NORCROSS, Ga.--(BUSINESS WIRE)--Nov. 28, 2012--
FleetCor Technologies, Inc. (NYSE: FLT) today announced that the
previously announced underwritten offering of 4.5 million shares of
FleetCor common stock by selling stockholders has been commenced by the
underwriter to purchasers in one or more transactions on the New York
Stock Exchange, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at negotiated
prices. FleetCor will not sell any shares in the offering and will not
receive any proceeds from the offering.
Citigroup is acting as sole underwriter for the offering.
In addition, FleetCor 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. A
preliminary prospectus supplement relating to the offering has been
filed with the Securities and Exchange Commission. Before you invest,
you should read the prospectus, the preliminary prospectus supplement
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 may be
obtained from Citigroup, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146).
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.