FleetCor Technologies enters $3.36 billion secured credit facilities

By Marisa Wong

Madison, Wis., Oct. 30 – FleetCor Technologies, Inc. entered into a new $3,355,000,000 credit agreement with Bank of America, NA as administrative agent, swingline lender and letter-of-credit issue on Oct. 24, according to an 8-K filing with the Securities and Exchange Commission.

The credit agreement provides for senior secured credit facilities consisting of a $1 billion revolving A credit facility, with sublimits for letters of credit, swingline loans and multicurrency borrowings, a $35 million revolving B facility for loans in Australian dollars or New Zealand dollars, a $2.02 billion term loan A facility and a $300 million term loan B facility.

The credit agreement provides for additional commitments totaling up to $430 million that may be borrowed as increases in the term loan A or the term loan B on the date of the initial borrowing.

The term notes are payable in quarterly installments, with the final principal payment of the term loan A due five years after the initial borrowing date and the final principal payment of the term loan B due seven years after the initial borrowing date.

Borrowings on the revolving line of credit are repayable after five years. Borrowings on the foreign swingline of credit are due no later than 10 business days after each loan is made.

Amounts outstanding under the credit agreement, other than the term loan B, will accrue interest at Libor plus a margin based on a leverage ratio ranging from 100 basis points to 200 bps. The margin for the term loan B will be fixed at 300 bps.

Interest on Eurocurrency rate loans denominated in New Zealand dollars will be based on the Bank Bill reference bid rate, and interest on Eurocurrency rate loans denominated in Australian dollars will be based on the Bank Bill Swap reference bid rate.

In addition, the company has agreed to pay a quarterly commitment fee ranging from 20 bps to 40 bps.

Loans are subject to mandatory prepayment requirements for dispositions, debt issuances and excess cash flow.

The company anticipates to make the initial borrowing under the credit agreement when it closes its planned acquisition of Comdata Inc. In the meantime, the company’s current facility will remain in place.

The commitments under the new credit agreement will terminate if the initial borrowing does not occur by May 11, 2015 or if the acquisition is terminated.

Proceeds from the new facility are intended to be used to refinance existing debt under the company’s 2011 credit facility with Bank of America, NA and to pay off existing debt of Comdata in connection with the acquisition.

The company will acquire Comdata from Ceridian LLC for $3.45 billion during the fourth quarter of this year.

FleetCor is a Norcross, Ga.-based provider of fuel cards and workforce payment products to businesses. Comdata is a Brentwood, Tenn.-based business-to-business provider of electronic payment solutions.

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