CORPAY, INC. 8-K

What Happened

• Corpay, Inc. filed an 8-K reporting the Eighteenth Amendment to its Credit Agreement dated May 21, 2026 (filed May 22, 2026). The amendment increases overall borrowing capacity, refinances existing term debt and extends loan maturities.
• Key changes include increasing the revolving credit commitments by $0.9 billion to $3.7 billion, increasing Term Loan A borrowings by $0.4 billion to $3.3 billion, and increasing Term Loan B‑6 by $2.05 billion to $2.95 billion. The company used $1.0 billion of Term Loan A and revolver proceeds plus $2.05 billion of Term Loan B‑6 proceeds to fully repay Term Loan B‑5. Revolver and Term Loan A now mature May 21, 2031; Term Loan B‑6 matures November 5, 2032. Corpay says remaining proceeds and available revolver capacity will be used for general corporate purposes.

Key Details

• Amendment date/filed: May 21, 2026 (8-K filed May 22, 2026).
• Revolving credit increased to $3.7B; Term Loan A increased to $3.3B; Term Loan B‑6 increased to $2.95B.
• Repayment: Term Loan B‑5 repaid in full using proceeds from Term Loan A, revolver and Term Loan B‑6.
• Pricing and interest: removed a 10 bp SOFR adjustment and 3.26 bp SONIA adjustment; most loans (except Term Loan B) priced off SOFR/SONIA/EURIBOR/TIBOR/SARON (or optional Base Rate for USD) plus a margin based on the better of leverage or ratings; Term Loan B borrowings at SOFR + 1.75%; unused revolver fee 0.20%–0.30% per annum.
• Security & covenants: obligations secured by substantially all assets of Corpay and domestic subsidiaries (including 100% equity pledge of domestic subsidiaries and 66% voting shares of first‑tier foreign subsidiaries, subject to customary exclusions); covenants include limits on dividends/restricted payments and financial tests (consolidated leverage and interest coverage ratios).

Why It Matters

• The refinancing materially increases Corpay’s committed liquidity and extends key maturities, reducing near‑term refinancing risk and giving the company more time before principal repayments are due.
• Investors should note the company increased overall debt balances (larger Term Loans and revolver capacity) and granted broad security over assets, and remains subject to leverage and interest‑coverage covenants that can affect dividends and other shareholder distributions.
• Changes to pricing (removal of small SOFR/SONIA adjustments and a new pricing grid tied to ratings or leverage) and the fixed Term Loan B margin (SOFR + 1.75%) will influence Corpay’s future interest costs.