WEX Inc SC TO-C, filed Feb 25, 2025
WEX Inc. (WEX)
SC TO-C
2025-02-25
View Original
Added on
October 18, 2026
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)
Febuary
WEX Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32426
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001-32426
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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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1 Hancock Street, Portland Maine
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(207) 733-8171
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04101
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Address of principal executive offices
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(Registrant’s Telephone Number,
Including Area Code)
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(Zip Code)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.01 par value
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WEX
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New York Stock Exchange
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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. ☐
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Item 8.01.
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Other Events.
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On February 25, 2025, WEX Inc. (“WEX”) announced its current intention to launch a “modified Dutch auction” tender offer to purchase up to $750 million worth of its common stock, par value $0.01
per share, at a cash purchase price of not less than $148 per share and not greater than $170 per share (the “Offer”). The Offer is currently expected to commence on February 26, 2025 and expire at one minute after 11:59 p.m., New York City Time,
on Tuesday, March 25, 2025, unless the offer is extended or earlier terminated.
Attached as Exhibit 99.1 and incorporated by reference herein is a copy of WEX’s press release, dated February 25, 2025, announcing WEX’s current intention to launch the Offer.
On February 25, 2025, WEX issued a press release announcing a proposed offering (the “Notes Offering”) of $500 million in aggregate principal amount of new senior unsecured notes due 2033 (the
“Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes have not been and will not be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable
exemption from registration under the Securities Act or any applicable state securities or blue sky laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act
and outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act.
The press release announcing the proposed Notes Offering was issued in accordance with Rule 135c under the Securities Act. Attached as Exhibit 99.2 and incorporated by reference herein is a copy
of WEX’s press release, dated February 25, 2025, announcing the Notes Offering.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) See attached Exhibit Index.
EXHIBIT INDEX
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Exhibit No.
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Description
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Press release of WEX Inc. dated February 25, 2025 with respect to the Offer
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Press release of WEX Inc. dated February 25, 2025, with respect to the Notes Offering
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Additional Information Regarding the Potential Tender Offer
The potential tender offer described in this press release has not yet commenced, and there can be no assurance that WEX will commence the equity tender offer on the terms described in this release or at all. This press release is for
informational purposes only. This press release is not a recommendation to buy or sell shares of Common Stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell shares of Common Stock or any
other securities. On the commencement date of the tender offer, if any, a tender offer statement on Schedule TO/I, including an offer to purchase, a letter of transmittal, and related materials, will be filed with the United States Securities and
Exchange Commission (the “SEC”) by WEX. The tender offer, if made, will only be made pursuant to the offer to purchase, the letter of transmittal, and related materials filed as a part of the Schedule TO/I. When available, shareholders should
read carefully the offer to purchase, letter of transmittal, and related materials because they will contain important information, including the various terms of, and conditions to, the tender offer. Once the tender offer is commenced,
shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO/I, the offer to purchase, letter of transmittal, and other documents that WEX will be filing with the SEC at the SEC’s website at www.sec.gov, the
investor relations section of WEX’s website at www.wexinc.com, or from the information agent for the tender offer.
About WEX
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its
rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.
Forward Looking Statements
This communication contains forward-looking statements including, but not limited to, statements regarding its intention to launch a modified Dutch auction tender offer and commence an offering of new senior unsecured notes. Any statements in
this press release that are not statements of historical facts are forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,”
“will,” “positions,” “confidence,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives,
expectations, and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or
performance expressed or implied by these forward-looking statements, including the ability of WEX to execute the modified Dutch tender offer as intended; as well as other risks and uncertainties identified in Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on February 20, 2025 and subsequent filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this
press release and undue reliance should not be placed on these statements. WEX disclaims any obligation to update any forward-looking statements as a result of new information, future events, or otherwise.
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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WEX, INC.
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By:
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/s/ Jagtar Narula |
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Name:
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Jagtar Narula
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Title:
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Chief Financial Officer
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Date: February 25, 2025
Exhibit 99.1
WEX Announces Intention to Launch Modified Dutch Auction Tender Offer
Intends to launch a “modified Dutch auction” tender offer to repurchase up to $750 million worth of common stock at a purchase price of not less than $148 per share nor greater than $170 per share
PORTLAND, Maine--(BUSINESS WIRE)-- February 25, 2025--WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced its current intention to launch a “modified
Dutch auction” tender offer to purchase up to $750 million worth of common stock, par value $0.01 per share (“Common Stock”) at a cash purchase price of not less than $148 per share nor greater than $170 per share (the “Purchase Price”). WEX
currently expects to consummate one or more debt financings, resulting in aggregate gross proceeds of at least $750 million, to be used principally to fund the anticipated tender offer. The tender offer is currently expected to commence tomorrow,
February 26, 2025, and to expire at one minute after 11:59 p.m., New York City Time, on Tuesday, March 25, 2025, unless the offer is extended or earlier terminated. The tender offer is expected to be subject to certain conditions, including a
financing condition, each of which must be satisfied prior to the expiration time of the tender offer in order to ultimately consummate the tender offer.
Melissa Smith, WEX’s Chair, Chief Executive Officer, and President said, “The anticipated tender offer reflects the shared confidence that management and the Board of Directors have in the future outlook of our business, the strength of our
commercial and product portfolio, and our belief in the long-term value of WEX. We remain committed to the investments we’ve previously communicated to drive organic growth and will focus this year on delivering on these initiatives.”
A “modified Dutch auction” tender offer allows shareholders to indicate how many shares of Common Stock and at what price (within the range set forth in the tender offer) they wish to tender their shares. Based on the number of shares of Common
Stock tendered and the prices specified by the tendering shareholders, if the tender offer is consummated, WEX will determine the lowest price per share within the range that will enable it to purchase $750 million of shares of Common Stock, or such
lesser number of shares of Common Stock that are properly tendered and not properly withdrawn prior to the expiration date of the tender offer. All shares purchased in any tender offer would be purchased at the same price, even if the shareholder
tendered at a lower price. Shares of WEX tendered at a price above the price at which WEX is able to purchase $750 million of shares will not be purchased in the tender offer.
If and when WEX initiates any tender offer, neither WEX nor its Board of Directors will make any recommendation to any shareholder as to whether to tender or refrain from tendering any shares of Common Stock or as to the price or prices at which
shareholders may choose to tender their shares. WEX has not authorized any person to make any such recommendation. If WEX does launch such a tender offer, shareholders must decide whether to tender their shares of Common Stock and, if so, how many
shares to tender and at what price or prices to tender. In doing so, shareholders should carefully evaluate all of the information in the tender offer documents, when available, before making any decision with respect to the tender offer, and should
consult their own broker or other financial and tax advisors.
Additional Information Regarding the Potential Tender Offer
The potential tender offer described in this press release has not yet commenced, and there can be no assurance that WEX will commence the equity tender offer on the terms described in this release or at all. This press release is for
informational purposes only. This press release is not a recommendation to buy or sell shares of Common Stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell shares of Common Stock or any other
securities. On the commencement date of the tender offer, if any, a tender offer statement on Schedule TO/I, including an offer to purchase, a letter of transmittal, and related materials, will be filed with the United States Securities and Exchange
Commission (the “SEC”) by WEX. The tender offer, if made, will only be made pursuant to the offer to purchase, the letter of transmittal, and related materials filed as a part of the Schedule TO/I. When available, shareholders should read carefully
the offer to purchase, letter of transmittal, and related materials because they will contain important information, including the various terms of, and conditions to, the tender offer. Once the tender offer is commenced, shareholders will be able to
obtain a free copy of the tender offer statement on Schedule TO/I, the offer to purchase, letter of transmittal, and other documents that WEX will be filing with the SEC at the SEC’s website at www.sec.gov, the investor relations section of WEX’s
website at www.wexinc.com, or from the information agent for the tender offer.
About WEX
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its rich
data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.
Forward Looking Statements
This press release contains forward-looking statements including, but not limited to, statements regarding its intention to launch a modified Dutch auction tender offer. Any statements in this press release that are not statements of historical
facts are forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “positions,” “confidence,” and similar expressions are
intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements relate to our future plans, objectives, expectations, and intentions and are not historical facts and
accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements,
including the ability of the Company to execute the modified Dutch tender offer as intended; as well as other risks and uncertainties identified in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the
Securities and Exchange Commission on February 20, 2025 and subsequent filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release and undue reliance should not be placed on
these statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events, or otherwise.
Contacts
News media:
WEX
Megan Zaroda, 610-379-6211
Megan.Zaroda@wexinc.com
Investor:
WEX
Steve Elder, 207-523-7769
Steve.Elder@wexinc.com
Exhibit 99.2
WEX Announces Proposed $500 Million Senior Unsecured Notes Offering
PORTLAND, ME—February 25, 2025—WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced that it
has commenced an offering (the “Offering”) of $500 million in aggregate principal amount of new senior unsecured notes due 2033 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”). The Notes will be guaranteed on a senior unsecured basis by each of the Company’s wholly-owned domestic subsidiaries that guarantee the Company’s senior secured credit facilities.
The timing of pricing and terms of the Notes are subject to market conditions and other factors. The Company intends to use the net proceeds of the Offering,
together with the net proceeds of borrowings under a proposed new incremental term loan B facility in an aggregate principal amount of $500 million (the “Incremental Term Loan B facility”) and cash on hand, to fund a tender offer that the Company
previously announced it intends to commence to purchase shares of the Company’s outstanding common stock for a cash purchase price of up to $750 million (the “Tender Offer”), to repay approximately $250 million outstanding under the revolving portion
of the Company’s senior secured credit facilities (the “RCF Facility”), and to pay related fees and expenses, with any amounts remaining thereafter for general corporate purposes, which may include additional repurchases of the Company’s common stock
after the expiration of the Tender Offer. There is no guarantee that we consummate the Incremental Term Loan B facility or the Tender Offer, and the Offering is not conditioned on the completion of either the Incremental Term Loan B facility or the
Tender Offer. In the event that the Tender Offer is not consummated, the Company may use the net proceeds of the Offering for general corporate purposes, which may include repayments of outstanding amounts under the RCF Facility and repurchases of
the Company’s common stock. This announcement is not an offer to purchase or a solicitation of an offer to sell the Company’s common stock.
Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities nor shall there be any
offer, solicitation or sale of the Notes or any other securities in any state in which such offer, solicitation or sale would be unlawful. The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in
reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been and will not be registered under the
Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state
securities laws.
This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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Forward-Looking Statements
This press release contains forward-looking statements including, but not limited to, statements about management’s plans, goals and expectations with respect
to the Offering and the use of proceeds therefrom. Any statements in this press release that are not statements of historical facts are forward-looking statements. When used in this press release, the words “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “positions,” “confidence,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words.
Forward-looking statements relate to the Company’s future plans, objectives, expectations, and intentions and are not historical facts and accordingly involve known and unknown risks and uncertainties and other factors that may cause the actual
results or performance to be materially different from future results or performance expressed or implied by these forward-looking statements, including the Company’s ability to successfully market and consummate the Offering on the terms described
or at all, such that such Offering does not close or is not as successful as it is intended to be, the use of proceeds therefrom, the Company’s ability to successfully market and consummate the Incremental Term Loan B facility on the terms described
or at all and the Company’s ability to successfully consummate the Tender Offer on the terms described or at all; as well as other risks and uncertainties identified in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December
31, 2024, filed with the Securities and Exchange Commission on February 20, 2025 and subsequent filings with the Securities and Exchange Commission. The forward-looking statements speak only as of the date of this press release and undue reliance
should not be placed on these statements. The Company disclaims any obligation to update any forward-looking statements as a result of new information, future events, or otherwise.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
About WEX
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers
seamlessly embedded, personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to
overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.
News Media:
WEX
Megan Zaroda, 610-379-6211
Megan.Zaroda@wexinc.com
Investor:
WEX
Steve Elder, 207-523-7769
Steve.Elder@wexinc.com
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