FEDEX CORP 8-K

What Happened

• FedEx Corporation filed an 8-K on June 25, 2026 announcing cash tender offers to purchase up to $4.15 billion (excluding accrued interest) of multiple series of its outstanding notes. The Offers cover a range of bonds (maturities from 2028 through 2065) and are described in an Offer to Purchase dated June 25, 2026.
• To receive the full consideration (which includes an early tender premium), holders must validly tender and not withdraw by 5:00 p.m., New York time, on July 9, 2026 (the “Early Tender Time”). The Offers are set to expire at 5:00 p.m., New York time, on July 24, 2026 unless extended. FedEx expects to settle accepted tenders at or before the Early Tender Time on July 14, 2026.

Key Details

• Offer size: up to $4.15 billion aggregate purchase price (excluding accrued interest).
• Early tender premium: $30 per $1,000 principal amount (included in the total consideration).
• Key dates: Early Tender Time — July 9, 2026 at 5:00 p.m. (NY); expected early settlement — July 14, 2026; Offer expiration — July 24, 2026 at 5:00 p.m. (NY).
• Funding: Proceeds include approximately $4.1 billion paid to FedEx by FedEx Freight as a cash dividend following the FedEx Freight spin-off (completed June 1, 2026), together with FedEx cash on hand.
• Dealer managers: Goldman Sachs, J.P. Morgan, BofA Securities, Citi and Wells Fargo are lead dealer managers (with Morgan Stanley and Scotia Capital as co-dealers).

Why It Matters

• This is a debt-reduction/liability-management action: FedEx is offering to repurchase a portion of its long-term bonds, which can shorten or reprioritize its debt profile and potentially reduce future interest obligations.
• The Offers are explicitly funded in part by the $4.1B dividend received from the FedEx Freight spin-off, showing management’s stated plan to use spin-off proceeds for capital allocation toward debt retirement.
• Bondholders should note the specific deadlines and the $30 per $1,000 early tender premium; notes tendered by the Early Tender Time generally cannot be withdrawn. Equity investors may view this as a use of spin-off proceeds to strengthen the parent company’s balance sheet.