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)
February 27, 2019



WEX INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-32426
 
01-0526993
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

97 Darling Avenue, South Portland, ME
04106
Address of principal executive offices
Zip Code
Registrant's telephone number, including area code
(207) 773-8171

  Not Applicable
(Former name or former address if changes 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:
 
☐  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 1.01.       Entry into a Material Definitive Agreement.

On February 27, 2019, WEX Inc. (the “Company”) entered into a Consent and Amendment Under Credit Agreement (the “Consent”) to obtain a waiver under and amendment to the Credit Agreement, dated as of July 1, 2016, among the Company, the subsidiaries of the Company identified therein, Bank of America, N.A., as administrative agent, and the lenders party thereto, as amended by the First Amendment to Credit Agreement dated July 3, 2017, the Second Amendment to Credit Agreement dated October 30, 2017, the Third Amendment to Credit Agreement dated January 17, 2018, the Fourth Amendment to Credit Agreement dated August 24, 2018 and the Fifth Amendment to Credit Agreement dated January 18, 2019 (the “Credit Agreement”). Pursuant to the Consent, the lenders agree to waive any breach, default or misrepresentation of the Company resulting from a potential write-down of balance sheet accounts which may or may not go through the current period consolidated income statement of WEX in an amount not to exceed $70 million.

The foregoing summary of the Consent is qualified in its entirety by the complete text of the Consent, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference as if fully set forth herein.


Item 9.01.       Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.
 
Exhibit Description
 

 
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.
 
Dated: March 1, 2019
 
 
WEX Inc.
 
 
 
 
 
 
 
By:
/s/ Roberto Simon
 
Name:
Roberto Simon
 
Title:
Chief Financial Officer

Exhibit 10.1

CONSENT  AND AMENDMENT UNDER CREDIT AGREEMENT
 
THIS CONSENT  AND AMENDMENT UNDER CREDIT AGREEMENT (this “ Consent ”) is entered into as of February 27, 2019, by and among BANK OF AMERICA, N.A. , a national banking association, as administrative agent for each Lender (in such capacity, together with its successors and assigns in such capacity, “ Administrative Agent ”), the Lenders party hereto, WEX INC. , a Delaware corporation (“ WEX ”), WRIGHT EXPRESS INTERNATIONAL HOLDINGS LIMITED , as a Designated Borrower and WEX CARD HOLDINGS AUSTRALIA PTY LTD. , as the Specified Designated Borrower.
 
WHEREAS , WEX, WRIGHT EXPRESS INTERNATIONAL HOLDINGS LIMITED, as a Designated Borrower, WEX CARD HOLDINGS AUSTRALIA PTY LTD., the Lenders from time to time party thereto and the Administrative Agent are party to that certain Credit Agreement, dated as of July 1, 2016 (as amended as of July 3, 2017, October 30, 2017, January 17, 2018, August 24, 2018, January 18, 2019 and as it may be further amended, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ”);
 
WHEREAS , Unik S.A, a wholly owned subsidiary of WEX and successor in interest to FastCred Administracao e Servicos ltda., was designated as an immaterial subsidiary by WEX under the Credit Agreement in July 2016 (the “ Immaterial Brazil Subsidiary ”);
 
WHEREAS , the Borrowers have requested that the Administrative Agent and Lenders waive and modify certain conditions, obligations, and requirements under the Credit Agreement with respect to the Disclosed Matter (as described below); and
 
WHEREAS, the Administrative Agent and Required Lenders are willing to do so, in each case subject to the terms and conditions of this Consent.
 
NOW THEREFORE , in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
 
Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
 
Section 2A. Waiver and Consent. Effective as of the Consent Effective Date (as defined below), the undersigned Lenders, which constitute the Required Lenders, hereby agree that (a) no Default or Event of Default has resulted or will be deemed to result from the Disclosed Matter, (b) no  breach of representations or warranties (including without limitation Section 5.05 of the Credit Agreement) has occurred or will be deemed to occur as a result of the Disclosed Matter and (c) all representations, conditions, warranties and covenants under the Loan Documents are expressly made subject to the Disclosed Matter in all respects, in each case, whether prior to, on or after the Consent Effective Date.
 
The foregoing is a limited waiver and consent and, except as expressly set forth herein, shall not constitute a modification, wavier or alteration of any of the terms, provisions, conditions or covenants of the Credit Agreement or any other Loan Document that are unrelated to the Disclosed Matter.


“ Disclosed Matter ” means any event, circumstance or condition arising out of or related to a potential write-down of balance sheet accounts which may or may not go through the current period consolidated income statement of WEX in an amount not to exceed $70 million for any period related to revenue recognized by the Immaterial Brazil Subsidiary.
 
Section 2B. Amendment to the Credit Agreement.   The parties agree to amend the Section 5.05 of the Credit Agreement as follows:
 
(a)              Section 5.05(a)(ii) shall be deleted in its entirety and replaced with the following: “fairly present in all material respects the financial condition of the Company and its Subsidiaries (or WP Mustang Holdings LLC and its Subsidiaries, as applicable) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein,; and”
 
(b)              Section 5.05(b)(ii) shall be deleted in its entirety and replaced with the following: “fairly present in all material respects the financial condition of the Company and its Subsidiaries (or WP Mustang Holdings LLC and its Subsidiaries, as applicable) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end adjustments.”
 
(c)              Section 6.09 shall be deleted in its entirety and replaced with the following: “ Books and Records .   (a) Maintain proper books of record and account, in which full, true and correct entries in all material respects and in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Company or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Company or such Subsidiary, as the case may be.”
 
Section 3. Conditions to Effectiveness. The effectiveness of this Consent is subject to satisfaction of the following conditions precedent (the date of such satisfaction being the “ Consent Effective Date ”):
 
(a)              (i) each of the Borrowers shall have executed and delivered counterparts of this Consent to the Administrative Agent, (ii) the Lenders constituting the Required Lenders shall have executed and delivered a counterpart of this Consent to the Administrative Agent and (iii) the Administrative Agent shall have executed a counterpart of this Consent;
 
(b)              after giving effect to this Consent, the representations and warranties of the Borrowers contained in Article V of the Credit Agreement and the representations and warranties of each Loan Party contained in each other Loan Document shall be true and correct on and as of the Consent Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement;

 
(c)              after giving effect to this Consent, no Default or Event of Default shall have occurred and be continuing;
 
(d)              all fees and expenses required to be paid by WEX pursuant to Section 10.04 of the Credit Agreement relating to this Consent, shall have been paid or shall be paid substantially concurrently with the effectiveness of this Consent;
 
(e)              the Administrative Agent shall have received a certificate of WEX signed by a Responsible Officer thereof:
 
(i)              certifying that no Default or Event of Default exists immediately after giving effect to this Consent, and
 
(ii)              certifying that the condition set forth in Section 3(b) hereof has been satisfied.
 
Section 4. Effects on Loan Documents.
 
(a)              Except as specifically set forth herein, all Loan Documents (including the Guaranties and all Liens granted thereunder in respect of the Obligations) shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Each Borrower reaffirms its Guaranties and any prior grant and the validity of any Liens granted by it pursuant to the Collateral Documents, with all such Liens continuing in full force and effect after giving effect to this Consent.
 
(b)              Except as set forth herein, the execution, delivery and effectiveness of this Consent shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.  This Consent shall not constitute a novation of the Credit Agreement or the other Loan Documents.
 
Section 5. Miscellaneous.
 
(a)              Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Sections 10.14 and 10.15 of the Credit Agreement are expressly incorporated herein by reference.
 
(b)              This Consent may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Consent.
 
(c)              This Consent is a Loan Document.
 
 [ Signature Page Follows ]
 

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Consent as of the date first above written.
 

 
WEX INC.
 
 
 
 
 
 
 
By:
/s/ Roberto Simon
 
 
Name: Roberto Simon
 
 
Title:   Chief Financial Officer
 
 
 
 
 
 
 
DESIGNATED BORROWER:
 
 
 
 
WRIGHT EXPRESS INTERNATIONAL
HOLDINGS LIMITED
 
 
 
 
 
 
 
By:
/s/ Roberto Simon
 
 
Name: Roberto Simon
 
 
Title:   Director
 
 
 
 
 
 
 
SPECIFIED DESIGNATED BORROWER:
 
 
 
 
Executed in accordance with section 127 of the
Corporations Act 2001 (Cth) by  
     
  WEX CARD HOLDINGS AUSTRALIA PTY LTD  
     
     
  By:
/s/ Roberto Simon
    Name: Roberto Simon
    Title:   Director
     
  By:
/s/ Hilary Rapkin
    Name: Hilary Rapkin
    Title:   Director

[Signature Page to Consent]

 
BANK OF AMERICA, N.A.,
  as Administrative Agent
 
 
 
 
 
 
 
By:
/s/ Angela Larkin
 
 
Name: Angela Larkin
 
 
Title:    Vice President
     
     
  BANK OF AMERICA, N.A.,  
  as Lender
     
     
  By:
/s/ Robert C. Megan
   
Name: Robert C. Megan
   
Title:    Senior Vice President
     
     
  AIB DEBT MANAGEMENT, LIMITED,  
  as a Lender
     
     
  By:
/s/ Joan Chen
   
Name: Joan Chen
   
Title:    Vice President
     
  By:
/s/ Ellen Kenneally
   
Name: Ellen Kenneally
   
Title:    Vice President
     
     
  APOLLO TRADING LLC,  
  as a Lender
     
     
  By:
/s/ Margaret Sang
   
Name: Margaret Sang
   
Title:    Authorized Signatory

[Signature Page to Consent]

 
AZB FUNDING 5,
  as a Lender
 
 
 
 
 
 
 
By:
/s/ Robert Gates
 
 
Name: Robert Gates
 
 
Title:    Authorized Signatory
     
     
  BMO HARRIS FINANCING INC.,
  as Lender
     
     
  By:
/s/ Daniel A. Ryan
   
Name: Daniel A. Ryan
   
Title:   Vice President
     
     
  CITI LOAN FUNDING PST 2 LLC,
  as a Lender
  By:  Citibank N.A.
     
     
  By:
/s/ Cynthia Gonzalvo
   
Name: Cynthia Gonzalvo
   
Title:    Associate Director
     
     
  CITI LOAN FUNDING PST 3 LLC,
  as a Lender
  By:  Citibank N.A.
     
     
  By:
/s/ Joyce Kim
   
Name: Joyce Kim
   
Title:    Associate Director

[Signature Page to Consent]
 
 
CITI LOAN FUNDING PST 4 LLC,
  as a Lender
  By:  Citibank N.A.
 
 
 
 
 
 
 
By:
/s/ Joyce Kim
 
 
Name: Joyce Kim
 
 
Title:    Associate Director
     
     
  CITI LOAN FUNDING PST 5 LLC,
  as a Lender
  By:  Citibank N.A.
     
     
  By:
/s/ Joyce Kim
   
Name: Joyce Kim
   
Title:    Associate Director
     
     
  CITIZENS BANK, N.A.,
  as a Lender
     
     
  By:
/s/ Gary Hatfield
   
Name: Gary Hatfield
   
Title:    Senior Vice President

[Signature Page to Consent]

 
DEUTSCHE BANK AG NEW YORK BRANCH,
  as a Lender
 
 
 
 
 
 
 
By:
/s/ Michael Strobel
 
 
Name: Michael Strobel
 
 
Title:    Vice President
     
  By:
/s/ Yumi Okabe
   
Name: Yumi Okabe
   
Title:    Vice President
     
     
  FIFTH THIRD BANK,
  as a Lender
     
     
  By:
/s/ Lydia Altman
   
Name: Lydia Altman
   
Title:    Senior Vice President
     
     
  JPMORGAN CHASE BANK, N.A.,
  as a Lender
     
     
  By:
/s/ Bruce S. Borden
   
Name: Bruce S. Borden
   
Title:    Executive Director
     
     
  KEYBANK, NATIONAL ASSOCIATION,  
  as a Lender
     
     
  By:
/s/ Neil C. Buitenhuys
   
Name: Neil C. Buitenhuys
   
Title:    Senior Vice President

[Signature Page to Consent]

 
MUFG BANK, LTD.,
  as a Lender
 
 
 
 
 
 
 
By:
/s/ Liwei Liu
 
 
Name: Liwei Liu
 
 
Title:    Vice President
     
     
  MUFG UNION BANK, N.A.,
  as a Lender
     
     
  By:
/s/ Liwei Liu
   
Name: Liwei Liu
   
Title:    Vice President
     
     
  REGIONS BANK,
  as a Lender
     
     
  By:
/s/ Bruce Rudolph
   
Name: Bruce Rudolph
   
Title:    Director
     
     
  SANTANDER BANK, N.A.,
  as a Lender
     
     
  By:
/s/ David Harnisch
   
Name: David Harnisch
   
Title:    Executive Vice President

[Signature Page to Consent]
 
 
SUNTRUST BANK,
  as a Lender
 
 
 
 
 
 
 
By:
/s/ David Bennett
 
 
Name: David Bennett
 
 
Title:    Director
     
     
  VIRTUS NEWFLEET DYNAMIC CREDIT ETF, 
  as a Lender
     
     
  By:
/s/ Kyle Jennings
   
Name: Kyle Jennings
   
Title:    Managing Director
     
     
  WEBSTER BANK, N.A.,
  as a Lender
     
     
  By:
/s/ Mathew L. Coyne
   
Name: Mathew L. Coyne
   
Title:    Vice President
     
     
  WELLS FARGO BANK, N.A.,
  as Lender
     
     
  By:
/s/ Nathan Paouncic
   
Name: Nathan Paouncic
   
Title:    Vice President

[Signature Page to Consent]