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CORPAY, INC.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

CPAY$455.16+1.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001628280-25-024747

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001175454-25-000018

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 190 previous paragraphs and 235 current paragraphs.

133 unchanged; 53 reworded; 34 added; 4 removed; 0 previous and 15 current paragraphs rearranged.

Tables are not compared: 14 previous and 16 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (34)

Current report

On July 4, 2025, the "One Big Beautiful Bill Act" (the "Act") was enacted in the U.S. The Act makes certain tax provisions from the 2017 Tax Cuts and Jobs Act permanent, introduces new tax provisions with varying effective dates, and rolls back certain incentives from the 2022 Inflation Reduction Act, among other provisions. We are in the process of evaluating the impact the Act could have on our financial position, results of operations and cash flows. All impacts from the Act will be reflected in future reporting periods.

Current report

•In July 2025, we announced pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers a firm intention to make a cash offer to acquire 100% of Alpha Group International plc (LSE: ALPHA) ("Alpha"). The acquisition is to be effected by means of a court-sanctioned scheme (the "Scheme") of arrangement under Part 26 of the UK Companies Act 2006. The acquisition values Alpha at an enterprise valuation of approximately $2.2 billion. Alpha is a leading provider of B2B cross border foreign exchange solutions to corporations and investment funds in the United Kingdom and Europe. Alpha pioneered alternative bank accounts as a simpler, faster way for investment managers to fund their investments and pay expenses anywhere in Europe. The transaction is expected to close in the fourth quarter of 2025, subject to shareholder and regulatory approval, court approval of the Scheme and standard closing conditions and will be reflected in our Corporate Payments segment.

Current report

•In July 2025, we announced the divestiture of one of our legacy lower growth private label fuel card portfolios. We expect to receive approximately $60 million in proceeds for the divestiture, which is expected to close in the fourth quarter of 2025. Revenues generated from the portfolio are included in our Vehicle Payments segment.

Current report

General and administrative. General and administrative expenses were $177.0 million in the three months ended June 30, 2025, an increase of 15.1% from the prior period. The increase in general and administrative expenses was primarily due to acquisition-related deal fees, information technology investments and approximately $7 million of expenses related to acquisitions completed in 2024 and 2025.

Current report

Consolidated operating income was $479.4 million in the three months ended June 30, 2025, an increase of 10.6% compared to the prior period due to the reasons discussed above.

Current report

Other (income) expense, net. Other income, net was $10.6 million in the three months ended June 30, 2025 primarily dueto a gain realized upon the disposition of a cost method investment in the second quarter of 2025.

Current report

Corporate Payments operating income was$161.2 million in the three months ended June 30, 2025, an increase of 33.7% from the prior period. Corporate Payments operating income increased primarily due to organic revenue growth, integration synergies and the impact of our acquisitions, partially offset by sales investments to grow the business and one-time integration expenses.

Current report

Six months ended June 30, 2025 compared to the six months ended June 30, 2024

Current report

Operating income was $906.5 million in the six months ended June 30, 2025, an increase of 9.1% compared to the prior period. The increase in operating income was primarily due to the reasons discussed above.

Current report

Other (income) expense, net. Other income, net was $6.5 million in the six months ended June 30, 2025 primarily dueto the disposition of a cost method investment in the second quarter of 2025, as compared to other expense, net of$7.4 million for the six months ended June 30, 2024 primarily due to the impact of fluctuations in foreign exchange rates on non-functional currency balances.

Current report

Vehicle Payments revenues were$1,012.6 million in thesix months ended June 30, 2025, an increase of 0.8%, from the prior period. Vehicle Payments revenues increased primarily due to organic revenue growthof 8% driven by new sales growth and the impact of acquisitions, which contributed approximately $13 million in revenue. These increases were partially offset by unfavorable exchange rates on revenue of $47 million, the disposition of our merchant solutions business in December 2024, which lowered revenue by approximately$19 million, the unfavorable impact of fuel price spreads of approximately $13 million and unfavorable fuel prices of approximately $8 million.

Current report

Corporate Payments operating income was $297.1 million in thesix months ended June 30, 2025, an increase of 31.9% from the prior period. Corporate Payments operating income increased primarily due to reasons discussed above and integration synergies, partially offset by sales investments to grow the business and one-time integration expenses.

Current report

Lodging Payments revenues were $230.0 million in the six months ended June 30, 2025, a decrease of 1.6% from the prior period. The decrease in Lodging Payments revenues was primarily due to a decline in room nights in our airline business from prior year, partially offset by room night volume increases in the workforce solution.

Current report

Lodging Payments operating income was $92.9 million in the six months ended June 30, 2025, a decrease of 10.4% from the prior period. Lodging Payments operating income and margin declined from the prior period due to the reasons discussed above.

Current report

Other revenues were $120.5 million in the six months ended June 30, 2025, an increase of 1.2% from the prior period, driven by the timing of gift card sales and increases in gift card transaction volume, partially offset by declines in our payroll card business.

Current report

Other operating income was$36.2 million in the six months ended June 30, 2025, an increase of 6.3% from the prior period due to the reasons discussed above.

Current report

In July 2025, we entered into two additional receive-variable SOFR, pay-fixed interest rate swap derivative contracts with a total notional U.S. dollar value of $500 million to replace our previous interest rate swap derivative contracts with an equivalent notional value that matured on July 31, 2025. The maturity dates of the new interest rate swap contracts are January 31, 2029 and July 31, 2029.

Current report

In July 2025, we announced pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers a firm intention to make a cash offer to acquire 100% of Alpha Group International plc (LSE: ALPHA) ("Alpha"). The acquisition is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. The acquisition values Alpha at an enterprise valuation of approximately $2.2 billion. Alpha is a leading provider of B2B cross border foreign exchange solutions to corporations and investment funds in the United Kingdom and Europe. Alpha pioneered alternative bank accounts as a simpler, faster way for investment managers to fund their investments and pay expenses anywhere in Europe.

Current report

The transaction is expected to close in the fourth quarter of 2025, subject to shareholder and regulatory approval, court approval of the Scheme and standard closing conditions and will be reflected in our Corporate Payments segment. We expect to fund the acquisition through a combination of cash, debt, bank capital optimization and non-core divestitures.

Current report

On July 23, 2025, we entered into a bridge term loan credit agreement with BOFA Securities, Inc., Barclays Bank PLC and JPMorgan Chase Bank, N.A., pursuant to which, among other things, those lenders have committed to provide debt financing, consisting of a £1.875 billion bridge facility (the “Bridge Facility”), to fund the cash consideration payable pursuant to the acquisition and to fund costs and expenses in connection with the acquisition. The obligation of the lenders to provide the financing contemplated by the Bridge Facility is subject to a number of customary conditions.

Current report

In July 2025, we announced the divestiture of one of our legacy lower growth private label fuel card portfolios. We expect to receive approximately $60 million in proceeds for the divestiture, which is expected to close in the fourth quarter of 2025. Revenues generated from the portfolio are included in our Vehicle Payments segment.

Current report

4 Represents discrete non-cash tax provision recognized in the second quarter of 2025 related to the remeasurement of deferred tax assets and liabilities as a result of a tax law change in California.

Current report

•the risks related to the completion of the acquisition of a partnership interest in AvidXchange and the acquisition of Alpha, including, in each case, the satisfaction of any conditions thereto;
Removed paragraphs (4)

Previous report

Consolidated operating income was $427.1 million in the three months ended March 31, 2025, an increase of 7.5% compared to the prior period due to the reasons discussed above.

Previous report

Other expense, net. Other expense, net was $4.1 million in the three months ended March 31, 2025 primarily dueto the loss realized on a cash flow hedge associated with foreign currency movements related to our acquisition of Gringo during the first quarter of 2025.

Previous report

Corporate Payments operating income was $135.9 million in the three months ended March 31, 2025, an increase of 29.8% from the prior period. Corporate Payments operating income and margin increased primarily due to organic revenue growth, operating leverage and integration synergies, as revenues grew faster than expenses and the impact of our acquisitions, partially offset by higher selling expenses incurred to grow the business.
Reworded paragraphs (53)

Previous wording

The following discussion and analysis of our financial condition and results of operations generally discusses the three months ended March 31, 2025 and 2024, with period-over-period comparisons between these periods. A detailed discussion of 2024 items and period-over-period comparisons between the three months ended March 31, 2024 and 2023 that are not included in this Quarterly Report on Form 10-Q can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024.

Current wording

The following discussion and analysis of our financial condition and results of operations generally discusses the three and six months ended June 30, 2025 and 2024, with period-over-period comparisons between these periods. A detailed discussion of 2024 items and period-over-period comparisons between the three and six months ended June 30, 2024 and 2023 that are not included in this Quarterly Report on Form 10-Q can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part I, Item 2 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

Previous wording

Businesses spend an estimated $145 trillion each year in transactions with other businesses. In many instances, businesses lack the proper tools to monitor what is being purchased and employ manual, paper-based, disparate processes and methods to both approve and make payments for their business-to-business purchases. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more.

Current wording

Businesses spend an estimated $145 trillion each year in transactions with other businesses. In many instances, businesses lack the proper tools to monitor what is being purchased and employ manual, paper-based, disparate processes and methods to both approve and make payments for their business-to-business ("B2B") purchases. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions and more.

Previous wording

Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay. Set forth below are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the three months ended March 31, 2025 and 2024, (in millions, except per share amounts).

Current wording

Revenues, net, Net Income Attributable to Corpay and Net Income Per Diluted Share Attributable to Corpay. Set forth below are revenues, net, net income attributable to Corpay and net income per diluted share attributable to Corpay for the three and six months ended June 30, 2025 and 2024, (in millions, except per share amounts).

Previous wording

Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin for the three months ended March 31, 2025 and 2024 (in millions, except per share amounts).

Current wording

Adjusted Net Income Attributable to Corpay, Adjusted Net Income Per Diluted Share Attributable to Corpay, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin. Set forth below are adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin for the three and six months ended June 30, 2025 and 2024 (in millions, except per share amounts).

Previous wording

Corpay offers a variety of payment solutions that simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in three geographies, with 81% of our revenues generated in the U.S., Brazil and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as consumers.

Current wording

Corpay offers a variety of payment solutions that simplify, automate, secure, digitize and effectively control the way businesses and consumers manage and pay their expenses. We provide our payment solutions to our business, merchant, consumer and payment network customers in more than 200 countries around the world today, although we operate primarily in three geographies, with 80% of our revenues generated in the U.S., Brazil and the U.K. Our customers may include commercial businesses (obtained through direct and indirect channels) and partners for whom we manage payment programs, as well as consumers.

Previous wording

Revenues, net, by Segment. For the three months ended March 31, 2025 and 2024, our segments generated the following revenues, net (in millions).

Current wording

Revenues, net, by Segment. For the three and six months ended June 30, 2025 and 2024, our segments generated the following revenues, net (in millions).

Previous wording

In our Corporate Payments segment, our payables business primarily earns revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given transaction, as interchange or spread revenue. Our programs may also charge fixed fees for access to the network and ancillary services provided. Revenues from risk management products and foreign exchange payment services are primarily comprised of the difference between the exchange rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border payments business, the majority of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. Our cross-border payments business also derives revenue from our risk management business, which aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Our performance obligation in our foreign exchange payment services is providing a foreign currency payment to a customer's designated recipient and therefore, we recognize revenue when the underlying payment is made. We also generate float revenue earned on invested customer funds in jurisdictions where permitted.

Current wording

In our Corporate Payments segment, our payables business primarily earns revenue from the difference between the amount charged to the customer and the amount paid to the third party for a given transaction, as interchange or spread revenue. Our programs may also charge fixed fees for access to the network and ancillary services provided. Revenues from risk management products and foreign exchange payment services are primarily comprised of the difference between the exchange rate we set for the customer and the rate available in the wholesale foreign exchange market. In our cross-border business, the majority of revenue is from exchanges of currency at spot rates, which enables customers to make cross-currency payments. Our cross-border business also derives revenue from our risk management business, which aggregates foreign currency exposures arising from customer contracts and economically hedges the resulting net currency risks by entering into offsetting contracts with established financial institution counterparties. Our performance obligation in our foreign exchange payment services is providing a foreign currency payment to a customer's designated recipient and therefore, we recognize revenue when the underlying payment is made. We also generate float revenue earned on invested customer funds in jurisdictions where permitted.

Previous wording

Revenues, net, by Geography. Revenues, net by geography for the three months ended March 31, 2025 and 2024, were as follows (in millions):

Current wording

Revenues, net, by Geography. Revenues, net by geography for the three and six months ended June 30, 2025 and 2024, were as follows (in millions):

Previous wording

•Other expense, net—Our other expense, net includes gains or losses from the following: sales of assets or businesses, foreign currency transactions, extinguishment of debt and investments. This category also includes other miscellaneous non-operating costs and revenue. Certain of these items may be presented separately on the Consolidated Statements of Income.

Current wording

•Other (income) expense, net—Our other (income) expense, net includes gains or losses from the following: sales of assets or businesses, foreign currency transactions, extinguishment of debt and investments. This category also includes other miscellaneous non-operating costs and revenue. Certain of these items may be presented separately on the Consolidated Statements of Income.

Previous wording

•Foreign currency changes—Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, euro, Mexican peso, and New Zealand dollar, relative to the U.S. dollar. Approximately 50% and 52% of our revenue in the three months ended March 31, 2025 and 2024, respectively, was derived in U.S. dollars and was not affected by foreign currency exchange rates. See "Results of Operations" for information related to foreign currency impact on our total revenue, net.

Current wording

•Foreign currency changes—Our results of operations are significantly impacted by changes in foreign currency exchange rates; namely, by movements of the Australian dollar, Brazilian real, British pound, Canadian dollar, Czech koruna, euro, Mexican peso, and New Zealand dollar, relative to the U.S. dollar. Approximately 50% and 52% of our revenue in the six months ended June 30, 2025 and 2024, respectively, was derived in U.S. dollars and was not affected by foreign currency exchange rates. See "Results of Operations" for information related to foreign currency impact on our total revenue, net.

Previous wording

•Fuel price volatility—Our Vehicle Payments customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We estimate approximately 8% of revenues, net were directly impacted by changes in fuel price in both the three months ended March 31, 2025 and 2024. See "Results of Operations" for information related to the fuel price impact on our total revenues, net.

Current wording

•Fuel price volatility—Our Vehicle Payments customers use our products and services primarily in connection with the purchase of fuel. Accordingly, our revenue is affected by fuel prices, which are subject to significant volatility. A change in retail fuel prices could cause a decrease or increase in our revenue from several sources, including fees paid to us based on a percentage of each customer’s total purchase. Changes in the absolute price of fuel may also impact unpaid account balances and the late fees and charges based on these amounts. We estimate approximately 8% and 9% ofrevenues, net were directly impacted by changes in fuel price in both the six months ended June 30, 2025 and 2024, respectively. See "Results of Operations" for information related to the fuel price impact on our total revenues, net.

Previous wording

•Fuel-price spread volatility—A portion of our revenue involves transactions where we derive revenue from fuel price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. The inverse of these situations produces fuel price spread expansion. We estimate approximately 4% and 5% of revenues, net were directly impacted by fuel price spreads in the three months ended March 31, 2025 and 2024, respectively. See "Results of Operations" for information related to the fuel price spread impact on our total revenues, net.

Current wording

•Fuel-price spread volatility—A portion of our revenue involves transactions where we derive revenue from fuel price spreads, which is the difference between the price charged to a fleet customer for a transaction and the price paid to the merchant for the same transaction. In these transactions, the price paid to the merchant is based on the wholesale cost of fuel. The merchant’s wholesale cost of fuel is dependent on several factors including, among others, the factors described above affecting fuel prices. The fuel price that we charge to our customer is dependent on several factors including, among others, the fuel price paid to the merchant, posted retail fuel prices and competitive fuel prices. We experience fuel price spread contraction when the merchant’s wholesale cost of fuel increases at a faster rate than the fuel price we charge to our customers, or the fuel price we charge to our customers decreases at a faster rate than the merchant’s wholesale cost of fuel. The inverse of these situations produces fuel price spread expansion. We estimate approximately 4% and 5% of revenues, net were directly impacted by fuel price spreads in the six months ended June 30, 2025 and 2024, respectively. See "Results of Operations" for information related to the fuel price spread impact on our total revenues, net.

Previous wording

In May 2025, the Company and TPG formed a limited partnership that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”). AvidXchange is a provider of accounts payable (AP) automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals, AvidXchange shareholder approval and other standard closing conditions.

Current wording

•In May 2025, we along with TPG formed a limited partnership that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”). AvidXchange is a provider of accounts payable (AP) automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals, AvidXchange shareholder approval and other standard closing conditions.

Previous wording

We invested approximately $550 million for approximately 34% of the equity in the limited partnership for an approximately $1.9 billion enterprise valuation. The partnership will utilize approximately $450 million of debt financing to consummate the transaction. TPG will hold approximately 57% of the equity, and the management team of AvidXchange will hold the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after closing of the AvidXchange acquisition, we will have the right to acquire all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital. If, in fact, we achieve our business plan, then this could represent an attractive valuation. If we do not exercise such right to acquire all of the remaining outstanding equity and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, we will guarantee a return to our partners, subject to certain limitations, of approximately 1.6 times invested capital. The partnership will ultimately need to sell AvidXchange in 2029 for an approximately similar valuation as today’s acquisition price to avoid the requirement to pay any minimum return payment.

Current wording

We expect to invest approximately $550 million for approximately 34% of the equity in the limited partnership for an approximately $1.9 billion enterprise valuation. The partnership will utilize approximately $450 million of debt financing to consummate the transaction. TPG will hold approximately 56% of the equity, and the management team of AvidXchange will hold the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after closing of the AvidXchange acquisition, we will have the right to acquire all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital. If, in fact, we achieve our business plan, then this could represent an attractive valuation. If we do not exercise such right to acquire all of the remaining outstanding equity and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, we will guarantee a return to our partners, subject to certain limitations, of approximately 1.6 times invested capital. The partnership will ultimately need to sell AvidXchange in 2029 for an approximately similar valuation as today’s acquisition price to avoid the requirement to pay any minimum return payment.

Previous wording

•In December 2024, the Company acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $576.2 million, net of cash and cash equivalents acquired of $190.7 million. GPS provides business-to-business cross-border and treasury management solutions to upper middle market companies, primarily in the U.S. Results from GPS are reported in our Corporate Payments segment.

Current wording

•In December 2024, the Company acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $577.1 million, net of cash and cash equivalents acquired of $190.7 million. GPS provides business-to-business cross-border and treasury management solutions to upper middle market companies, primarily in the U.S. Results from GPS are reported in our Corporate Payments segment.

Previous wording

•During the year ended December 31, 2024, the Company also completed asset acquisitions for approximately$6.7 million.

Current wording

•During the year ended December 31, 2024, the Company also completed asset acquisitions for approximately $6.7 million.

Previous wording

Consolidated revenues were $1,005.7 million in the three months ended March 31, 2025, an increase of 7.5% compared to the prior period. The increase in consolidated revenues was due primarily to organic growth of 9%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 5% from acquisitions completed in 2024 and 2025. This growth was partially offset bythe negative impact of the macroeconomic environment anda pproximately$9 million from the disposition of our merchant solutions business in December 2024.

Current wording

Consolidated revenues were $1,102.0 million in the three months ended June 30, 2025, an increase of 12.9% compared to the prior period. The increase in consolidated revenues was due primarily to organic growth of 11%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 5% from acquisitions completed in 2024 and 2025. This growth was partially offset by the negative impact of the macroeconomic environment and approximately $10 million from the disposition of our merchant solutions business in December 2024.

Previous wording

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact of approximately $51 million on our consolidated revenues for the three months ended March 31, 2025 over the comparable period in 2024. This negative impact was driven primarily by unfavorable foreign exchange rates of approximately

Current wording

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impact of approximately $19 million on our consolidated revenues for the three months ended June 30, 2025 over the comparable period in 2024. This negative impact was driven primarily by unfavorable foreign exchange rates of approximately $7 million, driven by our Brazil business but partially offset by our UK and Euro-denominated businesses, the unfavorable impact of fuel price spreads of approximately $7 million and unfavorable fuel prices of approximately $6 million.

Previous wording

Processing. Processing expenses were $221.8 million in the three months ended March 31, 2025, an increase of 7.0% compared to the prior period. Increases in processing expenses were primarily due to approximately $16 million of expenses related to acquisitions completed in 2024 and 2025, higher variable expenses driven by increased transaction volumes and investments to drive future growth and higher bad debt of approximately $7 million. The increases were partially offset by the impact of foreign exchange rates of approximately $10 million and the impact of the disposition of our merchant solutions business of approximately $5 million.

Current wording

Processing. Processing expenses were $238.5 million in the three months ended June 30, 2025, an increase of 14.0% compared to the prior period. Increases in processing expenses were primarily due to approximately $14 million of expenses related to acquisitions completed in 2024 and 2025, higher variable expenses driven by increased transaction volumes and investments to drive future growth and higher bad debt of approximately $3 million due to increased transaction volumes. The increases were partially offset by the impact of foreign exchange rates of approximately $3 million and the impact of the disposition of our merchant solutions business of approximately $5 million.

Previous wording

We have a portfolio of interest rate swaps, which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges. During the three months ended March 31, 2025, as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense of $9.8 million.

Current wording

We have a portfolio of interest rate swaps, which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges. During the three months ended June 30, 2025, as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense of $9.9 million.

Previous wording

Provision for income taxes. The provision for income taxes and effective tax rate were $83.6 million and 25.5%, respectively, for the three months ended March 31, 2025, compared to $75.5 million and 24.7%, respectively, for the prior period. Income tax expense is based on an estimated annual effective rate, which requires us to make our best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognized in the period in which such occur. Our effective income tax rate for the three months ended March 31, 2025 differs from the U.S. federal statutory rate due primarily to the unfavorable impact of state taxes net of federal benefits, additional taxes on undistributed foreign-sourced income and foreign withholding taxes on interest income from intercompany notes. The effective tax rate increase for the three months ended March 31, 2025 was driven primarily by the mix of earnings.

Current wording

Provision for income taxes. The provision for income taxes and effective tax rate were $109.0 million and 27.7%, respectively, for the three months ended June 30, 2025, compared to $82.5 million and 24.7%, respectively, for the prior period. Income tax expense is based on an estimated annual effective rate, which requires us to make our best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognized in the period in which such occur. Our effective income tax rate for the three months ended June 30, 2025 differs from the U.S. federal statutory rate due primarily to the unfavorable impact of state taxes net of federal benefits, additional taxes on undistributed foreign-sourced income and foreign withholding taxes on interest income from intercompany notes. The effective tax rate increase for the three months ended June 30, 2025 was driven primarily by the mix of earnings, the adoption of Pillar Two legislation, which resulted in a global minimum tax at a rate of 15% that impacted two jurisdictions in which we operate, and due to new state apportionment rules resulting in the revaluation of deferreds in the current period.

Previous wording

Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay increased to $243.2 million, or 5.9%, from the prior period, during the three months ended March 31, 2025.

Current wording

Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay increased to $284.2 million, or 12.9%, from the prior period, during the three months ended June 30, 2025.

Previous wording

Vehicle Payments revenues were $487.1 million in the three months ended March 31, 2025, a decrease of 1.4% from the prior period. Vehicle Payments revenues decreased primarily due tounfavorable changes in foreign exchange rates on revenue of $36 million, the disposition of our merchant solutions business in December 2024, which lowered revenue by approximately $9 million, the unfavorable impact of fuel price spreads of approximately $6 million and unfavorable fuel prices of approximately $3 million. These decreases were partially offset by organic revenue growthof 8% and new sales growth in our international markets and the impact of our acquisitions, which contributed approximately$9 million.

Current wording

Vehicle Payments revenues were$525.5 million in the three months ended June 30, 2025, an increase of 3.0% from the prior period. Vehicle Payments revenues increased primarily due to organic revenue growthof 9% and new sales growth in our international markets and the impact of our acquisitions, which contributed approximately$4 million. These increases were partially offset byunfavorable changes in foreign exchange rates on revenue of $10 million, the disposition of our merchant solutions business in December 2024, which lowered revenue by approximately $10 million, the unfavorable impact of fuel price spreads of approximately $7 million and unfavorable fuel prices of approximately $6 million.

Previous wording

Vehicle Payments operating income was $230.2 million, an increase of 2.0% from the prior period. Vehicle Payments operating income and margin increased in the three months ended March 31, 2025 primarily due to organic revenue growth and the impact of our acquisitions discussed above, partially offset by the unfavorable macroeconomic environment and the impact of the disposition of our merchant solutions business, which resulted in lower operating income of approximately $5 million.

Current wording

Vehicle Payments operating income was$250.1 million, an increase of 3.3% from the prior period. Vehicle Payments operating income and margin increased in the three months ended June 30, 2025 primarily due to organic revenue growth and the impact of our acquisitions discussed above, partially offset by the unfavorable macroeconomic environment and the impact of the disposition of our merchant solutions business, which resulted in lower operating income of approximately $6 million.

Previous wording

Corporate Payments revenues were $352.7 million in the three months ended March 31, 2025, an increase of 32.9% from the prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 19%, driven by 19% growth in spend volume, strong new sales in our payables and cross-border solutions and the impact of our acquisitions, which contributed approximately $36 million in revenues.

Current wording

Corporate Payments revenues were$391.9 million in the three months ended June 30, 2025, an increase of 35.9% from the prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 18%, driven by 19% growth in spend volume, strong new sales in our payables and cross-border solutions and the impact of our acquisitions, which contributed approximately $42 million in revenues.

Previous wording

Lodging Payments revenues were $110.2 million in the three months ended March 31, 2025, a decrease of 1.0% from the prior period. The decrease in Lodging Payments revenues wasprimarily due to continued weakness in the airline solution, offset by room night volume increases in the workforce solution.

Current wording

Lodging Payments revenues were$119.8 million in the three months ended June 30, 2025, a decrease of 2.1% from the prior period. The decrease in Lodging Payments revenues wasprimarily due to continued weakness in the airline solution and lower emergency-related activity, partially offset by room night volume increases in the workforce solution.

Previous wording

Lodging Payments operating income was $43.3 million in the three months ended March 31, 2025, a decrease of 8.5% from the prior period. Lodging Payments operating income and margin declined due to the reasons discussed above.

Current wording

Lodging Payments operating income was $49.6 million in the three months ended June 30, 2025, a decrease of 12.1% from the prior period. Lodging Payments operating income and margin declined due to the reasons discussed above.

Previous wording

Other revenues were $55.7 million in the three months ended March 31, 2025, a decrease of 13.7% from the prior period, due to lower volume in our payroll card business and timing of transactions in our gift business.

Current wording

Other revenues were $64.8 million in the three months ended June 30, 2025, an increase of 18.8% from the prior period, due to timing of transactions in our Gift business.

Previous wording

Other operating income was $17.7 million in the three months ended March 31, 2025, a decrease of 10% from the prior period, primarily due to the reasons discussed above.

Current wording

Other operating income was $18.5 million in the three months ended June 30, 2025, an increase of 28.5% from the prior period, primarily due to the reasons discussed above.

Previous wording

$42 million mostly in our Brazil business and the unfavorable impact of fuel price spreads of approximately $6 million and unfavorable fuel prices of approximately $3 million.

Current wording

Although we cannot precisely measure the impact of the macroeconomic environment, in total we believe it had a negative impactof approximately $70 millionon our consolidated revenues for the six months ended June 30, 2025 over the comparable period in 2024, driven primarily by unfavorable foreign exchange rates of approximately $49 million, mostly in our Brazil business, the unfavorable fuel price spreads of approximately $13 million andthe unfavorable impact of fuel prices of approximately $9 million.

Previous wording

Selling. Selling expenses were$107.6 million in the three months ended March 31, 2025, an increase of 14.2% from the prior period. Increases in selling expenses were primarily due to increased commissions from higher sales volume and approximately $9 million of expenses related to acquisitions completed in 2024 and 2025. These increases were partially offset by the impact of foreign exchange rates of approximately $4 million.

Current wording

Selling. Selling expenses were $223.3 million in the six months ended June 30, 2025, an increase of 18.0% from the prior period. Increases in selling expenses were primarily due to sales and marketing investments to drive future growth, increased commissions from higher sales volume and approximately $17 million of expenses related to acquisitions completed in 2024 and 2025. The increases were partially offset by the impact of foreign exchange rates of approximately $4 million.

Previous wording

General and administrative. General and administrative expenses were$157.0 million in the three months ended March 31, 2025, an increase of 3.8% from the prior period. Theincrease in general and administrative expenses was primarily due to approximately$7 million of expenses related to acquisitions completed in 2024 and 2025. These increases were partially offset by the impact of foreign exchange rates of approximately $3 million.

Current wording

General and administrative. General and administrative expenses were $334.0 million in the six months ended June 30, 2025, an increase of 9.5% from the prior period. The increase in general and administrative expenses was primarily due to acquisition-related deal fees, information technology investments and approximately $14 million of expenses related to acquisitions completed in 2024 and 2025. The increases were partially offset by the impact of foreign exchange rates of approximately $3 million and lower stock-based compensation expense.

Previous wording

Depreciation and amortization. Depreciation and amortization expenses were $92.2 million in the three months ended March 31, 2025, an increase of 8.8% from the prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures and$7 million of expenses related to acquisitions completed in 2024 and 2025. These increases were partially offset by the favorable impact of foreign exchange rates of approximately $3 million.

Current wording

Depreciation and amortization. Depreciation and amortization expenses were $183.5 million in the six months ended June 30, 2025, an increase of 8.5% from the prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures and approximately $16 million of expenses related toacquisitions completed in 2024 and 2025. These increases were offset by the impact of foreign exchange rates of approximately $3 million.

Previous wording

Interest expense, net. Interest expense, net was $93.9 million in the three months ended March 31, 2025, an increase of $4.8 million from the prior period. The increase in net interest expense was primarily due to increased borrowings used for acquisitions, partially offset by lower interest rates and higher interest income due to higher deposit balances. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

Current wording

Interest expense, net. Interest expense, net was $190.8 million in the six months ended June 30, 2025, an increase of $7.0 million from the prior period. The increase in interest expense was primarily due to increased borrowings used for acquisitions, partially offset by lower interest rates and higher interest income due to higher rates. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

Previous wording

Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility, Securitization Facility and other facilities (each discussed below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for at least the next 12 months and into the foreseeable future, based on our current assumptions. At March 31, 2025, we had approximately $2.8 billion in total liquidity, consisting of approximately $1.2 billion available under our Credit Facility (defined below) and unrestricted cash of $1.6 billion, a portion of which includes customer deposits or is required for working capital and regulatory purposes. Restricted cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, customer funds held for the benefit of others, collateral received from customers for cross-currency transactions in our cross-border payments business, which is restricted from use other than to repay customer deposits and to secure and settle cross-currency transactions, and collateral posted with banks for hedging positions in our cross-border payments business.

Current wording

Sources of liquidity. We believe that our current level of cash and borrowing capacity under our Credit Facility, Securitization Facility (as defined below) and other facilities (each discussed below), together with expected future cash flows from operations, will be sufficient to meet the needs of our existing operations and planned requirements for at least the next 12 months and into the foreseeable future, based on our current assumptions. At June 30, 2025, we had approximately $3.5 billion in total liquidity, consisting of approximately $1.4 billion available under our Credit Facility and unrestricted cash of $2.2 billion, a portion of which includes customer deposits or is required for working capital and regulatory purposes. Restricted cash primarily represents customer deposits repayable on demand held in certain geographies with legal restrictions, customer funds held for the benefit of others, collateral received from customers for cross-currency transactions in our cross-border business, which is restricted from use other than to repay customer deposits and to secure and settle cross-currency transactions, and collateral posted with banks for hedging positions in our cross-border business.

Previous wording

The following table summarizes our cash flows for the three month periods ended March 31, 2025 and 2024 (in millions).

Current wording

The following table summarizes our cash flows for the six month periods ended June 30, 2025 and 2024 (in millions).

Previous wording

Operating activities. Net cash used in operating activities was $74.2 million in the three months ended March 31, 2025, compared to net cash provided by operating activities of $350.2 million in the comparable prior period. This change in operating cash flows was primarily driven by changes in working capital.

Current wording

Operating activities. Net cash provided by operating activities was $1,066.1 million in the six months ended June 30, 2025, compared to $891.1 million in the comparable prior period. This increase in operating cash flows was primarily driven by changes in working capital.

Previous wording

Investing activities. Net cash used in investing activities was $183.9 million in the three months ended March 31, 2025 compared to $102.3 million in the comparable prior period. The increase in cash used for investing activities was primarily due to incremental spending on acquisitions completed in 2025 over the comparable period in 2024. Additionally, our capital expenditures were $44.8 million in the three months ended March 31, 2025, an increase of $3.6 million, or 9%, from $41.2 million in the comparable prior period due to the impact of acquisitions and continued investments in technology.

Current wording

Investing activities. Net cash used in investing activities was $222.6 million in the six months ended June 30, 2025 compared to $146.6 million in the comparable prior period. The increase in cash used for investing activities was primarily due to incremental spending on acquisitions completed in 2025 over the comparable period in 2024. Additionally, our capital expenditures were $97.4 million in the six months ended June 30, 2025, an increase of $12.1 million, or 14%, from $85.3 million in the comparable prior period due to the impact of acquisitions and continued investments in technology. The increase was partially offset by the sale of a cost method investment during the second quarter of 2025.

Previous wording

Financing activities. Net cash provided by financing activities was $142.3 million in the three months ended March 31, 2025 compared to net cash used in financing activities of $158.6 million in the comparable prior period. This change in financing cash flows was primarily due to (i) a decrease in outflows for repurchases of common stock of $230.1 million in 2025 over the comparable period in 2024 and (ii) an increase in net borrowings on our Credit Facility and Securitization Facility of $138.7 million in 2025 versus 2024.

Current wording

Financing activities. Net cash provided by financing activities was $78.4 million in the six months ended June 30, 2025 compared to net cash used in financing activities of $239.2 million in the comparable prior period. This change in financing cash flows was primarily due to a decrease in outflows for repurchases of common stock of $856.2 million in 2025 over the comparable period in 2024, partially offset by a decrease in net borrowings on our Credit Facility and Securitization Facility of $484.3 million in 2025 versus 2024.

Previous wording

Corpay Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are parties to a $8.3 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.8 billion, a Term Loan A facility in the amount of $3.3 billion and a Term Loan B facility in the amount of $3.2 billion. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.3 billion, with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and a sublimit for swing line loans. Proceeds from the credit facilities may be used for working capital purposes, acquisitions and other general corporate purposes. The maturity date for the Term Loan A and revolving credit facilities A and B is June 24, 2027. The Term Loan B has a maturity date of April 30, 2028.

Current wording

Corpay Technologies Operating Company, LLC, and certain of our domestic and foreign owned subsidiaries, as designated co-borrowers (the "Borrowers"), are parties to a $8.25 billion Credit Agreement (the "Credit Agreement"), with Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer and a syndicate of financial institutions (the "Lenders"), which has been amended multiple times. The Credit Agreement provides for senior secured credit facilities (collectively, the "Credit Facility") consisting of a revolving credit facility in the amount of $1.8 billion, a Term Loan A facility in the amount of $3.3 billion and a Term Loan B facility in the amount of $3.2 billion. The revolving credit facility consists of (a) a revolving A credit facility in the amount of $1.3 billion, with sublimits for letters of credit and swing line loans and (b) a revolving B facility in the amount of $500 million with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed in advance and a sublimit for swing line loans. Proceeds from the credit facilities may be used for working capital purposes, acquisitions and other general corporate purposes. The maturity date for the Term Loan A and revolving credit facilities A and B is June 24, 2027. The Term Loan B has a maturity date of April 30, 2028.

Showing the first 40 of 53 pairs. Open the source sections for the rest.

Rearranged current paragraphs (15)

Current report — wording carried from elsewhere

Selling. Selling expenses were $115.8 million in the three months ended June 30, 2025, an increase of 21.8% from the prior period. Increases in selling expenses were primarily due to marketing investments to drive future growth, increased commissions from higher sales volume and approximately $8 million of expenses related to acquisitions completed in 2024 and 2025.

Current report — wording carried from elsewhere

Depreciation and amortization. Depreciation and amortization expenses were $91.4 million in the three months ended June 30, 2025, an increase of 8.3% from the prior period. Depreciation and amortization expenses increased due to incremental investments in capital expenditures and$8 million of expenses related to acquisitions completed in 2024 and 2025.

Current report — wording carried from elsewhere

Interest expense, net. Interest expense, net was $96.9 million in the three months ended June 30, 2025, an increase of $2.2 million from the prior period. The increase in net interest expense was primarily due to increased borrowings used for acquisitions, partially offset by lower interest rates. The following table sets forth the average interest rates paid on borrowings under our Credit Facility, excluding the related unused facility fees and swaps.

Current report — wording carried from elsewhere

The following table sets forth selected unaudited consolidated statements of income for the six months ended June 30, 2025 and 2024 (in millions, except percentages)*.

Current report — wording carried from elsewhere

*The sum of the columns and rows may not calculate due to rounding.

Current report — wording carried from elsewhere

Consolidated revenues were $2,107.7 million in the six months ended June 30, 2025, an increase of 10.3% compared to the prior period. The increase in consolidated revenues was due primarily to organic growth of 10%, driven by increases in spend and transaction volumes, implementation and ramping of new sales and business initiatives. Consolidated revenues also grew 5% from acquisitions completed in 2024 and 2025. This growth was partially offset by the negative impact of the macroeconomic environment and approximately $19 million from the disposition of our merchant solutions business in December 2024.

Current report — wording carried from elsewhere

Processing. Processing expenses were $460.4 million in the six months ended June 30, 2025, an increase of 10.5% compared to the prior period. Increases in processing expenses were primarily due to approximately $30 million of expenses related to acquisitions completed in 2024 and 2025, higher variable expenses driven by increased transaction volumes and investments to drive future growth and higher bad debt of $10 million due to increased transaction volumes. The increases were partially offset by the impact of foreign exchange rates of approximately $13 million and the impact of the disposition of our merchant solutions business of approximately$9 million.

Current report — wording carried from elsewhere

We have a portfolio of interest rate swaps, which are designated as cash flow hedges and cross-currency interest rate swaps, which are designated as net investment hedges. During thesix months ended June 30, 2025, as a result of these swap contracts and net investment hedges, we recorded a benefit to interest expense, net of $19.7 million.

Current report — wording carried from elsewhere

Provision for income taxes. The provision for income taxes and effective tax rate were $192.6 million and 26.7% forthe six months ended June 30, 2025, compared to $158.0 million and 24.7% for the prior period. Income tax expense is based on an estimated annual effective rate, which requires us to make our best estimate of annual pretax accounting income or loss before consideration of tax or benefit discretely recognized in the period in which such occur. The increase in the provision for income taxes for the six months ending June 30, 2025 over the comparable period in 2024 was due to the mix of earnings, the adoption of Pillar Two legislation, which resulted in a global minimum tax at a rate of 15% that impacted two jurisdictions in which we operate, and due to new state apportionment rules resulting in the revaluation of deferreds in the current period.

Current report — wording carried from elsewhere

Net income attributable to Corpay. For the reasons discussed above, our net income attributable to Corpay increased to $527.4 million in the six months ended June 30, 2025, an increase of 9.6% from the prior period.

Current report — wording carried from elsewhere

Vehicle Payments operating income was$480.4 million in the six months ended June 30, 2025, an increase of 2.7% from the prior period primarily due to organic revenue growth and the impact of our acquisitions discussed above, partially offset by the unfavorable macroeconomic environment and the impact of the disposition of our merchant solutions business, which resulted in lower operating income of approximately $11 million.

Current report — wording carried from elsewhere

Corporate Payments revenues were $744.6 million in thesix months ended June 30, 2025, an increase of 34.4%, from the prior period. Corporate Payments revenues increased primarily due to organic revenue growth of 18%, driven by a 19% growth in spend volume, strong new sales in our payables and cross-border solutions and the impact of our acquisitions, which contributed approximately$78 million in revenue.

Current report — wording carried from elsewhere

In April 2025, we expanded our long-standing strategic partnership agreement with Mastercard to deliver an enhanced suite of corporate cross-border payment solutions. The transaction also includes an investment in our Cross-Border business with Mastercard acquiring a 2.8% interest in the Cross-Border business for $300 million. For six months starting on July 1, 2027 (subject to extension if investment closing is delayed), Mastercard will have the right to sell its interest back to us. If Mastercard does not exercise that right, for four months starting on April 1, 2028 (subject to extension if investment closing is delayed), we will have a reciprocal repurchase right. In each case, the purchase price is the amount of invested capital plus 8% per annum, compounded annually. The investment into our Cross-Border business is expected to close during the second half of 2025.

Current report — wording carried from elsewhere

In May 2025, we along with TPG formed a limited partnership that, through its wholly owned subsidiaries, entered into a definitive agreement to acquire AvidXchange Holdings, Inc (NASDAQ: AVDX) (“AvidXchange”). AvidXchange is a provider of accounts payable (AP) automation solutions to lower middle market companies with a focus on several verticals including real estate, homeowners associations, financial institutions and media. The transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals, AvidXchange shareholder approval and other standard closing conditions.

Current report — wording carried from elsewhere

We expect to invest approximately $550 million for approximately 34% of the equity in the limited partnership for an approximately $1.9 billion enterprise valuation. The partnership will utilize approximately $450 million of debt financing to consummate the transaction. TPG will hold approximately 56% of the equity, and the management team of AvidXchange will hold the remainder. In addition to other terms, the limited partnership agreement provides that, 33 months after closing of the AvidXchange acquisition, we will have the right to acquire all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital. If, in fact, we achieve our business plan, then this could represent an attractive valuation. If we do not exercise such right to acquire all of the remaining outstanding equity and TPG decides to sell the limited partnership to a third party within a period of 15 months thereafter, we will guarantee a return to our partners, subject to certain limitations, of approximately 1.6 times invested capital. The partnership will ultimately need to sell AvidXchange in 2029 for an approximately similar valuation as today’s acquisition price to avoid the requirement to pay any minimum return payment.