NORCROSS, Ga.--(BUSINESS WIRE)--Nov. 27, 2012--
FleetCor Technologies, Inc. (NYSE: FLT) today announced that selling
stockholders have agreed to sell 4.5 million shares of FleetCor common
stock in an underwritten offering. FleetCor will not sell any shares in
the offering and will not receive any proceeds from the offering.
Citigroup will act as sole underwriter for the offering.
In addition, FleetCor announced that it has entered into a share
repurchase agreement with certain of the selling stockholders pursuant
to which it intends to repurchase up to 4 million additional shares of
its common stock for up to $200 million from such selling stockholders
concurrently with the closing of the underwritten offering of 4.5
million shares. The share repurchase will be effected in a private
transaction at a price per share equal to the price paid by the
underwriter in the underwritten offering. FleetCor expects to
fund the purchases with borrowings under its credit facilities. The
closing of the share repurchase is contingent on the closing of the
offering. The closing of the offering is not contingent on the closing
of the share repurchase.
A shelf registration statement (including prospectus) relating to the
shares is effective with the Securities and Exchange Commission. Before
you invest, you should read the prospectus and other documents filed
with the Securities and Exchange Commission for more complete
information about FleetCor and this offering. You may get these
documents for free by visiting EDGAR on the Securities and Exchange
Commission Web site at www.sec.gov.
Alternatively, copies of the prospectus and prospectus supplement, when
available, may be obtained from Citigroup, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel:
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be any
sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other
jurisdiction. The offering of these securities will be made only by
means of the prospectus supplement and the accompanying prospectus.
This press release contains forward-looking statements within the
meaning of the federal securities laws. Statements that are not
historical facts, including statements about FleetCor’s beliefs,
expectations and future performance, are forward-looking statements.
Forward-looking statements can be identified by the use of words such as
“anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project”
or “expect,” “may,” “will,” “would,” “could” or “should,” the negative
of these terms or other comparable terminology. Examples of
forward-looking statements in this press release include statements
relating to the anticipated share repurchase. These forward-looking
statements are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those contained in any
forward-looking statement, such as the risks and uncertainties
identified under the caption “Risk Factors” in FleetCor’s Annual Report
on Form 10-K for the year ended December 31, 2011, filed with the
Securities and Exchange Commission on February 29, 2012. FleetCor
believes these forward-looking statements are reasonable; however,
forward-looking statements are not a guarantee of performance, and undue
reliance should not be placed on such statements. The forward-looking
statements included in this press release are made only as of the date
hereof, and FleetCor does not undertake, and specifically disclaims, any
obligation to update any such statements or to publicly announce the
results of any revisions to any of such statements to reflect future
events or developments.
FleetCor is a leading global provider of fuel cards and workforce
payment products to businesses. FleetCor’s payment programs enable
businesses to better control employee spending and provide
card-accepting merchants with a high volume customer base that can
increase their sales and customer loyalty. FleetCor serves commercial
accounts in North America, Latin America, and Europe. For more
information, please visit www.fleetcor.com.
Source: FleetCor Technologies, Inc.