FedEx Corp. (NYSE: FDX) (“FedEx”) announced today the extension
of the expiration date of the offers to exchange (each an “Exchange
Offer” and, collectively, the “Exchange Offers”) any and all of its
outstanding senior notes of the series listed in the tables below
(collectively, the “Existing Notes”) for new notes (the “New
Notes”) and the related consent solicitations (each, a “Consent
Solicitation” and, collectively, the “Consent Solicitations”) to
adopt certain proposed amendments (the “Proposed Amendments”) to
each of the indentures governing the Existing Notes. The expiration
date for each of the Exchange Offers and Consent Solicitations has
been extended 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”). The right of a holder of tendered Existing
Notes to withdraw all or a portion of such holder’s tendered
Existing Notes from the Exchange Offers and Consent Solicitations
expired as of 5:00 p.m., New York City time, on January 22, 2025
(the “Early Participation Date”). The settlement date for each
Exchange Offer and Consent Solicitation will be promptly following
the Expiration Date of such Exchange Offer and Consent
Solicitation.
For each $1,000 principal amount of Existing USD Notes (as
defined herein) or €1,000 principal amount of Existing Euro Notes
(as defined herein) validly tendered and not properly withdrawn at
or prior to the Early Participation Date, eligible holders were
eligible to receive (a) $970 principal amount of the New USD Notes
(as defined herein) of the applicable series or €970 principal
amount of the New Euro Notes (as defined herein) of the applicable
series, as applicable (the “Exchange Consideration”), plus (b) an
early participation payment of $30 principal amount of the New USD
Notes of the applicable series and $2.50 in cash or €30 principal
amount of the New Euro Notes of the applicable series and €2.50 in
cash, as applicable (the “Early Participation Payment”). The total
consideration, consisting of (a) $970 principal amount of New USD
Notes of the applicable series or €970 principal amount of New Euro
Notes of the applicable series, as applicable, issued as Exchange
Consideration plus (b) the Early Participation Payment, is herein
referred to as the “Total Consideration.”
Subject to the amendments described in this press release,
following certain previously announced amendments to the terms of
the Exchange Offers, eligible holders of the Company’s 4.200% Notes
due 2028, 4.250% Notes due 2030, 3.875% Notes due 2042, 4.050%
Notes due 2048, 4.950% Notes due 2048, 5.250% Notes due 2050 and
1.300% Notes due 2031 that validly tendered their Existing Notes
after the Early Participation Date but before the Prior Expiration
Date were entitled to receive the Total Consideration, including
the cash portion of the Early Participation Payment. Eligible
Holders of the remaining series of Existing Notes that validly
tendered their Existing Notes after the Early Participation Date
but before the Prior Expiration Date were entitled to receive
$1,000 principal amount of New USD Notes of the applicable series
or €1,000 principal amount of New Euro Notes of the applicable
series for each $1,000 principal amount of Existing USD Notes or
€1,000 principal amount of Existing Euro Notes tendered, but were
not eligible to receive the cash portion of the Early Participation
Payment.
FedEx further announced today that it has amended the terms of
the Exchange Offers solely with respect to the Company’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 of the applicable series
or €1,000 principal amount of New Euro Notes of the applicable
series for each $1,000 principal amount of Existing USD Notes or
€1,000 principal amount of Existing Euro Notes tendered of such
series, but will no longer be eligible to receive the cash portion
of the Early Participation Payment. Eligible holders of the
Company’s 4.200% Notes due 2028, 4.250% Notes due 2030 and 1.300%
Notes due 2031 (collectively, 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
(as defined herein) 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 described above.
As of the Prior Expiration Date, the requisite number of
consents had been received to adopt the Proposed Amendments with
respect to each of the following series of Existing Notes
(collectively, the “Majority Existing Notes”):
Majority Existing Notes
Tendered
at Prior Expiration
Date
Title of Series of
Notes
CUSIP / ISIN No.
Principal Amount
Outstanding
Principal Amount
Percentage
3.400% Notes due 2028
31428XBP0 / US31428XBP06
$500,000,000
$331,470,000
66.29%
3.100% Notes due 2029
31428XBV7 / US31428XBV73
$1,000,000,000
$626,347,000
62.63%
2.400% Notes due 2031
31428XCD6 / US31428XCD66
$1,000,000,000
$603,597,000
60.36%
4.900% Notes due 2034
31428XAX4 / US31428XAX49
$500,000,000
$337,628,000
67.53%
3.900% Notes due 2035
31428XBA3 / US31428XBA37
$500,000,000
$372,894,000
74.58%
3.250% Notes due 2041
31428XCE4 / US31428XCE40
$750,000,000
$607,291,000
80.97%
3.875% Notes due 2042
31428XAT3 / US31428XAT37
$500,000,000
$363,518,000
72.70%
4.100% Notes due 2043
31428XAU0 / US31428XAU00
$500,000,000
$361,714,000
72.34%
5.100% Notes due 2044
31428XAW6 / US31428XAW65
$750,000,000
$538,052,000
71.74%
4.100% Notes due 2045
31428XBB1 / US31428XBB10
$650,000,000
$487,467,000
74.99%
4.750% Notes due 2045
31428XBE5 / US31428XBE58
$1,250,000,000
$872,814,000
69.83%
4.550% Notes due 2046
31428XBG0 / US31428XBG07
$1,250,000,000
$977,780,000
78.22%
4.400% Notes due 2047
31428XBN5 / US31428XBN57
$750,000,000
$582,441,000
77.66%
4.050% Notes due 2048
31428XBQ8 / US31428XBQ88
$1,000,000,000
$525,648,000
52.56%
4.950% Notes due 2048
31428XBS4 / US31428XBS45
$850,000,000
$575,351,000
67.69%
5.250% Notes due 2050
31428XCA2 / US31428XCA28
$1,250,000,000
$722,755,000
57.82%
4.500% Notes due 2065
31428XBD7 / US31428XBD75
$250,000,000
$213,015,000
85.21%
0.450% Notes due 2029
XS2337252931
€600,000,000
€383,764,000
63.96%
0.950% Notes due 2033
XS2337253319
€650,000,000
€380,428,000
58.53%
As of the Prior Expiration Date, FedEx also announced that the
requisite number of consents had not been received to adopt the
Proposed Amendments with respect to each series of the Non-Majority
Existing Notes:
Non-Majority Existing Notes
Tendered
at Prior Expiration
Date
Title of Series of
Notes
CUSIP / ISIN No.
Principal Amount
Outstanding
Principal Amount
Percentage
4.200% Notes due 2028
31428XBR6 / US31428XBR61
$400,000,000
$192,003,000
48.00%
4.250% Notes due 2030
31428XBZ8 / US31428XBZ87
$750,000,000
$334,687,000
44.62%
1.300% Notes due 2031
XS2034629134
€500,000,000
€145,122,000
29.02%
Except with respect to the amendments described in this press
release, all terms of the Exchange Offers and Consent Solicitations
set forth in the Offering Memorandum (as defined herein) remain
unchanged.
The Exchange Offers and Consent Solicitations 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 (the “Offering Memorandum”).
The Exchange Offers and Consent Solicitations are being made in
connection with the contemplated Separation (as defined herein).
The Separation is not conditioned upon the completion of any of the
Exchange Offers or Consent Solicitations, and none of the Exchange
Offers or Consent Solicitations is conditioned upon completion of
the Separation. As used in this press release, 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.
In this press release, references to the “Existing USD Notes”
collectively refer to FedEx’s existing 3.400% Notes due 2028,
4.200% Notes due 2028, 3.100% Notes due 2029, 4.250% Notes due
2030, 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 and 4.500% Notes due 2065. References to the “Existing
Euro Notes” collectively refer to FedEx’s existing 0.450% Notes due
2029, 1.300% Notes due 2031 and 0.950% Notes due 2033. The Existing
USD Notes and the Existing Euro Notes are referred to herein
collectively as the Existing Notes. References to “New USD Notes”
collectively refer to FedEx’s new 3.400% Notes due 2028, 4.200%
Notes due 2028, 3.100% Notes due 2029, 4.250% Notes due 2030,
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
and 4.500% Notes due 2065. References to “New Euro Notes”
collectively refer to FedEx’s new 0.450% Notes due 2029, 1.300%
Notes due 2031 and 0.950% Notes due 2033. The New USD Notes and the
New Euro Notes are referred to herein collectively as the New
Notes.
Documents relating to the Exchange Offers and Consent
Solicitations will only be distributed to eligible holders of
Existing Notes who complete and return an eligibility form
confirming that they are (a) a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), or (b) a person that is outside
the United States and that is (i) not a “U.S. person” within the
meaning of Regulation S under the Securities Act and (ii) meets
certain other eligibility requirements in their applicable
jurisdiction. The complete terms and conditions of the Exchange
Offers and Consent Solicitations are described in the Offering
Memorandum, a copy of which may be obtained by contacting Global
Bondholder Services Corporation, the exchange agent and information
agent in connection with the Exchange Offers and Consent
Solicitations, at (855) 654-2015 (U.S. toll-free) or (212) 430-3774
(banks and brokers). The eligibility form is available
electronically at: https://gbsc-usa.com/eligibility/fedex.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation or sale would be
unlawful. The Exchange Offers and Consent Solicitations are being
made solely pursuant to the Offering Memorandum and only to such
persons and in such jurisdictions as are permitted under applicable
law.
The New Notes offered in the Exchange Offers have not been
registered with the Securities and Exchange Commission (the “SEC”)
under 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.
Cautionary Statement Regarding Forward-Looking
Information
Certain statements in this press release may be considered
forward-looking statements, such as statements regarding the
Separation and the expected timing of completion of the Exchange
Offers and receipt of requisite consents in the Consent
Solicitations. Forward-looking statements include those preceded
by, followed by or that include the words “will,” “may,” “could,”
“would,” “should,” “believes,” “expects,” “forecasts,”
“anticipates,” “plans,” “estimates,” “targets,” “projects,”
“intends” or similar expressions. Such forward-looking statements
are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from historical
experience or from future results expressed or implied by such
forward-looking statements. Potential risks and uncertainties
include, but are not limited to, economic conditions in the global
markets in which FedEx operates; FedEx’s ability to successfully
implement its business strategy and global transformation program
and optimize its network through Network 2.0, effectively respond
to changes in market dynamics, and achieve the anticipated benefits
of such strategies and actions; FedEx’s ability to achieve its cost
reduction initiatives and financial performance goals; the timing
and amount of any costs or benefits or any specific outcome,
transaction, or change (of which there can be no assurance), or the
terms, timing, and structure thereof, related to FedEx’s global
transformation program and other ongoing reviews and initiatives; a
significant data breach or other disruption to FedEx’s technology
infrastructure; FedEx’s ability to successfully implement the
Separation and achieve the anticipated benefits of such
transaction; damage to FedEx’s reputation or loss of brand equity;
FedEx’s ability to remove costs related to services provided to the
U.S. Postal Service (“USPS”) under the contract for Federal Express
Corporation to provide the USPS domestic transportation services
that expired on September 29, 2024; FedEx’s ability to meet its
labor and purchased transportation needs while controlling related
costs; failure of third-party service providers to perform as
expected, or disruptions in FedEx’s relationships with those
providers or their provision of services to FedEx; the effects of a
widespread outbreak of an illness or any other communicable disease
or public health crises; anti-trade measures and additional changes
in international trade policies and relations; the effect of any
international conflicts or terrorist activities, including as a
result of the current conflicts between Russia and Ukraine and in
the Middle East; changes in fuel prices or currency exchange rates,
including significant increases in fuel prices as a result of the
ongoing conflicts between Russia and Ukraine and in the Middle East
and other geopolitical and regulatory developments; the effect of
intense competition; FedEx’s ability to match capacity to shifting
volume levels; an increase in self-insurance accruals and expenses;
failure to receive or collect expected insurance coverage; FedEx’s
ability to effectively operate, integrate, leverage, and grow
acquired businesses and realize the anticipated benefits of
acquisitions and other strategic transactions; noncash impairment
charges related to its goodwill and certain deferred tax assets;
the future rate of e-commerce growth; evolving or new U.S. domestic
or international laws and government regulations, policies, and
actions; future guidance, regulations, interpretations, challenges,
or judicial decisions related to FedEx’s tax positions;
labor-related disruptions; legal challenges or changes related to
service providers contracted to conduct certain linehaul and
pickup-and-delivery operations and the drivers providing services
on their behalf and the coverage of U.S. employees at Federal
Express Corporation under the Railway Labor Act of 1926, as
amended; FedEx’s ability to quickly and effectively restore
operations following adverse weather or a localized disaster or
disturbance in a key geography; any liability resulting from and
the costs of defending against litigation; FedEx’s ability to
achieve its goal of carbon-neutral operations by 2040; and other
factors which can be found in FedEx’s and its subsidiaries’ press
releases and FedEx’s filings with the SEC, including its Annual
Report on Form 10-K for the fiscal year ended May 31, 2024, and
subsequently filed Quarterly Reports on Form 10-Q. Any
forward-looking statement speaks only as of the date on which it is
made. FedEx does not undertake or assume any obligation to update
or revise any forward-looking statement, whether as a result of new
information, future events, or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250206023286/en/
Media Caitlin Maier 901-434-8100
mediarelations@fedex.com
or
Investor Relations Jeni Hollander 901-818-7200
ir@fedex.com
FedEx (NYSE:FDX)
Historical Stock Chart
From Jan 2025 to Feb 2025
FedEx (NYSE:FDX)
Historical Stock Chart
From Feb 2024 to Feb 2025
