8-K 1 a51986070.htm WEX INC. 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)
May 17, 2019
 


WEX INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
 
001-32426
 
01-0526993
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
         

1 Hancock Street, Portland, ME
04101
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code
(207) 773-8171
 

 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
WEX
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐


Item 1.01.
Entry into a Material Definitive Agreement.

On May 17, 2019, WEX Inc. (the “Company”) entered into the Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement, dated as of July 1, 2016, among the Company, the subsidiaries of the Company identified therein, Bank of America, N.A., as administrative agent, and the lenders party thereto, as amended by the First Amendment to Credit Agreement dated July 3, 2017, the Second Amendment to Credit Agreement dated October 30, 2017, the Third Amendment to Credit Agreement dated January 17, 2018, the Fourth Amendment to Credit Agreement dated August 24, 2018, the Fifth Amendment to the Credit Agreement dated January 18, 2019 and the Consent and Amendment dated February 27, 2019 (the “Original Credit Agreement”). The Sixth Amendment extends the maturity date of the tranche B term loans by three (3) years to May 2026, increases the principal amount of the tranche B term loans by $150 million and resets the amortization of the tranche B term loans to require quarterly principal payments equal to 0.25% of the principal amount of tranche B term loans at the closing of the Sixth Amendment.  Additionally, the Sixth Amendment makes certain other changes to the Original Credit Agreement, including (i) modifying the consolidated leverage ratio definition to allow for additional cash netting (for purposes other than financial covenants and setting the interest rate margin on revolving credit loans and term A loans), (ii) modifying the consolidated secured leverage ratio definition used to test the amount of incremental debt the Company may incur to allow for additional cash netting, (iii) providing the Company with additional flexibility under the limitations on investment and indebtedness, (iv) modifying the definition of indebtedness to exclude certain indebtedness subject to a redemption or similar notice, and (v) increasing the borrowing sublimit applicable to subsidiary borrowers.

In connection with the execution of the Sixth Amendment, the Company paid certain customary fees and expenses of Bank of America, N.A. in its capacity as administrative agent and BofA Securities, Inc. in its capacity as joint lead arranger and joint bookrunner in connection with the Sixth Amendment. Citizens Bank, N.A., MUFG Bank, Ltd., Wells Fargo Securities, LLC, SunTrust Robinson Humphrey, Inc., Santander Bank, N.A., BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Regions Capital Markets and JPMorgan Chase Bank, N.A. also acted as joint arrangers and joint bookrunners.

The foregoing summary of the Sixth Amendment is qualified in its entirety by the complete text of the Sixth Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference as if fully set forth herein.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the Sixth Amendment, the Company borrowed $150,000,000 of tranche B-3 term loans on May 17, 2019, the proceeds of which will be used for general corporate purposes, including pay down of revolver balances.

The discussion of the Sixth Amendment set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.    
See Exhibit Index attached hereto.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K, including the information on Exhibit 10.1, contains “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “would,” “intend,” “estimate,” “guidance” and other similar expressions, whether in the negative or affirmative, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates and management’s beliefs and assumptions. The Company cannot guarantee that it actually will achieve the financial results, plans, intentions, expectations or guidance disclosed in the forward-looking statements made. Such forward-looking statements involve a number of risks and uncertainties any one or more of which could cause actual results to differ materially from those described in such forward-looking statements. Such risks and uncertainties include or relate to, among other things: the effects of general economic conditions on fueling patterns as well as payment and transaction processing activity; the impact of foreign currency exchange rates on the Company’s operations, revenue and income; changes in interest rates; the impact of fluctuations in fuel prices; the effects of the Company’s business expansion and acquisition efforts; potential adverse changes to business or employee relationships, including those resulting from the completion of an acquisition; competitive responses to any acquisitions; uncertainty of the expected financial performance of the combined operations following completion of an acquisition; the failure to successfully integrate the Company's acquisitions; the ability to realize anticipated synergies and cost savings; unexpected costs, charges or expenses resulting from an acquisition; the Company's ability to successfully acquire, integrate, operate and expand commercial fuel card programs; the failure of corporate investments to result in anticipated strategic value; the impact and size of credit losses; the impact of changes to the Company's credit standards; breaches of the Company’s technology systems or those of the Company's third-party service providers and any resulting negative impact on the Company's reputation, liabilities or relationships with customers or merchants; the Company’s failure to maintain or renew key commercial agreements; failure to expand the Company’s technological capabilities and service offerings as rapidly as the Company’s competitors; failure to successfully implement the Company's information technology strategies and capabilities in connection with its technology outsourcing and insourcing arrangements and any resulting cost associated with that failure; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking or financial regulations impacting the Company’s industrial bank, the Company as the corporate parent or other subsidiaries or affiliates; the impact of the material weaknesses disclosed in Item 9A of the Company's annual report on Form 10-K for the year ended December 31, 2018 and the effects of the Company's investigation and remediation efforts in connection with certain immaterial errors in the financial statements of our Brazilian subsidiary; the impact of the Company’s outstanding notes on its operations; the impact of increased leverage on the Company's operations, results or borrowing capacity generally, and as a result of acquisitions specifically; the incurrence of impairment charges if our assessment of the fair value of certain of our reporting units changes; the uncertainties of litigation; as well as other risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2018, filed on Form 10-K with the Securities and Exchange Commission on March 18, 2019. The Company's forward-looking statements do not reflect the potential future impact of any alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of this Current Report on Form 8-K and undue reliance should not be placed on these statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

 

EXHIBIT INDEX
     
Exhibit No.
 
Exhibit Description
 
     





SIGNATURE

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.
 
Dated:  May 20, 2019

  WEX Inc.  
       
       

By:
/s/ Roberto Simon  
  Name:
Roberto Simon  
  Title:
Chief Financial Officer