UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On February 7, 2025, FedEx Corporation (“FedEx”) announced that it had extended the expiration date of its previously announced (i) offers to exchange (each, an “Exchange Offer” and, collectively, the “Exchange Offers”) any and all outstanding senior notes of certain series (the “Existing Notes”) for new notes (the “New Notes”) and (ii) related consent solicitations (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the Existing Notes (each an “Existing Indenture”) of such series to provide for the automatic and unconditional release and discharge of the guarantee of FedEx Freight, Inc. at the time it ceases to be a subsidiary (as defined in the applicable Existing Indenture) of FedEx in connection with the Separation (as defined herein) with respect to that series of the Existing Notes (the “Proposed Amendments”). The Proposed Amendments will not amend or otherwise modify the provisions of the applicable Existing Indenture governing that series of the Existing Notes regarding the application of any proceeds upon the release of a 10% subsidiary guarantor. As used in this Current Report on Form 8-K, the “Separation” means any sale, exchange, transfer, distribution, or other disposition of assets and/or capital stock of one or more subsidiaries of FedEx resulting in the separation of the FedEx Freight business through the capital markets to create a new publicly traded company.
FedEx extended such expiration date from 5:00 p.m., New York City time, on February 6, 2025 (the “Prior Expiration Date”) to 5:00 p.m., New York City time, on February 21, 2025 (such date and time with respect to an Exchange Offer, as may be further extended for such Exchange Offer, the “Expiration Date”).
Based on tenders as of the Prior Expiration Date, the requisite number of consents have been received to adopt the Proposed Amendments with respect to FedEx’s outstanding 3.400% Notes due 2028, 3.100% Notes due 2029, 2.400% Notes due 2031, 4.900% Notes due 2034, 3.900% Notes due 2035, 3.250% Notes due 2041, 3.875% Notes due 2042, 4.100% Notes due 2043, 5.100% Notes due 2044, 4.100% Notes due 2045, 4.750% Notes due 2045, 4.550% Notes due 2046, 4.400% Notes due 2047, 4.050% Notes due 2048, 4.950% Notes due 2048, 5.250% Notes due 2050, 4.500% Notes due 2065, 0.450% Notes due 2029 and 0.950% Notes due 2033 (collectively, the “Majority Existing Notes”). As of the Prior Expiration Date, the requisite number of consents had not yet been received with respect to FedEx’s 4.200% Notes due 2028, 4.250% Notes due 2030 and 1.300% Notes due 2031 (collectively, the “Non-Majority Existing Notes”).
The Exchange Offers and Consent Solicitations were commenced in connection with the proposed Separation and are being made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated January 7, 2025.
On February 7, 2025, FedEx also announced that it has amended the terms of the Exchange Offers solely with respect to FedEx’s 3.875% Notes due 2042, 4.050% Notes due 2048, 4.950% Notes due 2048 and 5.250% Notes due 2050 such that eligible holders who validly tender their Existing Notes of such series after the Prior Expiration Date but before the extended Expiration Date will be entitled to receive $1,000 principal amount of New USD Notes (as defined in the press release) of the applicable series or €1,000 principal amount of New Euro Notes (as defined in the press release) of the applicable series for each $1,000 principal amount of Existing USD Notes (as defined in the press release) or €1,000 principal amount of Existing Euro Notes (as defined in the press release) tendered of such series, but will no longer be eligible to receive the cash portion of the early participation payment. Eligible holders of the Non-Majority Existing Notes who validly tender their existing Notes of such series after the Prior Expiration Date but before the extended Expiration Date will continue to be eligible to receive the total consideration, including the cash portion of the early participation payment. Eligible holders of the remaining series of Majority Existing Notes who validly tender their Existing Notes of such series after the Prior Expiration Date but before the extended Expiration Date will also continue to be eligible to receive the same consideration as described in the press release.
The New Notes offered in the Exchange Offers have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or foreign securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
A copy of the press release issued by FedEx is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Exhibit | |
| 99.1 | Press Release of FedEx Corporation dated February 7, 2025. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURE
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 hereunto duly authorized.
| FEDEX CORPORATION | ||||||
| Date: February 7, 2025 | By: | /s/ Trampas T. Gunter | ||||
| Trampas T. Gunter | ||||||
| Corporate Vice President, Corporate Development and Treasurer | ||||||