false0001175454
0001175454
2019-12-19
2019-12-19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 19, 2019
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FleetCor Technologies, 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.) |
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3280 Peachtree Road, Suite 2400 | | Atlanta | | 30305 |
(Address of principal executive offices) | | Georgia | | (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:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | 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:
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Title of each class | Trading Symbols(s) | Name of each exchange on which registered |
Common Stock | FLT | 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.
In FLEETCOR’s 10-Q filing on November 12, 2019, it disclosed discussions with the Federal Trade Commission (“FTC”) regarding claims relating to its advertising and marketing practices, principally in its U.S. direct fuel card business within its North American Fuel Card business. FLEETCOR has attempted to engage constructively with the FTC to resolve this matter, however, at this time, negotiations are at an impasse, which may result in the filing of a civil complaint by the FTC. The impasse is primarily related to what FLEETCOR believes are unreasonable demands for redress made by the FTC. FLEETCOR continues to believe that the FTC’s claims are without merit and these matters are not and will not be material to the financial performance of FLEETCOR.
Revenue in the U.S. direct fuel card business was approximately $600 million in the twelve months ending September 30, 2019, with U.S. accepting merchants and business accounts contributing roughly equal amounts. Of the approximately $300 million of business account revenue, avoidable risk related fees such as high risk credit and late charges contributed about $150 million of revenue in the same time period.
FLEETCOR takes governance and oversight matters seriously and is confident that it has acted in accordance with all applicable laws. FLEETCOR has taken and will continue to take steps to better serve and inform its customers.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about FLEETCOR's beliefs, expectations, assumptions 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," "expect," "may," "will," "would," "could" or "should," the negative of these terms or other comparable terminology. Examples of forward-looking statements in this press release include statements relating to FLEETCOR’s ongoing negotiations with the FTC and the potential outcome of those negotiations or any potential litigation arising therefrom. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement, such as as adverse outcomes with respect to current and future legal proceedings, including, without limitation, any lawsuit filed by FTC, or actions of governmental or quasi-governmental bodies or standards or industry organizations with respect to our payment cards;; fuel price and spread volatility; the impact of foreign exchange rates on operations, revenue and income; the effects of general economic and political conditions on fueling patterns and the commercial activity of fleets; changes in credit risk of customers and associated losses; failure to maintain or renew key business relationships; failure to maintain competitive product offerings; failure to maintain or renew sources of financing; failure to complete, or delays in completing, anticipated new partnership and customer agreements or acquisitions and to successfully integrate or otherwise achieve anticipated benefits from such partnerships and customer arrangements or acquired businesses; failure to successfully expand business internationally, other risks related to our international operations, including the potential impact to our business as a result of the United Kingdom’s referendum to leave the European Union, risks related to litigation, the impact of new tax regulations and the resolution of tax contingencies resulting in additional tax liabilities; as well as the other risks and uncertainties identified under the caption "Risk Factors" in FLEETCOR's Annual Report on Form 10-K for the year ended December 31, 2018. These forward-looking statements are not a guarantee of performance, and undue reliance should not be placed on such statements. The forward-looking statements included in this press release are made only as of the date hereof, and FLEETCOR does not undertake, and specifically disclaims, any obligation to update any such statements as a result of new information, future events or developments except as specifically stated in this press release or to the extent required by law.
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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| | | | FleetCor Technologies, Inc. |
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December 19, 2019 | | | | By: /s/ Daniel S. Fishbein |
| | | | | | Daniel S. Fishbein |
| | | | | | General Counsel |
Exhibit Index
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Exhibit No. | | Description |
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101 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |