FEDEX CORP 8-K

What Happened
FedEx Corp (FDX) filed an 8-K on Jan. 16, 2026 reporting that FedEx Freight Holding Company, Inc. entered into two credit agreements dated Jan. 15, 2026 to support the planned spin-off of FedEx Freight. The agreements include a five-year $1.2 billion revolving credit facility (with a $50 million letter-of-credit sub-facility) and a three-year $600 million delayed draw term loan — $1.8 billion in total. The term loan proceeds may be used to fund a cash distribution to FedEx, spin-off costs, and related fees; the revolver is for general corporate purposes and spin-off expenses.

Key Details

• Agreements dated Jan. 15, 2026: $1.2B revolving credit facility (5 years) + $600M delayed-draw term loan (3 years).
• Interest and fees: base-rate margin 0.00%–0.75%; benchmark (SOFR-based) margin 1.00%–1.75%; commitment/ticking fees 0.09%–0.25% depending on FedEx Freight’s credit rating.
• Conditions and covenants: borrowing availability is conditioned on the spin-off; FedEx will guarantee obligations until the spin-off, after which FedEx and its guarantor subsidiaries are automatically released. Leverage covenant: total leverage ≤3.75x initially, tightening to ≤3.50x after seven months (temporary bump to 4.00x allowed after large acquisitions).
• Corporate governance change: Stephen E. Gorman notified FedEx he will resign from the FedEx board effective upon joining the FedEx Freight board; no disagreements were reported.

Why It Matters
These credit facilities provide FedEx Freight with committed liquidity to support the standalone company and to fund the planned cash distribution to FedEx as part of the spin-off. The size, pricing ranges, maturity terms, and leverage covenants are material for investors because they affect FedEx Freight’s financing costs, its ability to pursue acquisitions or return capital, and FedEx’s near-term cash receipt from the spin-off. Borrowing availability is tied to completion of the spin-off, and FedEx’s guarantee ends at spin-off, which are key structural protections and transition mechanics for both companies.