Item 7.01. Regulation FD Disclosure.
On April 19, 2021, FedEx Corporation (the "Company" or "FedEx") commenced an
offering of euro-denominated notes registered under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to a registration statement on Form
S-3 (File No. 333-240157) previously filed with the Securities and Exchange
Commission ("SEC") under the Securities Act. The Company may also commence a
separate offering of one or more series of U.S. dollar-denominated notes. The
Company currently intends to use the net proceeds from the offering of
euro-denominated notes, together with the net proceeds from any offering of U.S.
dollar-denominated notes and existing cash and cash equivalents, to redeem in
full the $500 million aggregate principal amount outstanding of its 3.400% notes
due 2022, the €640 million aggregate principal amount outstanding of its 0.700%
notes due 2022, the $500 million aggregate principal amount outstanding of its
2.625% notes due 2022, the €750 million aggregate principal amount outstanding
of its 1.000% notes due 2023, the $250 million aggregate principal amount
outstanding of its 2.700% notes due 2023, the $750 million aggregate principal
amount outstanding of its 4.000% notes due 2024, the $700 million aggregate
principal amount outstanding of its 3.200% notes due 2025, the $1.0 billion
aggregate principal amount outstanding of its 3.800% notes due 2025 and the $450
million aggregate principal amount outstanding of its 3.300% notes due 2027
(collectively, the "Outstanding Notes"), and to pay accrued and unpaid interest
and any make-whole premium thereon and all fees and expenses related thereto.
The Company intends to use any remaining net proceeds for general corporate
purposes.
The information contained in this Current Report on Form 8-K is neither an offer
to sell nor a solicitation of an offer to buy any securities of the Company or
its subsidiaries. This Current Report on Form 8-K does not constitute a notice
of redemption for any Outstanding Notes under their respective indentures. No
assurance is given that a notice of redemption for any Outstanding Notes will be
issued or that any Outstanding Notes will be redeemed.
The information in this Current Report on Form 8-K is being furnished pursuant
to Item 7.01 of Form 8-K and General Instruction B.2 thereunder. Such
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act.
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Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
forward-looking statements, such as statements relating to the Company's
anticipated receipt of the proceeds from the issuance of euro-denominated notes
and U.S. dollar-denominated notes and its use of the net proceeds therefrom to
redeem the Outstanding Notes. Forward-looking statements include those preceded
by, followed by or that include the words "will," "may," "could," "would,"
"should," "believes," "expects," "anticipates," "plans," "estimates," "targets,"
"projects," "intends" or similar expressions. These forward-looking statements
involve risks and uncertainties. Actual results may differ materially from those
contemplated (expressed or implied) by such forward-looking statements, such as
statements relating to management's views with respect to future events and
financial performance and underlying assumptions. 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, the negative
impacts of the COVID-19 pandemic; economic conditions in the global markets in
which we operate; anti-trade measures and additional changes in international
trade policies and relations; a significant data breach or other disruption to
our technology infrastructure; our ability to successfully integrate the
businesses and operations of Federal Express Corporation ("FedEx Express") and
TNT Express in the expected time frame and at the expected cost and to achieve
the expected benefits from the combined businesses; our ability to successfully
implement our FedEx Express workforce reduction plan in Europe; our ability to
continue to transform and optimize the FedEx Express international business,
particularly in Europe; our ability to successfully implement our business
strategy, effectively respond to changes in market dynamics and achieve the
anticipated benefits and associated cost savings of such strategies and actions;
the future rate of e-commerce growth and our ability to successfully expand our
e-commerce services portfolio; damage to our reputation or loss of brand equity;
the impact of the United Kingdom's withdrawal from the European Union and the
terms of their future trading relationship; the timeline for recovery of
passenger airline cargo capacity; changes in fuel prices or currency exchange
rates; our ability to match capacity to shifting volume levels; the impact of
intense competition; evolving or new U.S. domestic or international government
regulation or regulatory actions; future guidance, regulations, interpretations,
challenges or judicial decisions related to our tax positions; our ability to
effectively operate, integrate, leverage and grow acquired businesses, including
ShopRunner, Inc.; legal challenges or changes related to service providers
engaged by FedEx Ground Package System, Inc. and the drivers providing services
on their behalf; an increase in self-insurance accruals and expenses;
disruptions or modifications in service by, or changes in the business or
financial soundness of, the U.S. Postal Service; the impact of any international
conflicts or terrorist activities; our ability to quickly and effectively
restore operations following adverse weather or a localized disaster or
disturbance in a key geography; our ability to achieve our goal of
carbon-neutral operations by 2040; constraints, volatility or disruption in the
capital markets and our ability to obtain financing; and other factors which can
be found in FedEx's and its subsidiaries' press releases and FedEx's filings
with the SEC. Any forward-looking statement speaks only as of the date on which
it is made. We do 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.
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