FedEx Corp. (NYSE: FDX) (“FedEx”) announced today the early
participation results of its previously announced 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 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 results set forth in the tables below reflect the
principal amounts of each series of Existing Notes that were
validly tendered and not properly withdrawn (and consents thereby
validly given and not properly revoked) as of 5:00 p.m., New York
City time, on January 22, 2025 (the “Early Participation
Date”).
Subject to the amendments described herein, as previously
announced, 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withdrawn at or prior to the Early Participation Date, eligible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 are 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.” The Early
Participation Payment will be paid on the settlement date for each
Exchange Offer and Consent Solicitation.
FedEx further announced that it has amended the terms of the
Exchange Offers applicable to eligible holders who validly tender
their Existing Notes after the Early Participation Date:
- solely with respect to each series of Majority Existing Notes
(as defined herein), FedEx has extended the offer to eligible
holders who validly tender their Majority Existing Notes after the
Early Participation Date but before the Expiration Date (as defined
herein) 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. Eligible holders who validly tender their Majority
Existing Notes after the Early Participation Date but before the
Expiration Date will not be eligible to receive the cash portion of
the Early Participation Payment; and
- solely with respect to each series of Non-Majority Existing
Notes (as defined herein), FedEx has extended the offer to eligible
holders who validly tender their Non-Majority Existing Notes after
the Early Participation Date but before the Expiration Date to
receive the Total Consideration, which includes the cash portion of
the Early Participation Payment.
As of the Early Participation Date, the requisite number of
consents have 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 Early Participation 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
$278,782,000
55.76%
3.100% Notes due 2029
31428XBV7 / US31428XBV73
$1,000,000,000
$554,511,000
55.45%
2.400% Notes due 2031
31428XCD6 / US31428XCD66
$1,000,000,000
$536,532,000
53.65%
4.900% Notes due 2034
31428XAX4 / US31428XAX49
$500,000,000
$278,983,000
55.80%
3.900% Notes due 2035
31428XBA3 / US31428XBA37
$500,000,000
$316,942,000
63.39%
3.250% Notes due 2041
31428XCE4 / US31428XCE40
$750,000,000
$461,546,000
61.54%
4.100% Notes due 2043
31428XAU0 / US31428XAU00
$500,000,000
$296,960,000
59.39%
5.100% Notes due 2044
31428XAW6 / US31428XAW65
$750,000,000
$430,492,000
57.40%
4.100% Notes due 2045
31428XBB1 / US31428XBB10
$650,000,000
$416,443,000
64.07%
4.750% Notes due 2045
31428XBE5 / US31428XBE58
$1,250,000,000
$732,394,000
58.59%
4.550% Notes due 2046
31428XBG0 / US31428XBG07
$1,250,000,000
$752,866,000
60.23%
4.400% Notes due 2047
31428XBN5 / US31428XBN57
$750,000,000
$519,472,000
69.26%
4.500% Notes due 2065
31428XBD7 / US31428XBD75
$250,000,000
$149,853,000
59.94%
0.450% Notes due 2029
XS2337252931
€600,000,000
€311,899,000
51.98%
0.950% Notes due 2033
XS2337253319
€650,000,000
€347,240,000
53.42%
As of the Early Participation Date, FedEx also announced that
the requisite number of consents had not yet been received to adopt
the Proposed Amendments with respect to each of the remaining
series of Existing Notes listed in the table below (collectively,
the “Non-Majority Existing Notes”):
Non-Majority Existing Notes
Tendered at Early Participation 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
$173,688,000
43.42%
4.250% Notes due 2030
31428XBZ8 / US31428XBZ87
$750,000,000
$299,473,000
39.93%
3.875% Notes due 2042
31428XAT3 / US31428XAT37
$500,000,000
$245,332,000
49.07%
4.050% Notes due 2048
31428XBQ8 / US31428XBQ88
$1,000,000,000
$409,086,000
40.91%
4.950% Notes due 2048
31428XBS4 / US31428XBS45
$850,000,000
$349,815,000
41.15%
5.250% Notes due 2050
31428XCA2 / US31428XCA28
$1,250,000,000
$427,702,000
34.22%
1.300% Notes due 2031
XS2034629134
€500,000,000
€136,902,000
27.38%
Except with respect to the amendments described above with
respect to the consideration payable to eligible holders of
Majority Existing Notes and Non-Majority Existing Notes,
respectively, who validly tender their Existing Notes after the
Early Participation Date but before the Expiration Date, 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”).
Each Exchange Offer will expire at 5:00 p.m., New York City
time, on February 6, 2025, unless extended or terminated (such date
and time with respect to an Exchange Offer, as may be 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 settlement date for each Exchange Offer
and Consent Solicitation will be promptly following the Expiration
Date of such Exchange Offer and Consent Solicitation.
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.
The New Notes of each series will accrue interest from (and
including) the most recent date on which interest has been paid
(or, in the case of the 3.400% Notes due 2028 and 4.050% Notes due
2048, February 15, 2025) on the corresponding series of Existing
Notes accepted in the Exchange Offers. Except as set forth above,
no accrued but unpaid interest will be paid with respect to
Existing Notes tendered for exchange, subject to the right of
holders of record of the 3.400% Notes due 2028 and 4.050% Notes due
2048 as of the close of business on February 1, 2025 (the regular
record date for each such series of Existing Notes) to receive
accrued and unpaid interest on such Existing Notes on February 17,
2025 (the first business day following the regular interest payment
date for each such series of Existing Notes of February 15,
2025).
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/20250122850677/en/
Media Caitlin Maier 901-434-8100
mediarelations@fedex.com
or
Investor Relations Jeni Hollander 901-818-7200
ir@fedex.com
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