CORPAY, INC.CPAY
CORPAY, INC. Debt Disclosure
Debt
Credit Agreement and Securitization Facility
The Company’s debt instruments at December 31 consist primarily of term notes, revolving lines of credit and a Securitization
Facility as follows (in thousands):
2025 | 2024 | |||
Term Loan A note payable (a), net of discounts | $2,918,787 | $3,083,037 | ||
Term Loan B note payable (a), net of discounts | 3,934,403 | 2,327,174 | ||
Revolving line of credit facilities (a) | 1,325,000 | 1,262,000 | ||
Other obligations (c) | 497 | 869 | ||
Total notes payable, credit agreements and other obligations | 8,178,687 | 6,673,080 | ||
Securitization Facility (b) | 1,823,000 | 1,323,000 | ||
Total debt | $10,001,687 | $7,996,080 | ||
Current portion | $3,345,530 | $2,769,974 | ||
Long-term portion | 6,656,157 | 5,226,106 | ||
Total debt | $10,001,687 | $7,996,080 |
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(a)The Company is party to a $10.15 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 $2.8 billion, a Term Loan A facility in the amount of $3.3 billion and a Term Loan B facility in the amount
of $4.1 billion, consisting of a $3.15 billion Term Loan B-5 and a $0.9 million Term Loan B-6, as of
December 31, 2025. 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 $1.5 billion with borrowings in U.S. dollars, euros, British pounds, Japanese yen or other currency as agreed
in advance and sublimits for swing line loans. The Credit Agreement also includes an accordion feature for
borrowing an additional $750 million in Term Loan A, Term Loan B, revolving A or revolving B facility debt
and an unlimited amount when the leverage ratio on a pro-forma basis is less than 3.75 to 1.00. 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-5 has a maturity date of April 30, 2028, and the Term Loan B-6 has a maturity date of November 5, 2032.
On May 3, 2023, the Company entered into the thirteenth amendment to the Credit Facility. The amendment
replaced LIBOR on the Term Loan B with the Secured Overnight Financing Rate (SOFR), plus a SOFR
adjustment of 0.10%.
On January 31, 2024, the Company entered into the fourteenth amendment to its Credit Agreement. The
amendment a) increased the capacity on the revolving credit facility by $275 million and b) increased the Term
Loan A commitments by $325 million. The Company used the Term Loan A proceeds to pay down existing
borrowings under the revolving credit facility. As a result, the transaction was leverage neutral and resulted in a
$600 million increase in the Company’s availability under the revolving credit facility. The interest rates and
maturity terms remained consistent with the existing credit facilities.
On September 26, 2024, the Company entered into the fifteenth amendment to the Credit Agreement. The
amendment a) increased the Term Loan B commitments by $500 million, and b) removed the SOFR adjustment
margin of 0.10% from the calculation of interest on Term Loan B borrowings. The Company used the Term
Loan B proceeds to pay down existing borrowings under the revolving credit facility. The maturity dates and
the interest rates for the revolving credit facility and Term Loan A commitments were unchanged by this
amendment.
On February 20, 2025, the Company entered into the sixteenth amendment to the Credit Agreement. The
amendment increased the Term Loan B commitments by $750 million. The Company primarily used the Term
Loan B proceeds to pay down existing borrowings under the revolving credit facility. The maturity dates and
the interest rates for the revolving credit facility, Term Loan A commitments and Term Loan B commitments
were unchanged by this amendment.
On November 5, 2025, the Company entered into the seventeenth amendment to the Credit Agreement. The
amendment, among other things, (i) increased the aggregate commitments under the revolving credit facility by
$1 billion to new total Revolver B commitments of $1.5 billion, and (ii) added a new seven-year Term Loan B-6
of $900 million. The Company used the Term Loan B-6 and revolving credit facility proceeds to fund the Alpha
acquisition.
Interest on amounts outstanding under the Credit Agreement accrues as follows: For all loans denominated in
U.S. dollars with the exception of Term Loan B borrowings, based on SOFR plus a SOFR adjustment of 0.10%;
for all loans denominated in British pounds, based on the SONIA plus a SONIA adjustment of 0.0326%; for all
loans denominated in euros, based on the Euro Interbank Offered Rate (EURIBOR); or for all loans
denominated in Japanese yen, at the Tokyo Interbank Offer Rate (TIBOR) plus a margin based on a leverage
ratio (as defined in the agreement); or our option (for U.S. dollar borrowings only), the Base Rate (defined as
the rate equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the prime rate announced by Bank of
America, N.A., or (c) SOFR plus 1.00% plus a margin based on a leverage ratio). Interest on Term Loan B-5
and Term Loan B-6 borrowings is based on SOFR plus a margin of 1.75%. In addition, the Company pays a
quarterly commitment fee at a rate per annum ranging from 0.25% to 0.30% of the daily unused portion of the
credit facility based on a leverage ratio.
The interest rates at December 31, 2025 and 2024 are as follows:
2025 | 2024 | ||
Term loan A | 5.19% | 5.83% | |
Term loan B | 5.47% | 6.11% | |
Revolving line of credit A & B (USD) | 5.24% | 5.83% | |
Revolving line of credit B (GBP) | 5.13% | 6.11% | |
Unused credit facility fee | 0.25% | 0.25% |
The term loans are payable in quarterly installments due on the last business day of each March, June,
September and December with the final principal payment due on the respective maturity date. Borrowings on
the revolving line of credit are repayable at the maturity of the facility. Borrowings on the domestic swing line
of credit are due on demand, and borrowings on the foreign swing lines of credit are due no later than
business days after such loan is made.
The Company has unamortized debt discounts and debt issuance costs of $26.5 million and $16.6 million
related to the term loans as of December 31, 2025 and December 31, 2024, respectively, recorded in notes
payable and other obligations, net of current portion within the Consolidated Balance Sheets.
The Company has unamortized debt issuance costs of $5.6 million and $3.4 million related to the revolving
credit facility as of December 31, 2025 and December 31, 2024, respectively, recorded in other assets within the
Consolidated Balance Sheets.
As a result of the amortization of debt discounts and debt issuance costs, the effective interest rate incurred on
the term loans was approximately 5.97% during 2025. Principal payments of $197.1 million were made on the
term loans during 2025.
(b)The Company, through Corpay Technologies Operating Company, LLC and certain of its other subsidiaries, is
party to a $2.3 billion receivables purchase agreement as of December 31, 2025. There is a program fee equal to
SOFR plus 0.91% or the Commercial Paper Rate plus 0.71% as of December 31, 2025, and SOFR plus 0.10%
adjustment plus 0.95% or the Commercial Paper Rate plus 0.85% at December 31, 2024. The program fee was
3.73% plus 0.87% as of December 31, 2025, and 4.42% plus 0.94% as of December 31, 2024. The unused
facility fee is payable at a rate of between 0.25% and 0.40% based on utilization as of December 31, 2025 and
between 0.30% and 0.40% based on utilization as of December 31, 2024. The Company has unamortized debt
issuance costs of $5.7 million and $0.8 million related to the revolving Securitization Facility as of
December 31, 2025 and December 31, 2024, respectively, recorded in other assets within the Consolidated
Balance Sheets.
The Securitization Facility provides for certain termination events, which includes nonpayment, upon the
occurrence of which the administrator may declare the facility termination date to have occurred, may exercise
certain enforcement rights with respect to the receivables and may appoint a successor servicer, among other
things.
(c)Other obligations includes a credit facility assumed as part of a business acquisition in 2022.
Bridge Term Loan Credit Agreement
On July 23, 2025, in connection with the announced acquisition of Alpha, the Company entered into a bridge term loan credit
agreement with BOFA Securities, Inc., Barclays Bank PLC and JPMorgan Chase Bank, N.A., along with other syndicates,
pursuant to which, among other things, those lenders 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 of Alpha and to fund related
costs and expenses should the Company decide to utilize the Bridge Facility for such purposes. The Company did not utilize the
Bridge Facility for the financing of the acquisition. The Company incurred approximately $10 million in commitment and
arrangement fees related to the Bridge Facility during the year ended December 31, 2025, which were classified within interest
expense, net. The Bridge Facility expired on November 7, 2025.
Debt Covenants and Contractual Maturities
The Company was in compliance with all financial and non-financial covenants at December 31, 2025. The Company has
entered into interest rate swap cash flow contracts with U.S. dollar notional amounts in order to reduce the variability of cash
flows in the previously unhedged interest payments associated with $4.5 billion of unspecified variable rate debt. See Note 16
for further information.
The contractual maturities of the Company’s total notes payable, credit agreements and other obligations at December 31, 2025
were as follows (in thousands):
2026 | $1,531,637 | |
2027 | 2,795,203 | |
2028 | 3,005,342 | |
2029 | 9,000 | |
2030 | 9,000 | |
Thereafter | 855,000 | |
Total principal payments | 8,205,182 | |
Less: debt discounts and issuance costs included in debt | (26,495) | |
Total debt | $8,178,687 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Mar 1, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.