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 29, 2021
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) |
Registrant’s telephone number, including area code: (901) 818-7500
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 29, 2021, FedEx Corporation issued $1,000,000,000 aggregate principal amount of its 2.400% Notes due 2031 and $750,000,000 aggregate principal amount of its 3.250% Notes due 2041.
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. 333-240157) 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 20, 2021, among FedEx Corporation, the Significant Guarantors named therein and Truist Securities, Inc. 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. 12, dated as of April 29, 2021, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee. |
| | | |
| 4.3 | | Form of 2.400% Note due 2031 (included in Exhibit 4.2). |
| | | |
| 4.4 | | Form of 3.250% Note due 2041 (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 Tracy B. Brightman, General Counsel, Senior Vice President Legal & Human Resources 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 Tracy B. Brightman (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). |
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 29, 2021 | By: | /s/ Herbert C. Nappier |
| | | | Name: | Herbert C. Nappier |
| | | | Title: | Executive Vice President, Treasurer, Tax & Corporate Development |
