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FleetCor Technologies, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   July 11, 2012

FleetCor Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 001-35004 72-1074903
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
5445 Triangle Parkway, Suite 400, Norcross, Georgia   30092
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   (770) 449-0479

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Top of the Form

Item 7.01 Regulation FD Disclosure.

On July 11, 2012, FleetCor Technologies, Inc. ("FleetCor") announced that it successfully completed its previously announced acquisition of CTF Technologies, Inc. for $180 million. FleetCor also announced that it acquired a leading Russian fuel card company. Copies of the press releases announcing the acquisitions are furnished as Exhibits 99.1 and 99.2 attached to this Form 8-K and incorporated into this Item 7.01 by reference.

Ron Clarke, FleetCor’s chairman and chief executive officer and Eric Dey, FleetCor’s chief financial officer, will host a conference call July 11, 2012 at 4:30 PM ET to discuss FleetCor’s acquisitions. A live webcast of this conference call will be available at the Investor Relations section of FleetCor’s website (www.fleetcor.com). The live conference call also can be accessed by dialing (877) 941-1427 or for international callers (480) 629-9664. A replay of the webcast will be available on FleetCor’s website for approximately one year.
For your convenience, the conference call can be replayed in its entirety beginning from two hours after the end of the call through July 18, 2012. If you wish to listen to the replay of this conference call, please dial (877) 870-5176, or for international callers (858) 384-5517 and enter passcode 4548833.

SAFE HARBOR STATEMENT
Statements in this Current Report on Form 8-K, including those regarding the acquisitions, FleetCor’s future financial and operating results, benefits of the acquisitions, future opportunities for the combined companies, and any other statements about managements’ future expectations, beliefs, goals, plans or prospects, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including difficulties in integrating the companies or a failure to attain anticipated operating results, each of which could affect the accretiveness of the acquisitions, and the other factors described in FleetCor’s periodic reports filed with the Securities and Exchange Commission. FleetCor undertakes no obligation to update forward looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in future operating results, financial condition or business over time. Readers are further advised to review the "Risk Factors" set forth in FleetCor’s Annual Report on Form 10-K, which further detail and supplement the factors described in this paragraph.





Item 9.01 Financial Statements and Exhibits.

(d) See the Exhibit Index attached to this Current Report on Form 8−K, which is incorporated herein by reference.





Top of the Form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    FleetCor Technologies, Inc.
          
July 11, 2012   By:   /s/Sean Bowen
       
        Name: Sean Bowen
        Title: General Counsel

Top of the Form

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press release of FleetCor Technologies, Inc. dated July 11, 2012 regarding completed Brazil acquisition
99.2
  Press release of FleetCor Technologies, Inc. dated July 11, 2012 regarding completed Russia acquisition
EX-99.1

Exhibit 99.1

FleetCor Successfully Completes Acquisition of CTF Technologies

Atlanta, GA – July 11, 2012 – FleetCor Technologies, Inc. (NYSE: FLT), a global leader in providing fuel card and workforce payment products to businesses, today announced that it successfully completed its previously announced acquisition of CTF Technologies, Inc. (“CTF”) for $180 million.

CTF provides fuel payment processing services for over-the-road fleets, ships, mining equipment, and railroads in Brazil. CTF’s payment platform links together fleet operators, two of the largest Brazilian banks, Bradesco and Itau, and the two largest Brazilian oil companies, Petrobras and Ipiranga. CTF earns revenue primarily from a recurring transaction fee paid by the oil companies who purchase the CTF system for their fleet customers under multi-year customer contracts. More than 3 billion liters of fuel were processed through the CTF system in Brazil in 2011.

“We are pleased to announce the successful completion of our acquisition of CTF, which is consistent with our global acquisition strategy of identifying attractive assets with performance upside. We look forward to implementing our performance improvement strategies,” said Ron Clarke, chairman and chief executive officer, FleetCor Technologies, Inc.

About FleetCor
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 commercial 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.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Some of these statements include those regarding future financial and operating results, benefits of the transaction, future opportunities for the combined company, and any other statements about FleetCor or CTF management’s future expectations, beliefs, goals, plans or prospects. 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. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including difficulties in integrating CTF or a failure to attain anticipated operating results, each of which could affect the accretiveness of the acquisition, and the other factors described in FleetCor’s periodic reports filed with the Securities and Exchange Commission. FleetCor undertakes no obligation to update forward looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in future operating results, financial condition or business over time. Readers are further advised to review the “Risk Factors” set forth in FleetCor’s Annual Report on Form 10-K, which further detail and supplement the factors described in this paragraph.

Contact
Investor Relations,
(770) 729-2017
investor@fleetcor.com

EX-99.2

Exhibit 99.2

FleetCor Acquires Fuel Card Company in Russia

Atlanta, GA – July 11, 2012 – FleetCor Technologies, Inc. (NYSE: FLT), a leading independent global provider of fuel cards and specialized payment products to businesses, today announced that it has acquired a leading Russian fuel card company. Terms of the transaction were not disclosed.

The acquired company is the Russian leader in fuel card systems, and serves major oil clients, and hundreds of independent fuel card issuers. Its technology is “the standard” in Russia, and this compatibility allows issuers to share their retail network, thereby, expanding the reach of their networks. FleetCor estimates that over 30% of all commercial fuel purchased in Russia is processed using this acquired company’s system.

“We are delighted to announce this Russian acquisition. The Russia market has great potential, with two-thirds of all commercial fuel still purchased with cash and vouchers. This asset strengthens our already attractive existing position and further signals our commitment to developing markets,” said Ron Clarke, chairman and chief executive officer, FleetCor Technologies, Inc.

“We expect this transaction will be slightly accretive to our 2012 earnings,” said Eric Dey, chief financial officer, FleetCor Technologies, Inc.

Ron Clarke, FleetCor’s chairman and chief executive officer and Eric Dey, FleetCor’s chief financial officer, will host a conference call July 11, 2012 at 4:30 ET to discuss FleetCor’s acquisition. A live webcast of this conference call will be available at the Investor Relations section of FleetCor’s website (www.fleetcor.com). The live conference call also can be accessed by dialing (877) 941-1427 or for international callers (480) 629-9664. A replay of the webcast will be available on FleetCor’s website for approximately one year.

For your convenience, the conference call can be replayed in its entirety beginning from two hours after the end of the call through July 18, 2012. If you wish to listen to the replay of this conference call, please dial (877) 870-5176, or for international callers (858) 384-5517 and enter passcode 4548833.

About FleetCor
FleetCor is a leading global provider of fuel cards and workforce payment programs 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.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Some of these statements include those regarding the acquisition, FleetCor’s future financial and operating results, benefits of the transaction, future opportunities for the combined company, and any other statements about management’s future expectations, beliefs, goals, plans or prospects. 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. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including difficulties integrating the acquisition or a failure to attain anticipated operating results, which could affect the accretiveness of the acquisition, and the other factors described in FleetCor’s periodic reports filed with the Securities and Exchange Commission. FleetCor undertakes no obligation to update forward looking statements to reflect changed assumptions, the occurrence of unanticipated events, or changes in future operating results, financial condition or business over time. Readers are further advised to review the “Risk Factors” set forth in FleetCor’s Annual Report on Form 10-K, which further details and supplements the factors described in this paragraph.

Contact
Investor Relations, 770-729-2017
investor@fleetcor.com