v3.25.2
Acquisitions and Investments
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions and Investments Acquisitions and Investments
2025 Acquisition
In February 2025, the Company acquired 100% of Gringo, a leading Brazil-based vehicle registration and compliance payment company, for approximately $153.7 million, net of cash and cash equivalents acquired of approximately $10.2 million. Immediately prior to the acquisition, the Company infused capital equal to the purchase price into Zapay, one of the Company's less than wholly owned subsidiaries, in order for Zapay to complete the acquisition of Gringo. As a result of the capital infusion by the Company, the Company's controlling interest in Zapay increased to approximately 86%. This transaction, which was accounted for separately from the business acquisition, was recorded as an equity transaction. The Company financed the acquisition using available cash. Results from the Gringo acquisition have been included in the Company's Vehicle Payments segment from the date of acquisition.
The Gringo acquisition was accounted for as a business combination. The related acquisition accounting is preliminary as the Company is still completing the valuation of intangible assets, income taxes, working capital and contingencies. None of the goodwill attributable to the acquisition of Gringo is expected to be deductible for tax purposes. Noncompete agreements signed in conjunction with this acquisition were accounted for separately from the business acquisition.
The following table summarizes the preliminary acquisition accounting for the Gringo acquisition noted above (in thousands):
Trade and other receivables$9,168 
Prepaid expenses and other current assets4,284 
Other long term assets847 
Goodwill122,362 
Intangibles34,537 
Accounts payable(1,200)
Other current liabilities(5,036)
Other noncurrent liabilities(12,048)
Total consideration paid$152,914 
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):


Useful Lives (in Years)Value
Trade names and trademarks - indefinite lived
N/A
$13,457 
Proprietary technology
5
13,627 
Customer and vendor relationships
2 to 20
7,453 
$34,537 
Strategic Partnership
In April 2025, the Company expanded its 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 the Company's 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 the Company. If Mastercard does not exercise that right, for four months starting on April 1, 2028 (subject to extension if investment closing is delayed), the Company 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 the Company’s Cross-Border business is expected to close during the second half of 2025.
Minority Investment
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.
The Company expects to invest approximately $550 million for approximately 34% of the equity in the limited partnership with TPG for an enterprise valuation of approximately $1.9 billion. 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 the closing of the AvidXchange acquisition, the Company will have the right to acquire all the remaining outstanding equity in the limited partnership for approximately 2.5 times invested capital. If the Company does 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, the Company will guarantee a return to its partners, subject to certain limitations, of approximately 1.6 times invested capital (the minimum return payment). 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.
2024 Acquisitions
In March 2024, the Company acquired 70% of the outstanding stock of Zapay, a Brazil-based digital consumer mobility solution for paying vehicle-related taxes and compliance fees, for approximately $59.5 million, net of cash. As part of the agreement, the Company has the right to acquire the remainder of Zapay in four years from the acquisition date. The majority investment in Zapay further scales the Company's Vehicle Payments business in Brazil. The Company recorded goodwill of approximately $73.3 million representing the strategic benefits of the majority investment in Zapay. None of the goodwill attributable to the acquisition of Zapay is deductible for tax purposes.
In July 2024, the Company acquired 100% of the stock of Paymerang, a U.S.-based leader in accounts payables automation solutions, for approximately $179.2 million, net of cash and cash equivalents and restricted cash acquired of $309 million. The Company preliminarily recorded goodwill of approximately $303.9 million representing the strategic benefits of the acquisition, which expands Corpay's presence in several markets, including education, healthcare, hospitality and manufacturing. None of the goodwill attributable to the acquisition of Paymerang is expected to be deductible for tax purposes.
In December 2024, the Company acquired 100% of GPS Capital Markets, LLC ("GPS") for approximately $577.1 million, net of cash and cash equivalents and restricted cash 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. As the Company acquired a single member LLC, the acquisition allowed for all U.S. assets to be stepped-up to fair value at the acquisition date and goodwill to be deductible for federal income tax purposes. The Company preliminarily recorded goodwill of approximately $335.2 million representing the strategic benefits of the acquisition of GPS, which further scales the Company's cross-border solution. All of the goodwill attributable to the acquisition of GPS is expected to be deductible for tax purposes.
The aggregate consideration paid for these acquisitions was approximately $815.9 million, net of cash and cash equivalents and restricted cash of $509.0 million. The Company financed the acquisitions using a combination of available cash and borrowings under its existing credit facility. Results from these acquisitions have been included in the Company's consolidated results from the respective date of each acquisition. Results from the Zapay acquisition have been included in the Company's Vehicle Payments segment and the results of both Paymerang and GPS have been included in the Company's Corporate Payments segment. In connection with certain of the 2024 acquisitions, the Company signed noncompete agreements valued at approximately $26.6 million, which were accounted for separately from the business acquisition and recorded within other intangibles, net in the Company’s Consolidated Balance Sheets.
All of the 2024 acquisitions are accounted for as business combinations. Acquisition accounting for Paymerang and GPS is still preliminary. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to the following: (i) finalizing the review and valuation of intangible assets, including key assumptions, inputs and estimates and certain useful life assumptions, (ii) compiling and reviewing customer deposits records, (iii) finalizing the Company's estimate of the impact of acquisition accounting on deferred income taxes or liabilities, (iv) finalizing the Company's review of certain working capital accounts acquired, and (v) finalizing the evaluation and valuation of certain legal matters and/or other loss contingencies, including those that the Company may not yet be aware of but meet the requirement to qualify as a pre-acquisition contingency.
There were no material measurement period adjustments recorded during the three and six months ended June 30, 2025 related to the 2024 acquisitions.
The following table summarizes the acquisition accounting for the 2024 business acquisitions noted above (in thousands):
Trade and other receivables$22,898 
Prepaid expenses and other current assets72,394 
Other long term assets40,909 
Goodwill712,394 
Intangibles584,102 
Accounts payable(55,504)
Other current liabilities(463,627)
Other noncurrent liabilities(94,873)
Total fair value of net assets acquired818,693 
Less: Noncontrolling interest(29,437)
Total consideration paid
$789,256 
The estimated fair value of intangible assets acquired and the related estimated useful lives consisted of the following (in thousands):
Useful Lives (in Years)Value
Trade names and trademarks - indefinite lived
N/A
$13,938 
Trade names and trademarks - other
2 to 5
12,200 
Proprietary technology
4 to 5
23,485 
Customer and vendor relationships
2 to 20
534,479 
$584,102