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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): April 7, 2020

 

 

 

FedEx Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Commission File Number 1-15829

 

Delaware 62-1721435
(State or other jurisdiction of
incorporation) 		(IRS Employer Identification No.)

 

942 South Shady Grove Road, Memphis, Tennessee 38120
(Address of principal executive offices) (ZIP Code)

 

(901) 818-7500

Registrant’s telephone number, including area code:

 

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol   Name of each exchange on which
registered
Common Stock, par value $0.10 per share   FDX   New York Stock Exchange
0.700% Notes due 2022   FDX 22B   New York Stock Exchange
1.000% Notes due 2023   FDX 23A   New York Stock Exchange
0.450% Notes due 2025   FDX 25A   New York Stock Exchange
1.625% Notes due 2027   FDX 27   New York Stock Exchange
1.300% Notes due 2031   FDX 31   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

SECTION 8. OTHER EVENTS.

 

Item 8.01. Other Events.

 

On April 7, 2020, FedEx Corporation issued $1,000,000,000 aggregate principal amount of its 3.800% Notes due 2025, $750,000,000 aggregate principal amount of its 4.250% Notes due 2030 and $1,250,000,000 aggregate principal amount of its 5.250% Notes due 2050.

 

We are filing this Current Report on Form 8-K for the purpose of incorporating by reference the exhibits filed herewith into the Registration Statement on Form S-3 (Registration No. 333-226426) by which those notes and related guarantees were registered.

 

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit
Number 		  Description
1.1   Underwriting Agreement, dated April 3, 2020, among FedEx Corporation, the Significant Guarantors named therein and BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the several underwriters named therein.
     
4.1   Indenture, dated as of October 23, 2015, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Report on Form 8-K of October 23, 2015).
     
4.2   Supplemental Indenture No. 11, dated as of April 7, 2020, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
     
4.3   Form of 3.800% Note due 2025 (included in Exhibit 4.2).
     
4.4   Form of 4.250% Note due 2030 (included in Exhibit 4.2).
     
4.5   Form of 5.250% Note due 2050 (included in Exhibit 4.2).
     
5.1   Opinion of Davis Polk & Wardwell LLP regarding the legality of the notes and guarantees.
     
5.2   Opinion of Kimble H. Scott, Senior Vice President and General Counsel of FedEx Office and Print Services, Inc., regarding certain matters relating to FedEx Office and Print Services, Inc.
     
5.3   Opinion of Christina R. Conrad, Managing Director — Employment Law and Assistant Secretary of FedEx Freight, Inc., regarding certain matters relating to FedEx Freight, Inc.
     
23.1   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
     
23.2   Consent of Kimble H. Scott (included in Exhibit 5.2).
     
23.3   Consent of Christina R. Conrad (included in Exhibit 5.3).
     
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

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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 hereunto duly authorized.

 

    FedEx Corporation
     
Date: April 7, 2020   By: /s/ Michael C. Lenz
        Name: Michael C. Lenz
        Title: Corporate Vice President and Treasurer

 

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