Corpay, Inc.(CPAY) - 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 or provide an initial Revolving B Commitment as specified[6] - The Company must prepay any outstanding Revolving B Loans to align with the new commitments[7] - The Incremental Term Loan Maturity Date will be defined in the Amended Credit Agreement[9] - The Existing Credit Agreement is amended in its entirety to form the Amended Credit Agreement[10] - All necessary consents and approvals for the Amendment must be obtained[19] - The Company is required to pay all fees and charges to the Administrative Agent prior to the Effective Date[27] - Each Loan Party acknowledges and consents to all terms and conditions of the Amendment, affirming obligations under the Loan Documents[30] - The security interests and Liens granted to the Administrative Agent are in full force and effect, properly perfected, and enforceable[30] - No Default has occurred and is continuing or would result from the transactions contemplated by this Amendment[35] - Each New Lender represents that it has full power and authority to execute and deliver this Amendment and become a Lender under the Amended Credit Agreement[37] - 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 legality, validity, and enforceability of the remaining provisions of this Amendment shall not be affected if any provision is held to be illegal, invalid, 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 execution, delivery, and performance of this Amendment have been duly authorized by all necessary corporate action[31] - Each Lender party represents that the representations and warranties set forth in the Amended Credit Agreement are true and correct as of the Effective Date[41] Lender Commitments - Total Incremental Revolving B Commitments amount to $1,000,000,000, with applicable percentages distributed among various lenders[75] - JPMorgan Chase Bank, N.A. holds the largest 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 and The Toronto-Dominion Bank, New York Branch each have commitments of $100,000,000, representing 10% of the total[75] - The smallest commitments include Fifth Third Bank and Société Générale, each with $25,000,000, or 2.5% of the total[75] - The total commitments reflect a diverse group of lenders, enhancing financial stability and flexibility for the borrowing entity[75] - The amendment of Schedule 2.01 indicates adjustments in the commitments and applicable percentages, with the total now at $1,500,000,000[77] - Bank of America, N.A. has a revised commitment of $159,059,925.13, representing 10.60% of the total after the amendment[77] - The total percentage of commitments remains at 100% across all lenders, ensuring full utilization of the available credit[77] - The structured commitments provide a robust framework for future financing needs and operational growth[75] Financial Compliance and Reporting - The Company must 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 agreement[110] - The Company is required to provide regular financial statements and other information to the lenders[123] Financial Definitions and Metrics - The aggregate principal amount of Aggregate Revolving A Commitments is $1,275 million[110] - The aggregate principal amount of Aggregate Revolving B Commitments is $1,500 million[110] - The definition of "Alternative Currency Daily Rate" includes SONIA for Sterling and a designated rate for other currencies, with adjustments applicable if rates fall below zero[116] - "Alternative Currency Term Rate" is based on EURIBOR for Euros and TIBOR for Yen, with similar adjustments for other currencies, ensuring rates do not fall below zero[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 Commitments extends from the Third Amendment Effective Date to the Maturity Date or termination of commitments[137] - "Attributable Indebtedness" includes capitalized amounts for Capital Leases and Synthetic Leases, reflecting obligations as if structured as secured loans[134] - The "Audited Financial Statements" for the fiscal year ended December 31, 2016, include consolidated balance sheets and income statements prepared in accordance with GAAP[135] - The "Bail-In Legislation" refers to laws applicable in the EEA and the UK regarding the resolution of failing financial institutions[139] - "Alternative Currency Equivalent" is determined by exchange rates referenced from Bloomberg, ensuring accurate currency conversions[118] - The "Applicable Percentage" for lenders is based on their commitments and outstanding loans, subject to adjustments as specified in the agreement[124] - "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%, 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] - The term "Change in Law" includes any new laws or regulations affecting the agreement, including those from the Dodd-Frank Act and Basel III[154] - A "Change of Control" occurs if any person or group acquires 35% or more of the Parent's voting equity interests[155] Acquisitions and Financial Metrics - The Company has undergone the AFEX Acquisition, acquiring all issued and outstanding shares of Associated Foreign Exchange Holdings, Inc.[107] - The Comdata Acquisition involves the Parent acquiring all outstanding share capital of the Target as per the Merger Agreement[163] - Comdata Acquisition Costs include the purchase price, refinancing of existing debt, and related fees and expenses[164] - Consolidated Capital Expenditures for the Parent and its Subsidiaries are determined in accordance with GAAP and exclude certain expenditures[168] - Consolidated EBITDA for the most recent four fiscal quarters was calculated, including adjustments for non-recurring fees and projected cost savings[169] - Consolidated Net Income for the period was determined in accordance with GAAP, reflecting the overall profitability of the Parent and its Subsidiaries[173] - Consolidated Funded Indebtedness was assessed, excluding certain types of indebtedness, with a cap of $1.2 billion or 150% of Consolidated EBITDA[172] - Consolidated Interest Coverage Ratio was established, indicating the ability to cover interest expenses with EBITDA for the last four quarters[171] - Consolidated Leverage Ratio was calculated, providing insight into the debt levels relative to EBITDA for the most recent period[172] - Non-recurring or unusual fees, costs, and expenses were identified, with a limit on the amount added back to EBITDA not exceeding 10%[170] - Consolidated Working Capital was evaluated, excluding cash and cash equivalents, to assess liquidity[177] - The amount of "run rate" cost savings and synergies was projected, with specific criteria for identification and support[169] - Consolidated Tangible Assets were determined, excluding intangible assets, to provide a clearer picture of the company's asset base[176] - Consolidated Scheduled Funded Debt Payments were outlined, detailing the scheduled principal payments on funded indebtedness[175] Designated Borrowers and Jurisdictions - As of the Twelfth Amendment Effective Date, AllStar, FleetCor UK, and Lux 2 are the only Designated Borrowers[192] - "Designated Borrower Obligations" include all advances and debts of the Designated Borrowers, encompassing both direct and indirect liabilities[193] - The term "Designated Jurisdiction" includes regions subject to Sanctions, such as Crimea, Donetsk, Luhansk, Cuba, Iran, North Korea, and Syria[195] Miscellaneous Definitions - "Disposition" refers to the sale or transfer of property by any Loan Party or Subsidiary, excluding certain ordinary business transactions[196] - The term "Dollar" refers to lawful money of the United States[197] - "Dollar Equivalent" is defined as the equivalent amount in Dollars for any amount denominated in Alternative Currency[198] - A "Domestic Subsidiary" is any Subsidiary organized under U.S. laws or the District of Columbia[199] - The Domestic Swing Line Commitment is the amount set for each Domestic Swing Line Lender, subject to modification by agreement[200]