Exhibit 99.2
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1 Pro Forma Capitalization ____________________Est. fees and expenses include OID. (1) ($ in millions) Sources of Funds Amount New Term Loan B $1,318 Cash from Balance Sheet 13 Total Sources $1,331 Uses of Funds Amount Paydown Existing Term Loan B $1,318 Estimated Fees and Expenses 13 Total Uses $1,331 ($ in millions) As of PF A&E Pro Forma Capitalization Tenor 3/31/19 Adj. 3/31/19 Cash and Cash Equivalents $387 ($13) $375 Revolving Credit Facility ($770mm Capacity) 7/1/23 169 169 Term Loan A 7/1/23 961 961 Term Loan B 7/1/23 1,318 (1,318) -- New Term Loan B 2026 -- 1,318 1,318 Senior Secured Notes 2/1/23 400 400 Brazil Loans -- 17 17 DBI Delayed Purchase 50 50 Total Secured Debt $2,915 $2,915 Total Debt $2,915 $2,915 Securitization Facilities 106 106 Market Capitalization (as of 5/1/19) 9,241 9,241 Total Capitalization $12,156 $12,156 Operating Statistics LTM Adjusted EBITDA $706 $706 LTM Credit Statistics Secured Debt / LTM Adjusted EBITDA 4.13x 4.13x Total Debt / LTM Adjusted EBITDA 4.13x 4.13x Net Debt / LTM Adjusted EBITDA (Incl. Cash Netting Cap) 3.99x 3.99x Total Debt / Total Capitalization 24.0% 24.0%
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Summary of Indicative Terms – Credit Facilities 2 ____________________The maturity of the Revolving Credit Facility and Term Loan A is subject to earlier maturity if, on or before April 2023 and August 2022, respectively, the Term Loan B and Secured Notes are not repaid, refinanced or the maturity dates thereof extended to October 2023 or later.Net of up to $125 million in cash. Borrower: WEX Inc. (the “Borrower”) Guarantors: Same as existing Security: Same as existing Facility: $770 million Revolving Credit Facility $961 million Term Loan A $1,318 million Term Loan B Maturity: July 1, 2023 2026 Pricing: Pricing Grid per Consolidated Leverage Ratio (net of max $350 million of Permitted Securitizations)< 3.00x: 1.75% | 0.30%≥ 3.00x: 2.00% | 0.40%≥ 4.00x: 2.25% | 0.50% L + 225 bps (Same as existing) OID/Upfront Fees: N/A N/A 99.25 area LIBOR Floor: 0.00% (Same as existing) Amortization: N/A 5.00% per annum based on principalAmount at 5th Amendment closing date 1.00% per annum based on principalAmount at 6th Amendment closing date Call protection: N/A None 6 month 101 soft call Incremental: Greater of (i) $375 million and (ii) 50% of Consolidated EBITDA, plus an unlimited amount subject to pro forma ≤ 4.0x Consolidated Secured Leverage Ratio (Same as existing) Mandatory Prepayments: N/A 100% of asset sale and debt proceeds, subject to re-investment provisions, shared pro rata with TLB 50% ECF sweep, with step downs to 25% and 0% when Total Leverage < 3.75x and < 3.25x, respectively100% of asset sale and debt proceeds, subject to re-investment provisions, shared pro rata with TLA (Same as existing) Financial Covenant: Maximum Consolidated Leverage Ratio: 5.50x, stepping down to: 5.00x for 12/31/19 test period, stepping down to: 4.75x for 12/31/20 test period, stepping down to:4.50x for 12/31/21 test period and thereafterMinimum Interest Coverage Ratio: 3.00x None (Same as existing) (2) (1) (2)
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Currently Proposed Amendments to Negative Covenants 3 Description Permitted Investments Increase in investments constituting loans and other extensions of credit to customers of Bank Regulated Subsidiaries from $200 million in 2016 / $135 million for 3 consecutive Business Days in 2016 and increasing by 10% / 10% each year thereafter to $500 million in 2019 / $300 million for 3 consecutive Business Days in 2019 and increasing by 10% / 10% each year thereafter – Section 7.02(r) of Existing CAIncrease general investments basket from $50 million to $100 million – Section 7.02(bb) of Existing CA Permitted Indebtedness Increase maximum intercompany indebtedness (and related investment basket) from $300 million to $500 million and add grower of 70% of LTM Consolidated EBITDA – Section 7.02(f)/7.03(e) of Existing CAAdd general indebtedness basket of $50 million – Section 7.03 of Existing CARevise the Indebtedness definition to exclude any Indebtedness to the extent (i) an irrevocable and unconditional notice of redemption, offer to purchase or notice of prepayment has been delivered with respect to such Indebtedness or (ii) funds are irrevocably deposited with the trustee or agent of such Indebtedness in connection with the redemption, tender, defeasance or other early payment of such Indebtedness
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Other Proposed Amendments That Require Lender Consent 4 ____________________Required Financial Covenant Lenders must approve any change to “Consolidated Leverage Ratio” or “any component term as used therein.”Change to Designated Borrower Sublimit may require consent of Required Revolving Credit Lenders (instead of 51% of all lenders). Description Maturity Extension Extend maturity of Term Loan B facility into 2026 (currently 2023) Consolidated Secured Leverage Ratio Definition Revise the Consolidated Secured Leverage Ratio definition to (x) increase the cap on cash netting for permitted securitizations from up to $350 million to up to the greater of (i) $350 million and (ii) the amount permitted to be netted in the definition of Consolidated Leverage Ratio under Permitted Securitization Transactions, less Indebtedness constituting the non-recourse portion of any Permitted Factoring Transactions and (y) permit cash netting generally of unrestricted cash up to the greater of $150 million and the amount permitted to be netted in the definition of Consolidated Leverage Ratio for any purpose ConsolidatedLeverage Ratio Definition (1) Revise the Consolidated Leverage Ratio definition to permit $150 million of cash netting other than for purposes of pricing and the financial covenant (which will continue to be capped at $125 million) Designated Borrower Sublimit Definition (2) Increase the Designated Borrower Sublimit from $500 million to the greater of (i) $770 million and (ii) the amount approved by the Required Revolving Credit Lenders Other Certain other amendments to be set forth in the Amendment
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WEX Bank Capital 5 WEX Bank Liabilities Since inception, WEX Bank has not received capital contributions from either WEX Inc. or outside (WEX Bank did not receive TARP funds)Return on assets for the Bank was 9.50% for the full year ended December 31, 2018There are no restrictions on the payment of dividends from WEX Bank to WEX Inc. other than requirements to maintain adequate capitalization and limitations on amounts paid in excess of net income and retained earnings ($ in Thousands) Amount Ratio Amount Ratio Amount Ratio As-of December 31, 2018 Total Capital to Risk Weighted Assets $323,178 12.82% $201,749 8.00% $252,186 10.00% Tier 1 Capital to Average Assets 305,734 10.88% 112,401 4.00% 140,501 5.00% Tier 1 Capital to Risk Weighted Assets 305,734 12.12% 151,312 6.00% 201,749 8.00% As-of December 31, 2017 Total Capital to Risk Weighted Assets Tier 1 Capital to Average Assets Tier 1 Capital to Risk Weighted Assets Actual Minimum for Capital Adequacy Min. to be Well Capitalized under Prompt Corrective Action Provisions Purposes $316,129 13.38% $188,991 8.00% $236,239 10.00% 304,555 12.50% 97,452 4.00% 121,815 5.00% 304,555 12.89% 141,743 6.00% 188,991 8.00%
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6 Track Record of Execution ($ in millions) ____________________Note: Please see page 32 for FY 2017, 2018 and LTM 3/31/19 reconciliation detail of Adjusted EBITDA. Note: WEX PPG for 2015 = $2.55; 2016 = $2.21; 2017 = $2.50; 2018 = $2.95; Q1 2019 = $2.67 ($ in millions) Adjusted EBITDA Total Revenues
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7 Adjusted EBITDA Reconciliation (per Credit Agreement)