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Executives

Eric Dey – Chief Financial Officer

Ron Clarke – Chairman and Chief Executive Officer

Analysts

Phil Stiller – Citi

Tien-Tsin Huang – JPMorgan

Glenn Fodor – Morgan Stanley

Tim Willi – Wells Fargo

Roman Leal – Goldman Sachs

Robert Napoli – William Blair

FleetCor Technologies, Inc. (FLT) Acquisition of CTF Technologies Conference Call May 2, 2012 11:00 AM ET

Operator

Good morning ladies and gentlemen and thank you for standing by. Welcome to the FleetCor Technologies Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be opened for questions. (Operator Instructions)

I would now like to turn the conference over to Eric Dey, Chief Financial Officer. Please go ahead, sir.

Eric Dey – Chief Financial Officer

Good afternoon, everyone and thank you for joining us today. By now, everyone should have access to our press release announcing that we have signed a definitive agreement to acquire CTF Technologies, a leading fuel payment provider in Brazil. It can also be found at www.fleetcor.com under the Investor Relations section.

Before we begin our formal remarks, I need to remind everyone that part of our discussion today will include forward-looking statements regarding the transaction between FleetCor and CTF Technologies, future financial and operating results, benefits of the transaction, and other statements about management's future expectations believe, plan, or prospects. They are not guarantees of future performance, and therefore, you should not put any undue reliance on them. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect. Some of those risks are mentioned in our press release and our 8-K filed with the Securities and Exchange Commission.

In addition, during the course of this conference call, we may make reference to non-GAAP financial information, including adjusted revenues and adjusted net income. This information is not calculated in accordance with GAAP and maybe calculated differently than other companies similarly titled non-GAAP information. Quantitative reconciliation of our historical non-GAAP financial information to the most directly comparable GAAP financial information are included in our filings with the SEC which are also available through our website. We also ask that you limit your questions to only the acquisition. We will be hosting an earnings call next week to discuss the first quarter.

With that out of the way, I would like to turn the call over to Ron Clarke, our Chairman and CEO. Ron?

Ron Clarke – Chairman and Chief Executive Officer

Thanks, Eric and thanks everyone for joining the call today. I've got to say we were really excited to announce the CTF deal and to get it signed up. We have been on this transaction for quite sometime and have gotten to know the Founder, his team, and the business pretty well and we like what we see. We have said previously that our objective is to enter attractive markets, developing economies, so I hope it's clear upfront that this CTF deal is deal about entering Brazil and we like Brazil a lot. We think it sets up well for what we do in fuel cars.

So, with that, let me briefly describe the CTF business and our reason for doing the deal. So, first off, CTF is a 14-year-old business operating exclusively in Brazil. It's core business is to provide fleet payment services to mostly over the road heavy trucks. It's the big company. It processed over 3 billion leaders in 2011 and it's the clear market leader in this OTR segment. Its payment services are accepted by the two leading major oil retailers, Petrobras and Ipiranga. And together, they represent over 60% of all retail fuel purchases in Brazil.

In addition, the money movement, CTF settlements are handled by some of Brazil's largest banks, which is great. It leaves CTF out of the receivables financing in the credit extension business which we like. We also like the fact that the vast majority of CTF's revenue was fee-based. So, that's the core business.

In addition, CTF also operates the second business, which we call fuel control in which they use virtually the same fuel payment technology as the core business. And in this business, CTF has two very large clients. First, Vale, which is Brazil's largest mining company, and in this case, CTF helps control Vale's fuel usage really at its mines all throughout Brazil. And the second client, Petrobras is Brazil's largest oil company, and here CTF helps to control fuel movements between the ships that go out to the offshore drilling platforms. So, really a couple of businesses at CTF.

CTF is a steady stable business. It's got over 90% client-retention and very satisfied customers. And as part of this acquisition, we are getting some really attractive assets. The brand, the CTF brand, it's well-known and well-regarded among its core segments and its logo is displayed prominently at a number of the retail gas stations. We are getting a proven technology to control fuel purchasing in high-def markets. We are getting great long-term relationships with these two top major oil companies in Brazil, which is obviously critical to a fuel card company. We are getting a large, diverse, and satisfied client base and we are getting a good team, where we're getting an experienced team and a creative team. So, really a lot of good assets that constitute this platform for us.

So, now let me transition over to why we are doing this deal? And simply put we are doing this deal for one reason, which is to establish a position in Brazil and do it through a business that we know. This Brazil fuel card market is very attractive. It's large. It's about 20% the size in the U.S. market in terms of diesel consumption. It's growing. New vehicle sales are growing at about 15% per year and it's under-penetrated. It's predominately a cash voucher and house accounts market. So, really an attractive fuel card market. We also see a number of near-term upsides in growth opportunities for CTF. We are considering launching a traditional card-based fuel card program that would target smaller local fleets versus their current focus on heavy fleets.

And second, there is an opportunity to leverage the new (indiscernible) legislation, which is aimed at bringing card solutions to Brazil's independent truckers versus kind of in our (indiscernible) established IOU system that's in place today. We think there is opportunities to extend our Petrobras relationship into a new offshore drilling basin that they call pre-solved to do more things for Petrobras.

And then finally, we like the opportunity to export CTF's fuel petrol solutions to FleetCor's major oil partners and projects that are outside of Brazil, particularly in our clients and other high step markets. So, all-in-all, a really exciting set of upsides here.

So, in closing, I got to tell you we are very excited about this deal and very excited about the potential. We have acquired a good solid business with a good management team in a very, very attractive market. We are clear on how to approve profits. We have identified a set of really interesting upside opportunities and CTF certainly gives us the platform to do other things in Brazil. So, stay tuned for that.

So, with that, let me turn the call back over to Eric to provide a few more financial details. Eric?

Eric Dey – Chief Financial Officer

Thanks, Ron. Just to recap this morning we announced that we have signed an arrangement agreement to acquire CTF Technologies for $180 million. And for that, we will acquire all the outstanding stock in the business. FleetCor expects to finance the transaction with existing cash in the business and through its existing debt facility. The transaction is subject to certain conditions including CTF shareholder and court approval. We have received voting agreements from the holders of more than two-thirds of the CTF shares who have agreed to vote for the sale.

We expect the deal to close in approximately 60 days. After the closing, we expect to have approximately $275 million of unused capacity in our revolving credit facility. As a result of the additional borrowing, we expect our leverage ratio to increase slightly to approximately 1.8 times pro forma EBITDA well below our covenant level of 3.25 times. We expect the acquisition to be accretive to both revenue and profit in 2012 and expect the acquisition to add at least $0.04 to $0.05 in adjusted net income per diluted share, including deal and restructuring cost and assuming a close day of June 30.

As a remainder, adjusted net income is GAAP net income adjusted to eliminate non-cash stock-based compensation expense related to share-based compensation awards, amortization of deferred financing costs and intangible assets, and amortization of the premium recognized on the purchase of receivable. We will be providing additional guidance related to 2012 on the first quarter earnings call next week.

With that said operator, we’ll open it up for questions.

Question-and-Answer Session

Operator

Thank you, sir. We will now begin the question-and-answer session. (Operator Instructions) Our first question comes from the line of Phil Stiller with Citi. Please go ahead.

Phil Stiller – Citi

Hi guys. Congratulations on the deal.

Ron Clarke

Thanks Phil.

Phil Stiller – Citi

Just wanted to follow-up if I could on some more financial details, I know you talked about the EPS accretion. Can you talk about what revenue contributions are for the business margins and kind of historical patterns for the business?

Eric Dey

Yeah, Phil, at this time we haven’t disclosed, we are not going to disclose any of that information. We can talk about that a little bit more later down the road when we close the transaction.

Ron Clarke

Hey, Phil, it’s Ron. I would say one thing that this business is slightly lower in margin than our base business.

Phil Stiller – Citi

Okay. Should we expect it to be somewhat similar to some of your recent international acquisitions with revenue per transaction is initially lower and then you guys planned to ramp that over time?

Ron Clarke

Clearly, Phil, that is our objective. I mean, we buy underperforming assets and we improve the performance of those assets over time, so that is clearly one of our objectives with this asset as well.

Phil Stiller – Citi

And then Ron, you kind of laid out four areas of potential growth of the business in terms of launching the local fuel card and legislation and such. Can you talk about which of those are probably more of the near-term opportunities kind of timing and when they could expect the execution on those fronts?

Ron Clarke

Yeah, I’d say most of those still would be a next year set of projects for us, but they did pass this legislation this (indiscernible) legislation in the last couple of months, which is a big, big deal, because you’ve got these 1000 drivers using local merchants. They basically get financing to buy fuel and stuff. And so the legislation requires those guys to move over to a card-based program. So, that thing is live today, so I'd say that would be one of our big short-term priorities.

Phil Stiller – Citi

Okay. And then just last question from me, now you guys have made two pretty sizable acquisitions in the past six months. I know you said you still have capacity from a financial perspective, from a management of these acquisitions, are you still going to be active in the marketplace going forward?

Ron Clarke

I think Phil you know the answer to the question. Yes, we continue to have a good pipeline sitting here today and we hope to continue to bring good news to people, so yes.

Phil Stiller – Citi

Okay, great. Thanks.

Operator

Thank you. Our next question is from the line of Tien-Tsin Huang with JPMorgan. Please go ahead.

Tien-Tsin Huang – JPMorgan

Hey, good morning. Thanks for the details. Just obviously lot of things to digest here, it sounds good. I am just curious why is the company selling, was this a competitive bid? And I am curious on the customer concentration if you have some assurance those customers will stay?

Ron Clarke

Tien-Tsin, it's Ron. I'd always say to ask the seller as it relates to modes, but my hunch would be that the Founder has been at it a pretty long time and like everybody he is probably looking for bit of help. And so I would say that’s probably the primary motivation. And b) we start the company out. I think we tell you guys repeatedly that’s the game we are in. And so we've known this guy, I've known this guy for probably four years and we get actively involved with them almost a year ago again. And so, I would say, it's a process where the guy got comfortable with us as a buyer and a home for his people in this business.

Tien-Tsin Huang – JPMorgan

Understood. That’s good to know. Just how about Ron on the customer concentration and sort of the renewal risk there and also sort of key employee retention plans as I am sure you have a good handle on that, but anything you can share will be good?

Ron Clarke

Yeah. Let me Tien-Tsin on the customer side, so again its kind two businesses in this company. So, the first business, the answer is none. Right, there is thousands of customers of basically relatively small size trucking companies. On this fuel control side, there is really two gigantic companies, the biggest mining company in the country and the biggest oil company in the country. And although they don’t have what I would consider long-term contracts, they have enormous commitment to this thing, so these are deals changing that take literally years. There is engineering work to design specific stuff and to test the benefits of it and to deploy it. In Petrobras case to like 150 giant vessels going out to these oil platforms. And so what I'd say back is from our interviews with those accounts that the commitment levels to the program and the benefits that these guys talk about the 100, 201 kind of returns in terms of what they pay CTF versus what they say in kind of leakage. So, I would say, we got comfortable that these guys are in with CTF in the long-haul.

Tien-Tsin Huang – JPMorgan

Okay, that was good. It sounds like it is pretty well-integrated there. Just last couple, just same question on the employee side, I am assuming that you've got some commitments from the key focus there. And then just we look at sale of Redecard obviously very different business, but point of sale, lot of regulation there. Ron, how did you go about wedding sort of the regulatory situation in Brazil and how that might change the business in the mid-term?

Ron Clarke

Yes. So, first on the employee side yes, I would say, we got a commitment from the Founder that he is going stay with us kind of full-time for a year minimum and then he plans to hang on kind of an advisory capacity. And I'd say the next five or six most important guys are still kind of energized about this thing. They have been with this Founder a long time, but they will love it. So, my early sense is that a bunch of those guys will hang in. On the regulatory side as you know, this thing is a captive proprietary gain Tien-Tsing, so in a lot of ways, it misses some of the standard regulation. So, let me give an example of that, it's kind of unusual, but in that market, the bank cards have 30-day settlement terms.

Tien-Tsin Huang – JPMorgan

Right.

Ron Clarke

So, if you purchase that with a Visa or MasterCard, the merchant waits 30 days to basically get paid, whereas in most markets like here at Europe, obviously, settlement is the next day. And so that markets made a whole business out of advancing money to merchants and created this whole – basically this whole industry kind of around that timing.

Well, our company has different terms in that, I said directly between kind of the company and the merchants. So, it's outside of that kind of standard if you will – the card standardization. So, what I say as we got again relatively comfortable that regulation around what we do is pretty secure with the one exception of this regulation that they passed on this thing called (indiscernible), which is I don't know if you guys have any understanding of this. But basically for the last umpteen years, truck drivers pick up loads and basically get financing from merchants. It's kind of like pay day loans they literally go into a gas station and get money from the merchant and showing the low that he has and the merchant extends credit to serve the crazy system basically and the government is going to make all that volume basically go over to a more normal card finance kind of business and there is billions of leaders running to that old model. So, that step moves across, people like us that are in card programs are going to be big beneficiary. So, I say that's the one regulation that we studied hard and we like it, its bringing business our way.

Tien-Tsin Huang – JPMorgan

Got it, thank you so much.

Ron Clarke

Good to talk to you.

Tien-Tsin Huang – JPMorgan

Thanks, Ron.

Operator

Thank you. Our next question is from the line of Glenn Fodor with Morgan Stanley. Please go ahead.

Glenn Fodor – Morgan Stanley

Hi, good morning, congratulations on the acquisition sounds are interesting. Will you be integrating this platform in order to Global FleetNet?

Ron Clarke

Glenn, it's Ron. Not initially.

Glenn Fodor – Morgan Stanley

Is it the plan at some point or is it kind of a wait-and-see in (indiscernible)?

Ron Clarke

Yeah, this one is a little different. I didn't spend much time in the opening remarks. This one is a little different, Glenn because the technology to the payments is little weird, it's not card based like the rest of the businesses we are in. It's kind of an IRF kind of male, female technology because of the extreme set levels in this country.

Glenn Fodor – Morgan Stanley

Okay.

Ron Clarke

And they concluded the cars were sufficient protection so, the delta in the technology gives us path to try to kind of our card-based technology.

Glenn Fodor – Morgan Stanley

Okay. And then prior question related to contracts or things like that. But I think we touched on the ones with the banks on the oil companies, I mean, how can you joined our day to CTF and may be touched on little bit. But there is any sort of – is there any sort of contract there that is the timing issue or like are they all lined up for the same amount of time?

Ron Clarke

Yeah, that's actually a pretty attractive piece of this. Basically, the answer is yes, they tend to be five-year contracts between the two big oil companies, this Petrobras and Ipiranga. And the individual trucking clients, Glenn, so if you are Glenn's trucking, you sign up for a five-year deal with Ipiranga to buy fuel at their locations and use this system as the way to facilitated do, effectively CTF has a rolling set of contracts sitting through the 1000s and 1000s of clients they have. So, making it up 500 clients would have a one year term let, 500 clients would have two 500 would have five. So, basically this is whole rolling set, but again that the data that we got is over 90% retention so, obviously the stuff that it's coming up every one of those five years tends to roll again. So, I'd say we're pretty comfortable with the stickiness of the business.

Glenn Fodor – Morgan Stanley

Okay, great. And then finally you talked about taking this elsewhere if it was then are you concluded all with partnering with other banks, oil companies because of that relationship you have with your existing partners?

Ron Clarke

Yeah, what we're not, I mean, if you step back and think about what they’ve done, the biggest client of this company as a major oil company which is kind of half of the fleet core game.

Glenn Fodor – Morgan Stanley

Right.

Ron Clarke

Right, as they offering GFN and program management to big oil companies, do you think about our Russian business as an example where we have relationships obviously with the top two or three major oil companies in Russia, what a great product for us to go pitch that group of partners because my guess is without knowing that they have all the same problems that Brazil does in terms of how fuel moves around that country and moves out of platforms and so we are excited to go kind of tease that out as part of our GFM pitch.

Glenn Fodor – Morgan Stanley

Understood. Thank you, very helpful. Appreciate it.

Operator

Thank you. Our next question is from the line of Tim Willi with Wells Fargo. Please go ahead.

Tim Willi – Wells Fargo

Thanks and good morning. I wanted to ask a bit around the accretion, is there a curve here of investing, and I apologize if you talked about this, I hopped on a bit late but thinking about your U.K. transaction, or you talked about actually putting money into the platform, originally and then more accretion comes later. Is this similar here, do you, should we expect that accretion might be suppressed a little bit initially or we think about what you highlighted for the back half of ‘12 and sort of annualizing that as we go into ‘13, is that sort of the run rate we think about?

Eric Dey

Yeah, hey Tim, this is Eric. Yeah from a run rate perspective, I mean, certainly there as a business we acquired is in the range that I described on the call. So kind of $0.04, $0.05 accretion in the second half of the year, so you can obviously annualize that. Then as Ron mentioned in his part of the call, obviously our objective is to go back and make underperforming assets perform better. So, clearly we’re going to be work on rightsizing the business from a financial perspective but the benefits of that we’ll see primarily going into 2013.

Tim Willi – Wells Fargo

No is that comment, Eric one of cost cutting, when you say rightsizing or is that putting capital in some businesses that aren’t at their potential because they didn’t have enough investment and actually scaling them better?

Eric Dey

Yeah, let me take that one, Tim. I’d say it’s early and we’ll obviously come back to you guys as we dig in more and start to frame next year’s plan, but I’d say our thesis is there is a bunch of bad calories being eaten in this company and we love grow calories and so the handful of growth thing that we ticked off earlier. You should expect we’re going to spend more behind those times of things and as normally you should expect we’re going to spend less on what we call some of the bad calorie. So, I think it will be kind of redistribution really of expense. And then the second thing I’ll tell you is this Petrobras relationship that I described is new and its ramping up, so that’s going to give us some wind in this company as we head into next year. So we’ll get back but we think the things sets up as always to be more profitable next year.

Tim Willi – Wells Fargo

And as the Petrobras the new portion are you referring to the fuel control or to the acceptance for the OTR business.

Eric Dey

The first, the fuel control project that literally has just literally been ink in the last few months even though it’s been tested and kind of running for a year or so kind of the commercial side of it has just recently gone live.

Tim Willi – Wells Fargo

Okay. And last question again, I don’t know if I missed it, I apologize if I did, but could you give any kind of metric around trailing EBITDA or any way to think about the evaluation that was placed during the deal?

Unidentified Company Speaker

Tim, at this point we didn’t provide any guidance to that effect. As I mentioned on the call there is kind of a 60-day window to actually close the transaction. So after the deal closes we can have a further discussion about some of those metrics.

Tim Willi – Wells Fargo

Okay. Sounds great. Thanks a lot.

Operator

Thank you. Our next question is from the line of Julio Quinteros with Goldman Sachs. Please go ahead.

Roman Leal – Goldman Sachs

Yeah. It’s actually Roman Leal for Julio. Two quick questions, first thanks for the color on the market environment in Brazil, it seems like a pretty interesting market there. Can you describe perhaps the competitive environment a little bit more and would you say that you are the market leader here or is it more a platform that you think you can grow and take share with?

Ron Clarke

Yeah, Roman, it’s Ron again, so let me carve the thing up into two pieces, it’s kind of the heavy market what we call the OTR market, the com data is in for example in the U.S. So, in that piece, it’s kind of an under 10% fuel card penetration today, and the other 90% is basically functional competition. Cash is weird, card and voucher thing that I described and house accounts kind of business. So, this company is kind of almost alone if you will in the card business on this side. And then if you go over to the local fleet kind of business, it’s also under 10% fuel card penetrated, but in that one, there is a couple of other fuel card companies, obviously, you guys are familiar with Edenred, there is another company there as well. And then there is also more credit and debit competition in the local business, a little bit more like the U.S. So, the market is kind of setup pretty different, but I would say that the competitive intensity is obviously much less than here, than in the U.S. or in Western Europe. And the oil companies generally are not in this game in any kind of way. So, obviously in the U.S. and Europe oil company cards are competitor to independent third-party cards and basically you don’t see that in Brazil. So, I’d say again that we like all those things about the market, the size, they are adding vehicles of fuel, purchasing is growing, it’s under-penetrated, the competitive intensity is lower, the model is attractive, it just sets up as we communicated. It’s the kind of model we like.

Roman Leal – Goldman Sachs

Yeah, sounds exciting. And strategically I understand you remain active on the acquisition front, but at this point, you are already in some key growth markets. How would you prioritize between expanding in these markets versus entry in other markets such as in Asia-Pac, for example?

Ron Clarke

Yeah, I think we’ve said before, we are kind of on all fronts. It’s a big part of the FleetCor game and we invest a lot starting with me. So, I would say that we are covering all the interesting places and are making good progress. So, I would say, we are kind of out there, Roman.

Roman Leal – Goldman Sachs

Okay, thank you.

Operator

Thank you. (Operator Instructions) And our next question is from the line of Robert Napoli with William Blair. Please go ahead.

Robert Napoli – William Blair

Thank you and good morning. Ron, the market in Brazil, do you have a growth rate for the fuel card market, I mean, do you have an idea of like kind of the size, dollar size or number of vehicles or growth rate of that market and expectations for the growth rate?

Ron Clarke

I'd say the following. I'd say we have a decent sense from the data of the size of the overall commercial fuel market there, which is just north of 50 billion liters, which is where we come up with kind of the 20% of the U.S. The U.S. is about 60 billion gallons or what's that a little over 200 million liters. And I'd say we know more, Robert, about kind of the segment we are in than the local. We didn't study the local piece as hard. I'd say in the segment that we are in, this particular company who is the main guy in fuel cards is growing revenue double-digits.

Robert Napoli – William Blair

Okay. The company you are acquiring is growing double-digits?

Ron Clarke

Yes, revenue is growing double-digits.

Robert Napoli – William Blair

Okay. And I mean, are they the largest company in that market? Is there – how many other players are there? There are five or six besides, I mean, I know you mentioned a couple of names, but is there – is it very fragmented, because you suggested this could be a platform to add additional names too, did you mean just in Brazil, or did you mean broadly in Latin America?

Ron Clarke

Yes. So, on the first part of the question in this heavy truck segment, there is really kind of no players, as I said it’s kind of this company with this kind of interesting type of technology, and then it's functional payment competitors, vouchers, they use these vouchers that I describe, cash, house accounts, so they are kind of a loan, Robert in that segment. And then in the other segment, there are kind of two to three people, but again it's pretty small. Our data says that collectively the fuel card providers there have less than 10% of that local business, so that the handful of guys that are in this other segment that we haven't entered yet.

Robert Napoli – William Blair

Then platform for Latin America, does that did you mean it from that perspective or did you mean it from the Brazilian perspective?

Ron Clarke

Yeah, the second thing, I think we think a lot about getting positions in places and when we use that word we mean people on the ground, knowledge about a place, and relationships, right relationships, for example with major oils or banks in this case. And so when you take the core position that this company affords us in terms of access to do other things is good. So, as you would sort of my comments, we are obviously not done in that country.

Robert Napoli – William Blair

Thank you.

Operator

Thank you. At this time, we have no further questions. I'd like to pass the call back to management for closing remarks.

Ron Clarke – Chairman and Chief Executive Officer

I'd like to thank everybody for attending the call today and we'll talk to you guys next week on our Q1 earnings call. Thank you.

Operator

Ladies and gentlemen, this does conclude the FleetCor Technologies conference call. I'd like to thank you for your participation. You may now disconnect.

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