of failing financial institutions[139] - The "Alternative Currency Equivalent" is determined based on exchange rates referenced from Bloomberg or other services, with specific timing for calculations[118] - "Assignee Group" consists of two or more Eligible Assignees that are Affiliates or Approved Funds managed by the same investment advisor[131] - The Base Rate is defined as the highest of the Federal Funds Rate plus 0.50%, the Bank of America's prime rate, or Term SOFR plus 1.00%[141] - Base Rate Loans are only available to the Company or the Additional Borrower and are denominated in Dollars[143] Company Structure and Acquisitions - The Company has undergone an acquisition of Associated Foreign Exchange Holdings, Inc. (AFEX) as of September 14, 2020[107] - The Company is structured as a Louisiana limited liability company and operates under the name Corpay Technologies Operating Company, LLC[102] - The Credit Agreement was entered into on October 24, 2014, among Corpay Technologies Operating Company, LLC and its subsidiaries[102] - The Company has designated certain foreign subsidiaries as Designated Borrowers under the Credit Agreement[102] - The Administrative Agent for the Credit Agreement is Bank of America, N.A.[102] Financial Ratios and Metrics - Consolidated EBITDA for the most recent four fiscal quarters is calculated by adding Consolidated Net Income, Consolidated Net Interest Charges, and other specified expenses, minus certain tax credits and extraordinary gains[170] - Consolidated Funded Indebtedness is determined in accordance with GAAP and includes all debt obligations of the Parent and its Subsidiaries[171] - The Consolidated Interest Coverage Ratio is the ratio of Consolidated EBITDA to Consolidated Net Interest Charges for the most recent four fiscal quarters[171] - The Consolidated Leverage Ratio is calculated by taking the total Consolidated Funded Indebtedness minus Unrestricted Cash, divided by Consolidated EBITDA for the most recent four fiscal quarters[172] - Consolidated Net Income represents the net income of the Parent and its Subsidiaries for the period, as determined in accordance with GAAP[173] - Consolidated Net Interest Charges include all interest and related expenses for borrowed money, adjusted for certain income[174] - Consolidated Working Capital is calculated as current assets minus current liabilities, excluding cash and cash equivalents[177] - Non-recurring fees and costs added back to Consolidated EBITDA are capped at 10% of the total for the period[170]