WEX INC. Item 1.01 Entry into a Material Definitive Agreement. Share Purchase Agreement OnJanuary 24, 2020 ,WEX Inc. (the "Company") entered into a Share Purchase Agreement (the "Purchase Agreement") with eNettInternational (Jersey) Limited , a Jersey limited company ("eNett"),Optal Limited , a private company limited by shares incorporated inEngland andWales ("Optal"),Travelport Limited , aBermuda exempted company ("Travelport"),Toro Private Holdings I, Ltd. , a private company limited by shares incorporated inEngland andWales ("Toro"),Optal , in its capacity as trustee of thePSP Group DESOP Discretionary Trust established by way of discretionary trust deed dated28 October 2008 , as amended from time to time, and the other shareholders of eNett andOptal set forth therein (together with Travelport and Toro, the "Sellers") under which the Company has agreed to purchase eNett andOptal from the Sellers (the "Acquisition"). Pursuant to the Purchase Agreement, and subject to the terms and conditions contained therein, at the closing of the Acquisition, the Company will acquire, directly and indirectly, all of the issued share capital of eNett andOptal from the Sellers, for an aggregate purchase price comprised of approximately$1.275 billion in cash and 2,002,450 shares of the Company's common stock and subject to certain working capital and other adjustments as described in the Purchase Agreement. The parties' obligations to consummate the Acquisition are subject to customary closing conditions, including regulatory approvals. There is no financing condition to closing in the Purchase Agreement. The parties to the Purchase Agreement have each made customary warranties and covenants in the Purchase Agreement. Each of the Company, eNett orOptal may terminate the Purchase Agreement if (i) the closing has not occurred on or prior toOctober 24, 2020 (subject to extension if the marketing period in connection with the Company's financing has commenced and not been completed), (ii) an order or law permanently preventing or prohibiting the Acquisition has become final and non-appealable, (iii) the other party has breached its warranties or covenants, subject to customary materiality qualifications and abilities to cure or (iv) any governmental entity has denied a regulatory approval required for closing and such denial has become final and non-appealable. In addition, eNett orOptal may also terminate the Purchase Agreement if, upon the satisfaction of the closing conditions and the expiration of the marketing period, the Company fails to consummate the Acquisition. Upon such a termination (and in certain other limited circumstances), the Company may be required to pay eNett andOptal cash termination fees in an aggregate amount of$51,000,000 . In connection with the closing of the Acquisition, the Company and the Sellers have agreed that certain recipients of stock consideration shall enter into an investor rights agreement, which will, among other things, restrict the transfer of all shares of the Company's common stock received by such Sellers in connection with the Acquisition for six months after the closing of the Acquisition, with half of those shares subject to transfer restrictions for an additional six months thereafter. Such Sellers will also receive customary registration rights with respect to their shares of the Company's common stock. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is being filed as Exhibit 2.1 hereto and is incorporated herein by reference. The Purchase Agreement has been included to provide investors and security holders with information regarding its terms and such information is limited in nature to describing the parties' agreement with regard to the Acquisition. It is not intended to provide any other factual information about the Company, eNett,Optal , the Sellers or their respective subsidiaries and affiliates. The Purchase Agreement contains warranties by the Company, on the one hand, and by eNett,Optal and the other Sellers, on the other hand, made solely for the benefit of the other. The assertions embodied in those warranties are qualified by information in confidential disclosure schedules delivered by each party in connection with the signing of the Purchase Agreement. Moreover, certain warranties in the -------------------------------------------------------------------------------- Purchase Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the Company, on the one hand, and the Sellers, on the other hand. Accordingly, the warranties in the Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts about the Company at the time they were made or otherwise. In addition, information concerning the subject matter of the warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Purchase Agreement, the Acquisition, the Company, eNett,Optal , their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other filings that the Company makes with theSecurities and Exchange Commission ("SEC"). Commitment Letter In connection with the Acquisition, the Company entered into a Commitment Letter, dated as ofJanuary 24, 2020 (the "Commitment Letter"), withBank of America, N.A . ("Bank of America ") andBofA Securities, Inc. ("BofA Securities " and, together withBank of America , the "Commitment Parties"), pursuant to which, among other things, the Commitment Parties committed, on the terms and conditions set forth in the Commitment Letter (the "Commitments"), to provide the Company with (a) senior secured credit facilities in the aggregate amount of up to$2,796,000,000 (the "Senior Credit Facilities") consisting of (i) up to a$1,976,000,000 seven-year term loan B facility comprised of$1,052,000,000 to fund the Acquisition (the "Acquisition Term Loans") and$924,000,000 to be used to refinance the existing Term A-3 Loans (as defined in the Existing Credit Agreement) to the extent that the Financial Covenant Amendment Trigger (as defined below) has not occurred (the "Backstop Term Loans") and (ii) a$820,000,000 revolving credit facility to replace the existing Revolving Credit Facility (as defined in the Existing Credit Agreement) to the extent that the Financial Covenant Amendment Trigger (as defined below) has not occurred (the "Backstop Revolving Credit Facility") and (b) a senior unsecured bridge facility in the aggregate amount of up to$300,000,000 , minus any gross cash proceeds received by the Company from the issuance of any senior unsecured notes (the "Bridge Facility" and together with the Senior Credit Facilities, the "Facilities"). If, prior to the funding of the Facilities: (x) the Company, the Required Financial Covenant Lenders (as defined in the Existing Credit Agreement) and the Administrative Agent (as defined in the Existing Credit Agreement) have executed a definitive amendment to the Credit Agreement, dated as ofJuly 1, 2016 (as amended, supplemented or otherwise modified prior to the date hereof, the "Existing Credit Agreement") to increase the maximum Consolidated Leverage Ratio upon closing of the Acquisition to 5.75x subject to step-downs, as further described in the Commitment Letter (the "Financial Covenant Amendment") and all conditions precedent to the effectiveness of the Financial Covenant Amendment, other than the substantially concurrent consummation of the Acquisition and the payment of consent fees, have been satisfied (the "Financial Covenant Amendment Trigger"), (i) the Commitments with respect to the Backstop Term Loans and the Backstop Revolving Credit Facility shall be automatically and permanently reduced to zero; or (y) the Company issues common stock (or other equity on terms reasonably acceptable to the Commitment Parties) in addition to the stock consideration, the net cash proceeds of which are to be used as consideration for the Acquisition (any such issuance, an "Additional Equity Issuance"), the Commitments with respect to, at the option of the Company, the Acquisition Term Loans and/or the Bridge Facility, shall be reduced in an aggregate amount equal to the net cash proceeds actually received by the Company from such Additional Equity Issuance; provided that the commitments with respect to the Bridge Facility shall not be reduced to less than$300,000,000 unless they are reduced to$0 . The Commitments under the Commitment Letter are subject to various conditions, including (i) the consummation of the Acquisition in accordance with the Purchase Agreement in all material respects, (ii) the execution of definitive documentation consistent with the Commitment Letter, (iii) delivery of certain audited, unaudited and pro forma financial statements of the Company, eNett andOptal , (iv) subject to certain limitations, the absence of a material adverse effect on eNett orOptal , (v) the accuracy of specified representations and warranties of eNett andOptal in the Purchase Agreement and specified representations and warranties of the borrower and guarantors under the Commitments to be set forth in the definitive loan documents and (vi) other customary closing conditions. The Commitments will terminate upon the earliest of (1)11:59 p.m. (New York City time) on the date that is two -------------------------------------------------------------------------------- business days following the "Outside Date" (as such term is defined in the Purchase Agreement as in effect onJanuary 24, 2020 ), (2) the consummation of the Acquisition without the use of the Facilities and (3) the termination of the Purchase Agreement in accordance with its terms. If funded, the Backstop Term Loans would replace the existing Term A-3 Loans (as defined in the Existing Credit Agreement) and the Backstop Revolving Credit Facility would replace the existing Revolving Credit Facility (as defined in the Existing Credit Agreement). The foregoing description of the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference. Item 3.02 Unregistered Sales ofEquity Securities . The information contained in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. The shares of the Company's common stock to be issued and sold pursuant to the Purchase Agreement will be issued and sold in reliance on an exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and an exemption provided by Regulation S under the Securities Act. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 2.1* Share Purchase Agreement, datedJanuary 24, 2020 , by and amongWEX Inc. , eNettInternational (Jersey) Limited , a Jersey limited company,Optal Limited , a private company limited by shares incorporated inEngland andWales ,Travelport Limited , aBermuda exempted company,Toro Private Holdings I, Ltd. , a private company limited by shares incorporated inEngland andWales ,Optal Limited , in its capacity as trustee of thePSP Group DESOP Discretionary Trust established by way of discretionary trust deed dated28 October 2008 , as amended from time to time, and the other shareholders of eNett andOptal set forth therein. 10.1 Commitment Letter, dated as ofJanuary 24, 2020 , by and amongWEX Inc. ,Bank of America, N.A ., andBofA Securities, Inc. * 104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby agrees to supplementally furnish to the
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains "forward-looking statements" intended
to qualify for the safe harbors from liability established by the Private
Securities Litigation Reform Act of 1995, including statements regarding: the
proposed Acquisition, the expected timetable for completing the Acquisition,
future financial and operating results, benefits and synergies of the
Acquisition, future opportunities for the combined operations and any other
statements about the Company or eNett or
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statements are subject to a number of risks and uncertainties that could cause
actual results to differ materially, including: the ability to consummate the
Acquisition; the risk that regulatory approvals required for the Acquisition are
not obtained or are obtained subject to conditions that are not anticipated; the
risk that the financing required to fund the Acquisition is not obtained; the
risk that the conditions to the closing of the Acquisition are not satisfied;
potential adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of the
Acquisition; uncertainties as to the timing of the Acquisition; competitive
responses to the proposed Acquisition; uncertainty of the expected financial
performance of the combined operations following completion of the proposed
Acquisition; the ability to successfully integrate the Company's and eNett and
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