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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): June 19, 2024
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Corpay, Inc.
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(Exact name of registrant as specified in its charter)
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| Delaware | | 001-35004 | | 72-1074903 |
(State or other jurisdiction of
incorporation or organization) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | | | |
| 3280 Peachtree Road, Suite 2400 | | Atlanta | | 30305 |
| (Address of principal executive offices) | | GA | | (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)) |
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| ☐ | 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
Symbols(s) | Name of each exchange on which registered |
| Common Stock | CPAY | 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 7.01 Regulation FD Disclosure.
On June 19, 2024, Corpay, Inc. (the "Company") issued a press release announcing that it has signed a definitive agreement to acquire GPS Capital Markets, LLC for approximately $725 million. The transaction is expected to close in early 2025, subject to regulatory approval and standard closing conditions. A copy of the press release is attached as Exhibit 99.1, which is incorporated by reference in its entirety. The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by Corpay, Inc. under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.
The Company will host a conference call June 20, 2024 at 4:30 p.m. ET to discuss the acquisition of GPS. The Company has made available on its website in the investor relations section a presentation intended to be used during the conference call. The call will be webcast live from the Company’s investor relations website at http://investor.corpay.com. The conference call can also be accessed live over the phone by dialing (877) 423-9813 or (201) 689-8573; the conference ID is 13747282. A replay will be accessible following the presentation by dialing (844) 512-2921 or (412) 317-6671 for international callers; the replay access ID is 13747282. The replay will be available through June 27, 2024.
Item 9.01 Financial Statements and Exhibits.
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| (d) | Exhibits |
| |
| Corpay, Inc. press release dated June 19, 2024 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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| | | | Corpay, Inc. |
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| June 20, 2024 | | | | By: /s/ Tom Panther |
| | | | | | Tom Panther |
| | | | | | Chief Financial Officer |
Exhibit Index
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| Exhibit No. | | Description |
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| | Press release dated June 19, 2024. |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |