WEX INC. Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Purchase Agreement contains certain customary representations, warranties
and covenants with respect to each of the Company and Purchaser, including
preemptive rights allowing Purchaser to maintain its proportionate equity
interest on an as-converted basis, subject to certain exceptions. The
representations and warranties contained in the Purchase Agreement were made
only for purposes of such agreement and as of specific dates, were solely for
the benefit of the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties. In connection with the Transaction, the
Company agreed to reimburse Purchaser for up to
The Purchase Agreement provides that Purchaser is restricted from transferring
the Convertible Notes or Shares until
Pursuant to the terms of the Purchase Agreement, for so long as Purchaser,
together with its affiliates, continue to own at least 50% of the aggregate
amount of the Shares and the shares of Common Stock issuable upon conversion of
the Convertible Notes, Purchaser will be entitled to nominate an individual to
the Board (the "Board Designee"). Additionally, while serving as a member of the
Board, the Board Designee will be entitled to be a member of the Compensation
Committee and the
The Purchase Agreement, as well as the Indenture described below, contain certain provisions intended to ensure that Purchaser's ownership of the Company's voting securities does not exceed 9.9%.
Indenture
The Convertible Notes were issued pursuant to an indenture (the "Indenture"),
dated as of
The Convertible Notes will mature on
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The Convertible Notes are convertible by holders of the Convertible Notes at any
time prior to maturity, or earlier redemption or repurchase of the Convertible
Notes, based upon an initial conversion price of
On or after
Upon the occurrence of a "fundamental change" (as defined in the Indenture, and which includes, among other things, certain change of control transactions of the Company and a delisting of the Common Stock), holders may require the Company to repurchase all or a portion of their Convertible Notes at a repurchase price equal to the sum of (i) 105% of then accreted principal amount of the Convertible Notes to be repurchased, plus accrued interest and (ii) the sum of the present values of the scheduled remaining payments of interest had such Convertible Notes remained outstanding through the Maturity Date.
The Indenture includes a debt incurrence covenant that restricts the Company from incurring certain indebtedness, including disqualified stock and preferred stock issued by the Company or its subsidiaries, subject to customary exceptions, including if, after giving effect to any such proposed incurrence or issuance, and the receipt and application of the proceeds therefrom, the ratio of (x) the Company's consolidated EBITDA for the most recent four fiscal quarters for which financial statements are available, to (y) the Company's consolidated fixed charges for such period would be greater than 1.5:1.0.
The Indenture contains other customary terms and covenants, including customary events of default. . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information related to the issuance of the Convertible Notes and the Indenture contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02 Unregistered Sales of
The information relating to the issuance and sale of the Shares and the Convertible Notes contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company issued the Shares and the Convertible Notes to Purchaser in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Company relied on this exemption from registration based in part on representations made by Purchaser in the Purchase Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of July 1, 2020 , by and between WEX Inc.
and The Bank of New York Mellon Trust Company, N.A. , as trustee.
4.2 Form of 6.50% Convertible Senior Notes due 2027 (included in
Exhibit 4.1)
10.1 WEX Inc. Common Stock and 6.50% Convertible Senior Notes Due
2027 Purchase Agreement, dated as of June 29, 2020 , by and
between WEX Inc. and WP Bronco Holdings, LLC .
10.2 Registration Rights Agreement, dated as of July 1, 2020 , by and
between WEX Inc. and WP Bronco Holdings, LLC .
104 Cover Page Interactive Data File (formatted as Inline XBRL with
applicable taxonomy extension information contained in Exhibits
101).
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 transactions contemplated by the Purchase Agreement, Indenture and Registration Rights Agreement, the issuance of the Convertible Notes and expectations as to the related director designee. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this Current Report on Form 8-K, 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-
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looking statements contain such words. These forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results
to differ materially, including the risks and uncertainties identified in Item
1A of the Company's Annual Report for the year ended
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