UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 13, 2020, Federal Express Corporation (“FedEx Express”), a wholly owned subsidiary of FedEx Corporation (the “Company”), and Wilmington Trust Company, as subordination agent (the “Subordination Agent”), loan trustee and pass through trustee (the “Trustee”) under a pass through trust agreement pursuant to which a newly formed pass through trust (the “Trust”) was created by FedEx Express, entered into 19 separate Participation Agreements, each dated as of August 13, 2020 (each, a “Participation Agreement” and, collectively, the “Participation Agreements”). The Participation Agreements provide for the issuance by FedEx Express of equipment notes (the “Equipment Notes”) in an aggregate principal amount of $970,000,000 secured by thirteen Boeing 767-300F aircraft and six Boeing 777F aircraft, delivered new to FedEx Express between September 2015 and June 2020 (each such aircraft, an “Aircraft” and, collectively, the “Aircraft”), and which are substantially identical with respect to each model of Aircraft. The Equipment Notes were issued under separate Indenture and Security Agreements (each, an “Indenture” and, collectively, the “Indentures”) entered into by FedEx Express and Wilmington Trust Company, as loan trustee (the “Loan Trustee”), on August 13, 2020, with respect to each Aircraft.
The Equipment Notes bear interest at the rate of 1.875% per annum. The Equipment Notes were purchased by the Trustee using the proceeds from the sale of a total of $970,000,000 aggregate principal amount of FedEx Express Class AA Pass Through Certificates, Series 2020-1AA (the “Certificates”) through the Trust. The Trustee will distribute payments of principal, make-whole amount (if any) and interest received on the Equipment Notes to the holders of the Certificates, subject to the subordination provisions set forth in the intercreditor agreement, dated as of August 13, 2020, among the Trustee, the Liquidity Provider and the Subordination Agent. Pursuant to a Revolving Credit Agreement dated August 13, 2020, between BNP Paribas, acting through its New York Branch, as liquidity provider (the “Liquidity Provider”), and the Subordination Agent, the Liquidity Provider will provide a liquidity facility for the Certificates, in an amount sufficient to make three semiannual interest distributions on the outstanding balance of the Certificates.
The interest on the Equipment Notes is payable semiannually on February 20 and August 20 of each year, beginning on February 20, 2021. The principal payments on the Equipment Notes are scheduled on February 20 and August 20 of each year, beginning on February 20, 2021. The final payments are expected to be due on February 20, 2034. Maturity of the Equipment Notes may be accelerated upon the occurrence of certain events of default, including failure by FedEx Express (in some cases after notice or the expiration of a grace period, or both) to make payments under the applicable Indenture when due or to comply with certain covenants, as well as certain bankruptcy events involving FedEx Express or the Company. The Equipment Notes issued with respect to each Aircraft are secured by a lien on such Aircraft and are also cross-collateralized by the other Aircraft. The payment obligations of FedEx Express in respect of the Equipment Notes are fully and unconditionally guaranteed by the Company.
The Certificates were registered for offer and sale pursuant to the Securities Act of 1933, as amended, under the Company and FedEx Express’s shelf registration statement on Form S-3 (File No. 333-240157) (the “Registration Statement”), including the base prospectus therein dated July 29, 2020 and the final prospectus supplement thereto dated July 30, 2020.
The foregoing description of the agreements and instruments is qualified in its entirety by reference to such agreements and instruments, copies of which are filed herewith as exhibits and are incorporated by reference herein. This Current Report on Form 8-K is also being filed for the purpose of filing as exhibits to the Registration Statement the documents listed in Item 9.01 below, which are hereby incorporated by reference in the Registration Statement.
SECTION 2. FINANCIAL INFORMATION.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| * | Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.1 filed herewith contains a list of documents applicable to the Boeing 767-300F Aircraft (other than the Aircraft bearing Registration No. N126FE) that relate to the offering of the FedEx Express Class AA Pass Through Certificates, Series 2020-1AA, which documents are substantially identical to those which are filed herewith as Exhibits 4.7 and 4.9, except for the information identifying such Aircraft in question and various information relating to the principal amounts of the Equipment Notes relating to such Aircraft. Exhibit 99.1 sets forth the details by which such documents differ from the corresponding representative sample of documents filed herewith as Exhibits 4.7 and 4.9 with respect to the Aircraft bearing Registration No. N976JT. |
| ** | Pursuant to Instruction 2 to Item 601 of Regulation S-K, Exhibit 99.2 filed herewith contains a list of documents applicable to the Boeing 777F Aircraft (other than the Aircraft bearing Registration No. N869FD) that relate to the offering of the FedEx Express Class AA Pass Through Certificates, Series 2020-1AA, which documents are substantially identical to those which are filed herewith as Exhibits 4.8 and 4.10, except for the information identifying such Aircraft in question and various information relating to the principal amounts of the Equipment Notes relating to such Aircraft. Exhibit 99.2 sets forth the details by which such documents differ from the corresponding representative sample of documents filed herewith as Exhibits 4.8 and 4.10 with respect to the Aircraft bearing Registration No. N869FD. |
| † | Certain attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K because the information contained therein is not material and is not otherwise publicly disclosed. The Company will furnish supplementally copies of such attachments to the Securities and Exchange Commission or its staff upon request. |
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: | August 13, 2020 | By: | /s/ Herbert C. Nappier | |
| Herbert C. Nappier Executive Vice President, Treasurer, Tax & Corporate Development | ||||