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 31, 2018

 

FedEx Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

 

942 South Shady Grove Road,
Memphis, Tennessee 38210

(Address of Principal Executive Offices)

 

(901) 818-7500

(Registrant’s telephone number, including area code)

 

 

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))

 

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 o

 

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. o

 

 

 

SECTION 8. OTHER EVENTS.

 

Item 8.01. Other Events.

 

On January 31, 2018, FedEx Corporation issued $500,000,000 aggregate principal amount of its 3.400% Notes due 2028 and $1,000,000,000 aggregate principal amount of its 4.050% Notes due 2048.

 

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. 333-207036) 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 29, 2018, among FedEx Corporation, the Significant Guarantors named therein and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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. 5, dated as of January 31, 2018, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
4.3		Form of 3.400% Note due 2028 (included in Exhibit 4.2).
4.4		Form of 4.050% Note due 2048 (included in Exhibit 4.2).
5.1		Opinion of Sidley Austin 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, Managing Director — Employment Law and Assistant Secretary of FedEx Freight, Inc., regarding certain matters relating to FedEx Freight, Inc.
23.1		Consent of Sidley Austin 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).

 

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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:	January 31, 2018		By:	/s/ Michael C. Lenz
				Name:	Michael C. Lenz
				Title:	Corporate Vice President and Treasurer

 

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EXHIBIT INDEX

 

Exhibit Number		Description
1.1		Underwriting Agreement, dated January 29, 2018, among FedEx Corporation, the Significant Guarantors named therein and Morgan Stanley & Co. LLC , Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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. 5, dated as of January 31, 2018, between FedEx Corporation, the Guarantors named therein and Wells Fargo Bank, National Association, as trustee.
4.3		Form of 3.400% Note due 2028 (included in Exhibit 4.2).
4.4		Form of 4.050% Note due 2048 (included in Exhibit 4.2).
5.1		Opinion of Sidley Austin 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, Managing Director — Employment Law and Assistant Secretary of FedEx Freight, Inc., regarding certain matters relating to FedEx Freight, Inc.
23.1		Consent of Sidley Austin 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).

 

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