Tender Offer - WEX Inc.
Form Type: SC TO-I/A
Filing Date: 2025-03-31
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125011326
Filing Summary: WEX Inc. filed Amendment No. 4 to its Tender Offer Statement on Schedule TO, originally filed on February 26, 2025, which aims to purchase for cash up to $750 million of its common stock at a purchase price ranging from $148.00 to $170.00 per share. The amendment supplements previous amendments and incorporates a press release issued on March 31, 2025, announcing the final results of the tender offer that expired on March 25, 2025. The amendment does not alter any previously reported information in the Schedule TO, the Offer to Purchase, or the Letter of Transmittal, except for new press release additions and updates to Item 11 and Item 12.
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Additional details:
Tender Offer Value: 750000000
Tender Offer Price Range: 148.00-170.00
Offer Expiration Date: 2025-03-25
Press Release Date: 2025-03-31
Form Type: 8-K
Filing Date: 2025-03-06
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125007445
Filing Summary: On March 6, 2025, WEX Inc. completed an upsized offering of $550 million in aggregate principal amount of its 6.500% senior unsecured notes due 2033 in a private offering exempt from registration under the Securities Act. The proceeds will be used to fund a tender offer to purchase shares of its outstanding common stock for up to $750 million, repay approximately $250 million under its revolving credit facilities, and cover related fees and expenses. The Company also entered into a Seventh Amendment to its Existing Credit Agreement, providing for an Incremental Term Loan B-3 Facility of $450 million. The notes are guaranteed by the Company’s subsidiaries and bear a 6.500% interest rate payable semi-annually. The amendments to the credit agreement include adjustments to leverage ratios and stipulations for the new term loans.
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Additional details:
Closing Date: 2025-03-06
Notes Offering Amount: 550000000
Notes Interest Rate: 6.500%
Maturity Date: 2033-03-15
Tender Offer Amount: 750000000
Incremental Term Loan Amount: 450000000
Incremental Term Loan Maturity: 2032-03-06
Leverage Ratio: 3.50:1.00
Form Type: SC TO-I/A
Filing Date: 2025-03-06
Corporate Action: Tender-offer
Type: Update
Accession Number: 000114036125007447
Filing Summary: WEX Inc. filed Amendment No. 2 to its Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 with the SEC on March 6, 2025. The amendment is in relation to WEX's previously announced offer to purchase for cash up to $750 million of its common stock at a price per share between $148.00 and $170.00. The company completed a $550 million offering of new senior unsecured notes due 2033 and entered into an amendment of its credit agreement, increasing the term loan facility by $450 million. The financing condition for the tender offer has been waived due to the completion of this offering, which allows the offer to proceed without requiring the company to raise the originally stipulated financing. WEX intends to utilize the net proceeds from the notes offering and additional borrowings to fund the tender offer and repay portions of its revolving credit facilities, alongside covering other related costs. The filing also updates information regarding the beneficial ownership of common stock by executive officers and certain principal stockholders as of February 24, 2025. The filing emphasizes ongoing compliance with the terms set out in the previously mentioned documents and amends references to the financing conditions within the offer documentation.
Document Link: View Document
Additional details:
Issuer Tender Offer: Yes
Amount For Tender Offer: 750 million
Purchase Price Min: 148.00
Purchase Price Max: 170.00
Notes Principal Amount: 550 million
Interest Rate: 6.500%
Notes Due Date: 2033-03-15
Incremental Loan Amount: 450 million
Ratio Basket Amendment: 3.50:1.00
Form Type: 8-K
Filing Date: 2025-02-25
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125005782
Filing Summary: On February 25, 2025, WEX Inc. announced its intention to launch a ‘modified Dutch auction’ tender offer to purchase up to $750 million worth of its common stock. The purchase price will range from $148 to $170 per share. The tender offer is expected to commence on February 26, 2025, and will expire one minute after 11:59 p.m. NYC time on March 25, 2025, unless extended or terminated earlier. WEX also announced a proposed offering of $500 million in new senior unsecured notes due 2033, which will be made under exemptions from registration under the Securities Act. These offerings are part of WEX’s strategy to enhance shareholder value and finance future growth initiatives. The document includes disclaimers that the tender offer has not yet commenced and that there is no assurance that it will occur as described.
Document Link: View Document
Additional details:
Tender Offer Amount: 750 million
Tender Offer Price Min: 148
Tender Offer Price Max: 170
Notes Offering Amount: 500 million
Notes Due Date: 2033
Form Type: SC TO-C
Filing Date: 2025-02-25
Corporate Action: Tender-offer
Type: New
Accession Number: 000114036125005783
Filing Summary: On February 25, 2025, WEX Inc. announced its intention to initiate a 'modified Dutch auction' tender offer aimed at purchasing up to $750 million worth of its common stock, at a cash purchase price between $148 and $170 per share. The tender offer is scheduled to commence on February 26, 2025, and is expected to expire on March 25, 2025, unless extended or terminated earlier. The announcement also included information on a proposed offering of $500 million in new senior unsecured notes due 2033, which will be exempt from registration under the Securities Act of 1933. WEX clarified that this press release is informational and does not constitute an offer to buy or sell shares. Detailed information regarding the tender offer will be provided in a future filing with the SEC.
Document Link: View Document
Additional details:
Offer Amount: 750 million
Offer Price Min: 148
Offer Price Max: 170
Notes Offering Amount: 500 million
Notes Due Year: 2033
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