CORPAY, INC. — Capital/Financing Update 2011

Oct 6, 2011

Comment1

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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): September 30, 2011

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FleetCor Technologies, Inc. ______ (Exact name of registrant as specified in its charter)

Delaware	001-35004	72-1074903
___ (State or other jurisdiction	_______ (Commission	__ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
655 Engineering Drive, Suite 300, Norcross, Georgia		30092-2830
_________ (Address of principal executive offices)		_____ (Zip Code)

Registrant’s telephone number, including area code: (770) 449-0479

Not Applicable __________ Former name or former address, if changed since last report

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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))

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Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2011, subsidiaries of FleetCor Technologies, Inc. (the "Company") entered into a sixth amendment (the "Amendment") to its fourth amended and restated receivables purchase agreement among FleetCor Funding LLC, as seller, FleetCor Technologies Operating Company, LLC, as servicer, PNC Bank, National Association, as administrator, and the various purchaser agents, conduit purchasers and related committed purchasers parties thereto, which was amended and restated for the fourth time as of October 29, 2007 (the "Securitization Facility"). The Amendment permits the Company to sell receivables to the purchasers and repay purchasers on a non-ratable basis in order to take advantage of lower cost of capital of certain purchasers. The current purchase limit under the Securitization Facility remains $500 million. Except for the Securitization Facility, the Amendment and the performance guaranty related thereto, the Company and its affiliates do not have any material relationship with the parties to such agreements, except for PNC Bank, National Association, with which the Company has a commercial banking relationship.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits 10.1 Sixth Amendment to the Fourth Amended and Restated Receivables Purchase Agreement, dated September 30, 2011, among FleetCor Funding LLC, FleetCor Technologies Operating Company, LLC, the various purchaser agents, conduit purchasers and related committed purchasers listed on the signature pages thereto, and PNC Bank, National Association, as administrator.

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SIGNATURES

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.

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/s/ Sean Bowen
Name: Sean Bowen
Title: General Counsel

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Exhibit Index

Exhibit No.	Description
10.1	Sixth Amendment to the Fourth Amended and Restated Receivables Purchase Agreement, dated September 30, 2011

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