Current Report Filing (8-k)
June 12 2017 - 6:36AM
Edgar (US Regulatory)
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)
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June
12, 2017
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WEX Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-32426
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01-0526993
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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97 Darling Avenue, South Portland, ME
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04106
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Address
of principal executive offices
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Zip
Code
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Registrant's telephone number, including area code
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(207) 773-8171
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Not Applicable
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(Former name or former address if changes since last report)
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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))
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
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Regulation FD Disclosure.
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On June 12, 2017, WEX Inc. (“WEX” or the “Company”) issued a press
release announcing that it is has invited certain prospective lenders to
a meeting for purposes of considering a potential debt repricing (the
“Potential Repricing”). A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Attached as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated by reference in this Item 7.01 is selected information that
WEX expects to provide to certain prospective lenders in connection with
the Potential Repricing. The information contained in Exhibit 99.2
constitutes only a portion of the materials being made available to
prospective lenders and is intended to be considered in the context of
the Company’s filings with the Securities and Exchange Commission and
other public announcements that the Company may make, by press release
or otherwise, from time to time. The Company disclaims any intention or
obligation to update or revise any such information as a result of
developments occurring after the date of this Current Report on Form
8-K, except as required by law. The information contained in this
Current Report on Form 8-K, including the information contained in
Exhibit 99.2, does not constitute an offer to sell, or the solicitation
of an offer to buy, any securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Exhibit 99.2 includes financial measures of WEX that are not calculated
in accordance with accounting principles generally accepted in the
United States (“GAAP”). WEX’s management believes that these non-GAAP
financial measures provide meaningful supplemental information that
enhances management’s, investors’ and prospective lenders’ ability to
evaluate WEX’s operating results and ability to repay its obligations.
These non-GAAP financial measures are not intended to be used in
isolation and should not be considered a substitute for any other
performance measure determined in accordance with GAAP. Investors and
potential investors are cautioned that there are material limitations
associated with the use of non-GAAP financial measures as an analytical
tool, including that other companies may calculate similar non-GAAP
financial measures differently than as defined in the attached
materials, limiting their usefulness as a comparative tool. WEX
compensates for these limitations by providing specific information
regarding the GAAP amounts excluded from the non-GAAP financial
measures. WEX further compensates for the limitations of its use of
non-GAAP financial measures by presenting comparable GAAP measures.
Investors and potential investors are encouraged to review the
reconciliation of non-GAAP financial measures to the most directly
comparable GAAP financial measures contained within Exhibit 99.2.
The information in this Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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See Exhibit Index attached hereto.
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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This report, including the information in Exhibit 99.1 and Exhibit 99.2,
contains forward-looking statements, including statements regarding the
Potential Repricing and any other statements about WEX management’s
future expectations, beliefs, goals, plans or prospects. Any statements
that are not statements of historical facts may be deemed to be
forward-looking statements. When used in this report, the words “may,”
“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. Such forward-looking statements, and all
phases of our operations, involve a number of risks and uncertainties,
any one or more of which could cause actual results to differ materially
from those described in our 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
ability to successfully integrate the Company's acquisitions, including
Electronic Funds Source LLC's operations and employees; the ability to
realize anticipated synergies and cost savings; unexpected costs,
charges or expenses resulting from an acquisition; the Company's failure
to successfully operate and expand ExxonMobil's European and Asian
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 our third-party
service providers and any resulting negative impact on our reputation,
liabilities or relationships with customers or merchants; 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 or
financial regulations impacting the Company’s industrial bank, the
Company as the corporate parent or other subsidiaries or affiliates; 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.
There are a number of other important risks and uncertainties that could
cause our actual results to differ materially from those indicated by
such forward-looking statements. These additional risks and
uncertainties include, without limitation, those detailed in Item 1A,
“Risk Factors” in our Form 10-K for the fiscal year ended December 31,
2016 and our quarterly report on Form 10-Q for the three months ended
March 31, 2017.
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.
Date:
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June 12, 2017
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WEX Inc.
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By:
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/s/ Gregory A. Wiessner
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Name:
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Gregory A. Wiessner
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Title:
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Vice President, Corporate Securities Counsel
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press Release of WEX Inc., dated June 12, 2017
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99.2
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Excerpts from materials to be provided to certain prospective
lenders.
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