Attached files
| file | filename |
|---|---|
| 8-K - 8-K - FLEETCOR TECHNOLOGIES INC | d773540d8k.htm |
| EX-99.1 - EX-99.1 - FLEETCOR TECHNOLOGIES INC | d773540dex991.htm |
 Acquisition of Comdata
Investor Presentation
August 12, 2014
Exhibit 99.2 |
 This presentation and accompanying remarks contain forward-looking statements
within the meaning of the federal securities laws. Some of these statements
include those regarding the transaction between FleetCor and Comdata,
FleetCor’s preliminary 2015 outlook, future financial and operating results,
additional financing, the expected closing of the transaction, benefits of
the transaction, future opportunities for the combined company, and any other statements about
FleetCor or Comdata management’s future expectations, beliefs, goals, plans or
prospects. Safe Harbor Provision
1
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 the outcome of any regulatory
review or proceedings that may be instituted in connection with the transaction; difficulties
in integrating Comdata or a failure to attain anticipated operating results or synergies, 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. |
 Transaction Overview
2
Signed definitive agreement to acquire Comdata for approximately
$3,450M
Valuation: ~12x EBITDA, prior to consideration of 1) NOL, 2) positive working
capital, and 3) synergies
Consideration: $2.4B in cash and approximately 7.3M shares (~$950M of equity)
THL will receive a FLT board seat
Expected close: December 2014
Great brands, terrific technology, incredible people & expertise, quality
customers New Fuel Card Markets:
Adds 2 new fuel card markets to FLT portfolio
Virtual Payments Entry:
Unique opportunity to access the attractive virtual payments market
Synergies:
Meaningful synergies from combined operations
Scale:
Increases size and diversity
Highly accretive transaction
Pro forma leverage of 3.3x at year-end
Retains significant liquidity and capacity for future acquisitions
Transaction
Description
Rationale
Financial |
 Comdata Overview
1969
Comdata
founded as a
payment services
and money
transfer company
2007
Ceridian acquired
by T.H. Lee &
Partners and
Fidelity National
Financial
1995
Comdata
acquired by
Ceridian
2013
Ceridian
completes spin-off
of Comdata from
its Human Capital
Management
business
2014
Comdata
acquired by
FleetCor
Enables $54B+ in payments volume in 48 countries
and 37 currencies
1B+ transactions annually
600M+ cards
20,000+ customers
History of Comdata
3
Business Overview
Key Stats
Headquarters:
Brentwood, TN
Founded:
1969
Employees:
~1,300
Lines of Business:
1.
Over the Road (“OTR”) Fuel Cards
The market leader in fleet trucking in North America, consists of
flagship fuel card and permitting/compliance services
2.
National Accounts Universal Fuel Cards
Serves large “local route fleets”
(i.e. Fortune 500 companies) with a
Universal MasterCard solution for fuel, purchasing, and travel &
entertainment
3.
Virtual Payments
Consists primarily of the fully-automated
-Payables program, a
virtual MasterCard payment program
4.
SVS –
Gift Cards
A global leader in pre-paid gift card processing and program
management that process over one billion transactions annually
e |
 OTR
National
Accounts
Virtual Payments
SVS –
Gift Cards
New Category
for FLT
Comdata serves 4 adjacent end markets which provide new and interesting growth
opportunities for FleetCor
4
Over-the-road
trucking companies
Fortune 500 fleets
Fortune 500 and mid-
sized corporations
Large retailers
Where Comdata Operates |
 Comdata Market Position
5
U.S. Visa & MasterCard Commercial
Card Issuers (2012)
Source: The Nilson Report, Issue 1022, July 2013 |
 Financial Performance
2010 to 2013 Revenue CAGR of 7%
Corporate Payments represents
approximately ½
the overall
company
Corporate Payments revenue grew
at 15% CAGR from 2010 to 2013
6
Comdata Financial Performance
Revenue Split
MasterCard
OTR
MasterCard
OTR
Corporate
Payments
39%
Corporate
Payments
48%
Fleet
52%
Fleet
61%
2013A
Revenue
-
$581M
2010A
Revenue
-
$470M |
 7
Strategic Rationale
Adds 2 complementary
markets to North American
Fleet business
–
OTR
–
National Accounts
Two New Fuel Card
Markets
Large and growing Virtual
Payments market
Virtual Payments
Entry
Significant increase in
revenue and absolute
earnings and diversity
Broader portfolio of
businesses
Scale |
 Balance Sheet and Leverage Implications
Commentary
8
Pro forma year-end debt of $3.1B,
including $2.4B of new term debt
…
expect to securitize $0.2B by
year-end
Ample liquidity for continued M&A:
$400M undrawn revolver + ~$600M
annual
free
cash
flow
1
=
~$1B
NTM
capacity for acquisitions
Expect to de-lever to below 3.0x by
mid-2015
Cash
Debt
Leverage
$0.2
$0.2
$0.9
$3.1
1.4x
3.3x
FLT
PF FLT + CD
(1) Cash net income used as proxy for free cash flow.
PF Debt and Leverage at YE Close ($B) |