WEX Inc. Eyes Tender Offer and $500 Million Senior Notes Offering

WEX Inc. (NYSE: WEX) announced on February 25, 2025 its current intention to launch a “modified Dutch auction” tender offer to purchase up to $750 million of its common stock. The cash tender offer is expected to be priced between a minimum of $148 and a maximum of $170 per share. Should the offer proceed as planned, it is scheduled to commence on February 26, 2025 and remain open until one minute after 11:59 p.m. Eastern Time on March 25, 2025, unless extended or terminated earlier.

In conjunction with the tender offer announcement, WEX also revealed plans for a proposed $500 million aggregate principal amount senior unsecured notes offering, with the notes due 2033. The private offering, exempt from registration under the Securities Act of 1933, is designed for qualified institutional buyers under Rule 144A and for non-U.S. investors under Regulation S. According to the company, the notes will be guaranteed on a senior unsecured basis by each of its wholly owned domestic subsidiaries that currently guarantee WEX’s senior secured credit facilities.

WEX stated that the net proceeds from the notes offering, together with the net proceeds from a proposed new Incremental Term Loan B facility valued at $500 million and existing cash on hand, will be used primarily to fund the aforementioned tender offer. The company also intends to use a portion of the proceeds to repay approximately $250 million under the revolving portion of its senior secured credit facilities as well as to cover related fees and expenses. If the tender offer does not proceed, WEX may allocate the net proceeds for general corporate purposes, including potential additional repurchases of its common stock.

The filing noted that pricing for the senior notes is subject to market conditions and other factors, and that neither the tender offer nor the Incremental Term Loan B facility is guaranteed to be consummated. In anticipation of the tender offer, additional documentation will be filed with the Securities and Exchange Commission, offering shareholders full details regarding the terms and conditions should the offer commence.

WEX, a global commerce platform known for simplifying business operations through a diverse ecosystem of payment and mobility solutions, emphasized that these initiatives reflect its ongoing commitment to optimizing its capital structure and supporting shareholder value. Forward-looking statements regarding the tender offer and notes offering were made in the company’s filings, and investors are cautioned that actual results may differ from those anticipated due to various risks and uncertainties.

The company’s public disclosures provide further detail on potential risks and assumptions associated with these initiatives, underscoring that the tender offer has not yet commenced and that the proposed notes offering is subject to market and regulatory conditions.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read WEX’s 8K filing here.

About WEX

WEX Inc operates a commerce platform in the United States and internationally. The Mobility segment offers fleet vehicle payment solutions, transaction processing, and information management services; and provides account activation and account retention services; authorization and billing inquiries, and account maintenance services; account management; credit and collections services; merchant services; analytics solutions; and ancillary services and offerings.