Item 8.01 Other Events.

On June 7, 2012, FleetCor Technologies, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. (the "Underwriter"), entities associated with Summit Partners and Bain Capital Partners and the other selling stockholders named therein (collectively, the "Selling Stockholders"). Pursuant to the terms of the Underwriting Agreement, the Selling Stockholders agreed to sell, and the Underwriter agreed to purchase, subject to and upon terms and conditions set forth therein, an aggregate of 6,750,000 shares of the Company's common stock (the "Offering").

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. On June 7, 2012, the Company issued a press release announcing the Offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. On June 8, 2012, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 1.1 Underwriting agreement, dated June 7, 2012, among FleetCor Technologies, Inc., the selling stockholders party thereto, and Citigroup Global Markets Inc. 99.1 Press release dated June 7, 2012. 99.2 Press release dated June 8, 2012.

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