UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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. ☐
SECTION 8. Other Events.
| Item 8.01. | Other Events. |
On December 13, 2021, FedEx Corporation (“FedEx”) and U.S. Bank National Association (“U.S. Bank”) entered into Succession Agreements (the “Succession Agreements”) with The Bank of New York Mellon Trust Company, N.A. (“BNY Mellon”) and Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association (“Wells Fargo”), respectively, and the guarantors named therein. Pursuant to the Succession Agreements, U.S. Bank has replaced BNY Mellon and Wells Fargo, respectively, as trustee under the Indenture dated as of August 8, 2006 by and among FedEx, the guarantors named therein, and BNY Mellon and the Indenture dated as of October 23, 2015 by and among FedEx, the guarantors named therein, and Wells Fargo (collectively, the “Indentures”) with respect to all of FedEx’s debt securities and the related guarantees issued or to be issued under the Indentures.
We are filing this Current Report on Form 8-K for the purpose of incorporating by reference the Succession Agreements and the Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association into the Registration Statement on Form S-3 (Registration No. 333-240157) by which FedEx’s debt securities and the related guarantees issued under the Indentures were registered.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 4.1 | Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, The Bank of New York Mellon Trust Company, N.A., and U.S. Bank National Association. | |
| 4.2 | Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association., and U.S. Bank National Association. | |
| 25.1 | Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of U.S. Bank National Association, as Successor Trustee under the Indentures. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
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: December 16, 2021 | By: | /s/ Herbert C. Nappier | ||||
| Herbert C. Nappier | ||||||
| Executive Vice President – Finance and Treasurer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 4.1 | Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, The Bank of New York Mellon Trust Company, N.A., and U.S. Bank National Association. | |
| 4.2 | Succession Agreement, dated as of December 13, 2021, among FedEx Corporation, the guarantors named therein, Computershare Trust Company, N.A., as agent for Wells Fargo Bank, National Association., and U.S. Bank National Association. | |
| 25.1 | Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of U.S. Bank National Association, as Successor Trustee under the Indentures. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |