0001157523-13-005574.txt : 20131120 0001157523-13-005574.hdr.sgml : 20131120 20131120160646 ACCESSION NUMBER: 0001157523-13-005574 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20131115 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131120 DATE AS OF CHANGE: 20131120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEX Inc. CENTRAL INDEX KEY: 0001309108 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 010526993 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32426 FILM NUMBER: 131233014 BUSINESS ADDRESS: STREET 1: 97 DARLING AVENUE CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 BUSINESS PHONE: (207) 773-8171 MAIL ADDRESS: STREET 1: 97 DARLING AVENUE CITY: SOUTH PORTLAND STATE: ME ZIP: 04106 FORMER COMPANY: FORMER CONFORMED NAME: Wright Express CORP DATE OF NAME CHANGE: 20041118 8-K 1 a50755275.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)  

November 20, 2013 (November 15, 2013)

GRAPHIC

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.)

97 Darling Avenue, South Portland, ME

 

04106

Address of principal executive offices Zip Code
 
Registrant's telephone number, including area code (207) 773-8171

 

(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))



Item 1.01 Entry into a Material Definitive Agreement.

On November 15, 2013, WEX Inc. (the "Company") purchased put option contracts and sold call option contracts, designed to be a costless collar, on the wholesale price of gasoline with Merrill Lynch Commodities, Inc. and the retail price of diesel fuel with The Huntington National Bank (collectively, the "Contracts"). The Contracts have an aggregate notional amount of 11,190,491 gallons of gasoline and diesel fuel and will expire on a monthly basis during the last quarter of 2014 and the first and second quarters of 2015.  The settlement of the Contracts is based upon the New York Mercantile Exchange’s New York Harbor Reformulated Gasoline Blendstock for Oxygen Blending and the U.S. Department of Energy's weekly retail on-highway diesel fuel price for the month.  The Contracts lock in a weighted average retail floor price of approximately $3.34 per gallon and a weighted average retail ceiling price of approximately $3.40 per gallon.

On November 20, 2013, the Company issued a news release announcing these transactions.

Item 8.01 Other Events.

On November 20, 2013, the Company issued a news release entitled "WEX Extends Its Existing Fuel-Price Risk Management Program." A copy of the news release is furnished as exhibit 99.1 and is incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
   
99.1* News release of WEX Inc. dated November 20, 2013
 
* Indicates that exhibit is filed with this report.

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.

WEX INC.

 

 
Date: November 20, 2013 By:

/s/ Steven A. Elder

Steven A. Elder

Senior Vice President and Chief Financial

Officer (principal financial and accounting

officer)

 


WEX INC.
CURRENT REPORT ON FORM 8-K
Report Dated November 15, 2013


EXHIBIT INDEX

Exhibit No.   Description
 

99.1

News release of WEX Inc. dated November 20, 2013

 

*

Indicates that exhibit is filed with this report.

EX-99.1 2 a50755275ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

WEX Extends Its Existing Fuel-Price Risk Management Program

SOUTH PORTLAND, Maine--(BUSINESS WIRE)--November 20, 2013--WEX Inc. (NYSE: WEX), a leading provider of corporate payment solutions, announced today that it has extended its existing fuel-price risk management program through the second quarter of 2015.

On November 15, 2013, the Company purchased instruments to cover a portion of its anticipated domestic fuel-price-related earnings exposure for the fourth quarter of 2014 and the first and second quarters of 2015. At this time, WEX has hedged approximately: 60% of its fourth-quarter 2014 exposure, 40% of its first-quarter 2015 exposure and 20% of its second-quarter 2015 exposure. Going forward, the Company intends to hedge approximately 60% of its domestic fuel-price-related earnings exposure in every quarter on a rolling basis.

The instruments are designed to enhance the visibility and predictability of the Company's future earnings. The program uses instruments that create a "costless collar" based upon both the U.S. Department of Energy's weekly diesel fuel price index and NYMEX unleaded gasoline contracts. The November purchase locked in a fuel price range of approximately $3.34 to $3.40 per gallon. The following table states the approximate range of the collar and percentage of fuel-price-related earnings exposure:

          Q4     Q1     Q2     Q3     Q4     Q1     Q2
2013 2014 2014 2014 2014 2015 2015
 
Average low end of range $3.36 $3.38 $3.36 $3.37 $3.34 $3.32 $3.34
Average top end of range $3.42 $3.44 $3.42 $3.43 $3.40 $3.38 $3.40
Approximate % locked in 60%* 60%** 60%** 60%** 60%** 40%** 20%**

*At the time of execution, 2013 hedges were established without consideration of Fleet One volumes (WEX acquired Fleet One in October 2012).

**2014 and 2015 hedges have been established with consideration of Fleet One volumes.

About WEX Inc.

WEX Inc. (NYSE: WEX) is a leading provider of corporate payment solutions. From its roots in fleet card payments beginning in 1983, WEX has expanded the scope of its business into a multi-channel provider of corporate payment solutions representing more than 7.6 million cardholders and offering exceptional payment security and control across a wide spectrum of business sectors. The Company’s operations include WEX Bank, Fleet One, Pacific Pride, rapid! PayCard, Wright Express Australia, Wright Express New Zealand and CorporatePay Limited, England, as well as a majority equity position in UNIK S.A., Brazil. WEX and its subsidiaries employ more than 1,400 associates. For more information about WEX, please visit http://www.wexinc.com.


This news release contains forward-looking statements, including statements regarding WEX's belief that it has purchased instruments to cover varying percentages of its anticipated fuel-price-related earnings exposure through the second quarter of 2015; intention to hedge approximately 60% of its domestic fuel-price-related earnings exposure in every quarter, on a rolling basis; and belief that the instruments will enhance the visibility and predictability of the Company's future earnings. When used in this press release, the words "may," "will," "could," "anticipate," "plan," "continue," "project," "intend," "estimate," "believe," "expect" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this news release: the effects of general economic conditions on fueling patterns and the commercial activity of fleets; the effects of the Company's international business expansion and integration efforts and any failure of those efforts; the impact and range of credit losses; breaches of the Company's technology systems and any resulting negative impact on our reputation liability, or loss of relationships with customers or merchants; the Company's failure to successfully integrate the businesses it has acquired; fuel price volatility; the Company's failure to maintain or renew key agreements; failure to expand the Company's technological capabilities and service offerings as rapidly as the Company's competitors; the actions of regulatory bodies, including banking and securities regulators, or possible changes in banking regulations impacting the Company's industrial bank and the Company as the corporate parent; the impact of foreign currency exchange rates on the Company's operations, revenue and income; changes in interest rates; financial loss if the Company determines it necessary to unwind its derivative instrument position prior to the expiration of a contract; 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 the Company's Annual Report on Form 10-K filed with SEC on March 1, 2013 and any subsequent securities filings. Our forward-looking statements and these factors do not reflect the potential future impact of any merger, acquisition or disposition. The forward-looking statements speak only as of the date of the initial filing of this news release and undue reliance should not be placed on these statements. We disclaim any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

CONTACT:
WEX Inc.
News media contact:
Jessica Roy, 207-523-6763
Jessica.Roy@wexinc.com
or
Investor contact:
Michael E. Thomas, 207-523-6743
Michael.Thomas@wexinc.com

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