MEMPHIS, Tenn., April 22, 2016 ... FedEx Corp. (“FedEx”) and Federal Express Corp. (“Federal Express” and, together with FedEx, the “Companies”) today announced the commencement of consent solicitations relating to the securities listed below (each, a “Series” and collectively, the “Securities”).
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Security
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CUSIP Number
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Aggregate Principal Amount Outstanding
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7.60% Notes due 2097
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313309AP1
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$240,000,000
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7.96% 1993 Series C2 Pass Through Certificates
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31331FAF8
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$5,738,000
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7.58% 1995 Series B3 Pass Through Certificates
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31331FAP6
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$45,828,741
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8.17% 1996 Series A2 Pass Through Certificates
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31331FAR2
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$20,850,345
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7.84% 1996 Series B2 Pass Through Certificates
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31331FAT8
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$24,886,616
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6.720% 1998-1-A Pass Through Certificates
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31331FAX9
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$208,062,796
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6.845% 1998-1-B Pass Through Certificates
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31331FAY7
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$52,862,629
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7.65% 1999-1-A Pass Through Certificates
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31331FBA8
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$58,154,565
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7.90% 1999-1-B Pass Through Certificates
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31331FBB6
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$18,444,565
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8.25% 1999-1-C Pass Through Certificates
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31331FBC4
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$8,624,500
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2.625% 2012 Pass Through Certificates
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313305AA2
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$59,301,612
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Each consent solicitation will expire at 5:00 p.m., New York City time,
on May 2, 2016, unless extended or earlier terminated with respect to a
consent solicitation or the consent solicitations (the “Expiration
Date”), subject to the terms and conditions of the consent
solicitations set forth in the consent solicitation statement, dated as
of April 22, 2016.
Prior to the commencement of the consent solicitation, FedEx issued
unconditional and irrevocable guarantees of the 7.60% Notes due 2097 and
of Federal Express’s obligations under the aircraft lease agreements
that serve as collateral for the equipment trust certificates underlying
each of the several series of pass through certificates, as well as
Federal Express’s obligations under the related participation agreements
and other related agreements to which Federal Express is a party.
The proposed amendments for which consent is being sought will, with
respect to the 7.60% Notes due 2097, amend the indenture governing the
notes and, with respect to the pass through certificates of each series,
will amend the pass through trust agreement relating to such series and
any participation agreement relating to such series. This amendment will
permit Federal Express to satisfy its obligation to provide certain
information to the respective parties specified in the relevant
agreements, including in some instances, certain audited financial
information of Federal Express, with certain information relating to
FedEx. If approved by the holders of a majority in aggregate principal
amount of any particular Series, the proposed amendments will be binding
on all holders of such Series of Securities and only holders of such
Series of Securities validly delivering consents (which are not validly
revoked) will receive the consent payment. Consents may be revoked at
any time prior to 5:00 p.m., New York City time, on May 2, 2016, as the
same may be extended with respect to a consent solicitation or the
consent solicitations.
For a complete statement of the terms and conditions of the consent
solicitations, holders of the Securities should refer to the consent
solicitation statement, dated as of April 22, 2016. Such conditions to
the consent solicitations are for the sole benefit of Federal Express,
and may be waived by Federal Express at any time. Federal Express may
terminate, extend or amend all, or any, of the consent solicitations at
any time.
The Solicitation Agent in connection with the consent solicitations is
BofA Merrill Lynch. Questions regarding the consent solicitations may be
directed to BofA Merrill Lynch, attention: Liability Management Group,
at (888) 292-0070 (toll free) or (980) 683-3215 (collect). Global
Bondholder Services Corporation is serving as Information Agent,
Tabulation Agent and Paying Agent in connection with the consent
solicitations. Requests for assistance in delivering consents or for
additional copies of the consent solicitation statement should be
directed to the Information Agent at (866) 794-2200 (toll free) or (212)
430-3774 (banks and brokers) (collect).
This announcement is not an offer to purchase, a solicitation of an
offer to purchase, or a solicitation of consents with respect to any
securities, including the Securities. The consent solicitations are
being made solely by the consent solicitation statement and are subject
to the terms and conditions stated therein. No recommendation is made,
or has been authorized to be made, as to whether or not holders of a
particular Series of Securities should consent to the adoption of the
proposed amendment pursuant to the applicable consent solicitation. The
Companies reserve the right, in their sole discretion, to modify the
consent solicitation statement or to amend or terminate any or all of
the consent solicitations.
The Investor Relations page of our website, investors.fedex.com,
contains a significant amount of information about FedEx, including our
SEC filings and financial and other information for investors. The
information that we post on our Investor Relations website could be
deemed to be material information. We encourage investors, the media and
others interested in the company to visit this website from time to
time, as information is updated and new information is posted.
Certain statements in this press release may be considered
forward-looking statements, such as statements relating to management’s
views with respect to future events and financial performance. Such
forward-looking statements are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from
historical experience or from future results expressed or implied by
such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, economic conditions in the global
markets in which we operate, our ability to execute on our profit
improvement programs, legal challenges or changes related to FedEx
Ground’s owner-operators, new U.S. domestic or international government
regulation, the impact from any terrorist activities or international
conflicts, our ability to effectively operate, integrate and leverage
acquired businesses, changes in fuel prices and currency exchange rates,
our ability to match capacity to shifting volume levels and other
factors which can be found in FedEx Corp.’s and its subsidiaries’ press
releases and filings with the SEC. Any forward-looking statement speaks
only as of the date on which it is made. We do not undertake or assume
any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
FedEx Corp. (NYSE: FDX) provides customers and businesses worldwide with
a broad portfolio of transportation, e-commerce and business services.
With annual revenues of $49 billion, the company offers integrated
business applications through operating companies competing collectively
and managed collaboratively, under the respected FedEx brand.
Consistently ranked among the world’s most admired and trusted
employers, FedEx inspires its 340,000 team members to remain
“absolutely, positively” focused on safety, the highest ethical and
professional standards and the needs of their customers and communities.
For more information, visit news.fedex.com.