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FedEx 8-K 2015

 

 

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):  January 9, 2015

 


 

FedEx Corporation

(Exact name of registrant as specified in its charter)

 

Commission File Number 1-15829

 

Delaware

 

62-1721435

(State or other jurisdiction of

 

(IRS Employer

incorporation)

 

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

 


 

Federal Express Corporation

(Exact name of registrant as specified in its charter)

 

Commission File Number 1-7806

 

Delaware

 

71-0427007

(State or other jurisdiction of

 

(IRS Employer

incorporation)

 

Identification No.)

 

3610 Hacks Cross Road, Memphis, Tennessee

 

38125

(Address of principal executive offices)

 

(ZIP Code)

 

Registrant’s telephone number, including area code:  (901) 369-3600

 


 

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:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

SECTION 8. OTHER EVENTS.

 

Item 8.01.             Other Events.

 

On January 9, 2015, FedEx Corporation issued $400,000,000 aggregate principal amount of its 2.300% Notes due 2020, $700,000,000 aggregate principal amount of its 3.200% Notes due 2025, $500,000,000 aggregate principal amount of its 3.900% Notes due 2035, $650,000,000 aggregate principal amount of its 4.100% Notes due 2045 and $250,000,000 aggregate principal amount of its 4.500% Notes due 2065.

 

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. 333-183989) 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 January 6, 2015, among FedEx Corporation, the Significant Guarantors named therein and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, on behalf of themselves and as representatives of the several underwriters named therein.

 

 

 

4.1

 

Supplemental Indenture No. 6, dated as of January 9, 2015, between FedEx Corporation, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.

 

 

 

4.2

 

Form of 2.300% Note due 2020 (included in Exhibit 4.1).

 

 

 

4.3

 

Form of 3.200% Note due 2025 (included in Exhibit 4.1).

 

 

 

4.4

 

Form of 3.900% Note due 2035 (included in Exhibit 4.1).

 

 

 

4.5

 

Form of 4.100% Note due 2045 (included in Exhibit 4.1).

 

 

 

4.6

 

Form of 4.500% Note due 2065 (included in Exhibit 4.1).

 

 

 

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, Senior Managing Attorney — 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).

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

 

 

 

FedEx Corporation

 

 

 

 

 

Date: January 9, 2015

By:

/s/ Herbert C. Nappier

 

 

Herbert C. Nappier

 

 

Staff Vice President and Corporate Controller

 

 

 

 

 

 

 

Federal Express Corporation

 

 

 

 

 

 

Date: January 9, 2015

By:

/s/ Elise L. Jordan

 

 

Elise L. Jordan

 

 

Senior Vice President and Chief Financial Officer

 

2



 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

1.1

 

Underwriting Agreement, dated January 6, 2015, among FedEx Corporation, the Significant Guarantors named therein and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, on behalf of themselves and as representatives of the several underwriters named therein.

 

 

 

4.1

 

Supplemental Indenture No. 6, dated as of January 9, 2015, between FedEx Corporation, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee.

 

 

 

4.2

 

Form of 2.300% Note due 2020 (included in Exhibit 4.1).

 

 

 

4.3

 

Form of 3.200% Note due 2025 (included in Exhibit 4.1).

 

 

 

4.4

 

Form of 3.900% Note due 2035 (included in Exhibit 4.1).

 

 

 

4.5

 

Form of 4.100% Note due 2045 (included in Exhibit 4.1).

 

 

 

4.6

 

Form of 4.500% Note due 2065 (included in Exhibit 4.1).

 

 

 

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, Senior Managing Attorney — 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).

 

E-1


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