UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): September 4, 2012
WORLD
FUEL SERVICES CORPORATION
(Exact
name of registrant as specified in its charter)
Florida |
1-9533 |
59-2459427 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9800 N.W. 41st Street, Suite 400 Miami |
33178 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (305) 428-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01. Regulation FD Disclosure
World Fuel Services Corporation announced today that its wholly-owned subsidiary, World Fuel Services, Inc., has completed the previously announced acquisition of select assets of CarterEnergy Corporation (“CarterEnergy”), including the assets comprising CarterEnergy’s wholesale motor fuel distribution business. A copy of the press release is attached hereto as Exhibit 99.1.
This information and the information contained in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits
(c) |
|
Exhibits |
||
Exhibit No. |
Description |
|||
99.1 | Press Release, dated September 4, 2012. |
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: |
September 4, 2012 |
World Fuel Services Corporation |
|
/s/ R. Alexander Lake |
|||
|
|
R. Alexander Lake |
|
Senior Vice President, General Counsel and |
EXHIBIT INDEX
Exhibit |
Description |
|
99.1 |
Press Release, dated September 4, 2012. |
Exhibit 99.1
World Fuel Services Completes CarterEnergy Acquisition
—Increases Ground-Based Fuel Volume to 3.5 Billion Gallons—
MIAMI--(BUSINESS WIRE)--September 4, 2012--World Fuel Services Corporation (NYSE: INT) announced today that its wholly-owned subsidiary, World Fuel Services, Inc., has completed the previously announced acquisition of select assets of CarterEnergy Corporation (“CarterEnergy”), including the assets comprising CarterEnergy’s wholesale motor fuel distribution business.
CarterEnergy, based in Overland Park, Kansas, with 2011 volume in excess of 500 million gallons, is a branded distributor for Philips 66, BP, Valero, Suncor, Shell, ExxonMobil, Cenex and Sinclair. CarterEnergy distributes gasoline and diesel fuel under long-term contracts to more than 700 retail operators and is a supplier to industrial, commercial and government customers in Kansas, Missouri, Colorado, Texas, Oklahoma, Arkansas, Nebraska, Illinois, Iowa, Wyoming, Arizona, Tennessee, New Mexico and Alabama.
“We are pleased to have the CarterEnergy team as a part of World Fuel and to increase our growing global land volume to more than 3.5 billion gallons,” stated Michael J. Kasbar, president and chief executive officer of World Fuel Services Corporation.
The transaction is expected to be $0.04 to $0.07 accretive to earnings on a GAAP basis in the first twelve months. Non-GAAP accretion, which excludes amortization of acquired intangible assets of approximately $0.02 per share, is expected to be $0.06 to $0.09 in the first twelve months.
About World Fuel Services Corporation
Headquartered in Miami, Florida, World Fuel Services is a leading global fuel logistics company, principally engaged in the marketing, sale and distribution of aviation, marine and land fuel products and related services on a worldwide basis. World Fuel Services sells fuel and delivers services to its clients at 6,000 locations in more than 200 countries and territories worldwide.
The company's global team of market makers provides deep domain expertise in all aspects of aviation, marine and land fuel management. Aviation customers include commercial airlines, cargo carriers, private aircraft and fixed base operators (FBO’s), as well as the United States and foreign governments. World Fuel Services' marine customers include international container and tanker fleets, cruise lines and time-charter operators, as well as the United States and foreign governments. Land customers include petroleum distributors, retail petroleum operators, and industrial, commercial and government accounts. For more information, call 305-428-8000 or visit www.wfscorp.com.
Information Relating to Forward-Looking Statements
With the exception of historical information in this news release, this document includes forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements and may involve risks and uncertainties. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from the Company's expectations and projections. These statements include, without limitation, statements regarding the consummation of the transaction, its effects on future earnings or other operating results, the expected closing date of the transaction, any other effect or benefit of the transaction, and any other statements that are not historical facts. These risks and uncertainties include the ability of the Company to achieve forecasted operating results and operating benefits currently expected from the proposed transaction and the timing and receipt of approvals for the transaction. Other risks and uncertainties, detailed from time to time in the Company's Securities and Exchange Commission filings could cause actual results to differ materially from any forward-looking statements set forth herein.
CONTACT:
World Fuel Services Corporation
Ira M. Birns, 305-428-8000
Executive
Vice President & Chief Financial Officer