“Comdata’s virtual payments business will add a completely new growth leg to FleetCor. We believe that the combination will result in significant synergies as we implement our operating disciplines to their portfolio of businesses.”

Comdata is a leading business-to-business provider of innovative electronic payment solutions. As an issuer and a processor, Comdata provides fleet, virtual card, and gift card solutions to over 20,000 customers. It has approximately 1,300 employees and enables over $54 billion in payments annually.

“We have followed Comdata’s growth and development for many years, and are excited today to be bringing the companies together” said Ron Clarke, chairman and chief executive officer of FleetCor Technologies, Inc. “Comdata’s virtual payments business will add a completely new growth leg to FleetCor. We believe that the combination will result in significant synergies as we implement our operating disciplines to their portfolio of businesses.”

“This transaction marks an exciting new chapter for Comdata. FleetCor has a history of driving synergistic growth for acquired companies and I’m confident Comdata’s businesses can flourish as part of the combined organization,” said Stuart C. Harvey, Jr., chairman, president, and chief executive officer of Comdata.

Transaction Details

FleetCor will finance the $3.45 billion acquisition with approximately $2.4 billion of new debt and the issuance of approximately 7.3 million shares of FleetCor common stock to Ceridian LLC. The cash payments will be used to pay off Comdata’s outstanding indebtedness.

“We expect the acquisition to be meaningfully accretive to earnings in fiscal year 2015. While our financial leverage will increase, we expect to de-lever quickly from the combined cash flow of the bueaningfully accretive to earnings in fiscal year 2015. While our financial leverage will increase, we expect to de-lever quickly from the combined cash flow of the businesses,” said Eric Dey, chief financial officer of FleetCor Technologies, Inc. “The new credit facility will also provide additional liquidity for future business development activity.”

Rationale

The acquisition of Comdata is expected to provide a number of benefits to FleetCor:

• Expanding FleetCor’s North American fuel card business into new, unserved markets, thereby expanding potential.
• Enabling entry into the virtual payments space, an early innings high growth category that could one day be a very substantial business.
• Dramatically increasing FleetCor’s overall scale, earnings base, and diversity, further strengthening the company over the long haul.

Preliminary 2015 Outlook

Based on FleetCor’s preliminary estimates for the core business in 2015, current expectations for accretion from the Comdata acquisition, and anticipated financing terms to fund the acquisition, the company is making the following 2015 projections:

• Comdata contributing $0.50 to $0.60 adjusted net income per diluted share
• FleetCor consolidated adjusted net income per diluted share of between $6.25 and $6.45
• The midpoint of $6.35 represents 25% growth over FleetCor’s recent guidance of $5.07 at the midpoint for 2014

FleetCor’s fiscal-year guidance assumptions for 2015 are as follows:

• Comdata closing by the end of December 2014
• Full year tax rate of 31.4%
• Fully diluted shares outstanding of 95 million shares
• No impact related to acquisitions or material new partnership agreements not already disclosed
• Excludes impact of SVS as we continue to evaluate the business fit with FleetCor

The transaction is subject to regulatory approvals and other customary closing conditions. Barclays acted as financial advisor to FleetCor, and Alston & Bird provided legal counsel. J.P. Morgan and Deutsche Bank acted as financial advisors and Weil, Gotshal & Manges LLP provided legal counsel to Ceridian LLC.