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Comdata To Be Acquired By FleetCor for $3.45 Billion

Comdata Inc., a leading provider of electronic payment solutions, today announced that its parent company, Ceridian LLC, a portfolio company of funds affiliated with Thomas H. Lee Partners, L.P. (“THL”) and Fidelity National Financial Inc. (NYSE:FNF), has entered into a definitive agreement to sell Comdata to FleetCor Technologies, Inc. (NYSE:FLT), a leading global provider of fuel cards and workforce payment products to businesses, for total consideration of approximately $3.45 billion.

Under the terms of the agreement, the transaction consideration will be comprised of approximately $2.4 billion in cash to refinance Comdata’s existing debt and approximately 7.3 million shares of FleetCor common stock. Concurrent with the closing of the acquisition, a representative from THL will be appointed to the FleetCor board of directors.

“This combination marks an exciting new chapter for Comdata. FleetCor has a history of driving synergistic growth for acquired companies and I’m confident Comdata’s businesses can continue to flourish following this transaction for the benefit of all of our stakeholders and, most importantly, the customers we serve,” said Stuart C. Harvey, Jr., chairman, president, and chief executive officer of Comdata. “Together, Comdata and FleetCor will create a broader, highly complementary payments business with many strong growth opportunities in the near and long term.”

“We have followed Comdata’s growth and development for many years, and are excited today to be bringing the companies together,” said Ron Clarke, chairman and chief executive officer of FleetCor Technologies, Inc. “Comdata’s virtual payments business will add a completely new growth leg to FleetCor. We believe that the combination will result in significant synergies as we implement our operating disciplines to their portfolio of businesses.”

The transaction is subject to customary closing conditions, including receipt of HSR approval and other governmental approvals with respect to Comdata’s money transmitter license business. Closing is expected in December 2014.

About Comdata

Comdata is a leading business-to-business provider of innovative electronic payment solutions. As an issuer and a processor, Comdata provides fleet and corporate payment solutions to over 20,000 customers. In 2013, Comdata managed over 625 million cards and processed over 1.4 billion transactions from over 48 countries and in 37 currencies. Founded in 1969 and headquartered in Brentwood, Tennessee with approximately 1,300 employees globally, Comdata enables over $54 billion in payment volume annually. For more information about Comdata solutions, call 1-800-266-3282 or visit www.comdata.com.

About FleetCor

FleetCor is a leading global provider of fuel cards and workforce payment products to businesses. FleetCor's payment programs enable businesses to better manage and control employee spending and provide card-accepting merchants with a high volume customer base that can increase their sales and customer loyalty. FleetCor serves commercial accounts in North America, Latin America, Europe, Australia and New Zealand. For more information, please visit www.fleetcor.com.

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