FedEx Extends Expiration Date for Exchange Offers on Outstanding Senior Notes
FedEx Corporation today announced that it is extending the expiration date for certain of its previously announced offers to exchange outstanding senior notes (each, an “Exchange Offer” and collectively, the “Exchange Offers”) for new registered notes of the same principal amount, with substantially identical terms (the “Exchange Notes”), except that the Exchange Notes will be registered under the Securities Act of 1933, as amended. This extension provides eligible holders of the Notes additional time to participate in the Exchange Offers.
Originally, the Exchange Offers were set to expire on September 29, 2025, at 5:00 p.m. New York City time (the “Prior Expiration Date”). Under today’s announcement, FedEx has extended the expiration date to October 6, 2025, at 5:00 p.m. New York City time, unless further extended by the company. The extension applies to all series of the Notes listed in the Exchange Offers, with the exception of FedEx’s 3.875% Notes due 2042 (the “2042 Notes”), which have already reached full participation. This move ensures that holders of eligible Notes, who have not yet tendered their securities, have additional time to make an informed decision regarding their participation in the Exchange Offers.
The Exchange Offers are a key component of FedEx’s ongoing debt management strategy. By offering holders the opportunity to exchange their outstanding notes for new Exchange Notes that are registered under federal securities laws, FedEx aims to enhance liquidity, streamline its debt profile, and potentially broaden the market for its debt securities among institutional and retail investors. The Exchange Notes maintain the same key economic terms—including interest rates, maturity dates, and other material provisions—as the outstanding notes, ensuring that investors exchanging their notes will not experience any fundamental change to their investment, aside from the benefit of holding registered securities.
It is important to note that the Exchange Offer for the 2042 Notes will not be extended. As of the Prior Expiration Date, 100% of the aggregate principal amount of the 2042 Notes had already been validly tendered and not validly withdrawn. Accordingly, FedEx expects to settle the Exchange Offer for the 2042 Notes on or about October 1, 2025, fulfilling its obligations under that specific exchange. The full participation in the 2042 Notes Exchange Offer underscores the strong demand among investors for FedEx’s registered notes and demonstrates confidence in the company’s debt management initiatives.
For the other series of Notes covered under the Exchange Offers, FedEx is allowing additional time for holders to tender their notes, reflecting the company’s commitment to providing a fair opportunity to all eligible investors. This extension does not alter any other terms, provisions, or conditions of the Exchange Offers, which remain in full force and effect. Investors who have already tendered their notes do not need to take any further action, as their tenders remain valid under the original terms of the Exchange Offers.
The Exchange Offers are being facilitated by U.S. Bank Trust Company, National Association, serving as the exchange agent for U.S.-dollar denominated notes (the “U.S. Exchange Agent”), and U.S. Bank Europe DAC, U.K. Branch, serving as the exchange agent for Euro-denominated notes. Collectively, these entities are referred to as the “Exchange Agents.” The Exchange Agents are responsible for receiving and processing tenders, delivering Exchange Notes, and handling any inquiries from noteholders regarding the terms of the Exchange Offers.
According to information provided by the Exchange Agents, as of the Prior Expiration Date, substantial principal amounts of the eligible Notes had already been validly tendered and not validly withdrawn. The exact principal amounts for each series of Notes are outlined in the Exchange Offers and provide a clear view of investor participation to date. FedEx anticipates that the extension will enable additional holders to participate, thereby enhancing the overall effectiveness of the Exchange Offers.
The strategic rationale behind these Exchange Offers is multifaceted. By registering the Exchange Notes under the Securities Act of 1933, FedEx improves the marketability of its debt securities, potentially increasing demand and liquidity. Registered notes are more accessible to a broader pool of investors, including certain institutional buyers and retail investors who may be restricted from purchasing unregistered securities. This registration also aligns FedEx with broader capital market practices and can facilitate future debt offerings or secondary market trading, which may benefit both the company and its investors.
From an investor perspective, the Exchange Offers present an opportunity to convert unregistered notes into registered securities without changing the fundamental terms of the investment. This process provides added regulatory transparency, which can make the notes more attractive for certain portfolios and funds that have compliance requirements regarding registered securities. Furthermore, the Exchange Notes are expected to retain all key features of the original notes, including interest payments and maturity schedules, ensuring that investors maintain exposure to the same financial instrument while gaining the benefits of registration.
FedEx continues to emphasize that all other terms, provisions, and conditions of the Exchange Offers remain unchanged. Investors considering participation are encouraged to carefully review the terms of the Exchange Offers, consult with their financial and tax advisors, and evaluate their options in light of their individual investment objectives. The extension of the expiration date is designed to provide investors with additional flexibility to make decisions without pressure, and FedEx expects robust participation before the new expiration date of October 6, 2025.
The company’s decision to extend the Exchange Offers, while not necessary for the 2042 Notes due to full participation, reflects a broader commitment to investor engagement and responsible corporate governance. By allowing additional time, FedEx ensures equitable access to the Exchange Offers for all noteholders who wish to participate. This approach is consistent with industry best practices for corporate debt exchanges and highlights FedEx’s proactive communication with its investors.
The Exchange Offers also illustrate FedEx’s ongoing focus on optimizing its balance sheet and capital structure. By exchanging existing notes for registered notes, the company is not only improving marketability but also reinforcing its credibility in the capital markets. Such initiatives can support the company’s long-term financial stability, providing flexibility for future growth initiatives, acquisitions, or refinancing activities.
Investors with questions regarding the Exchange Offers or the process for tendering notes should contact the Exchange Agents: U.S. Bank Trust Company, National Association, for U.S.-dollar denominated notes, or U.S. Bank Europe DAC, U.K. Branch, for Euro-denominated notes. Detailed information, including the principal amounts of notes tendered as of the Prior Expiration Date, can be found in the Exchange Offers’ documentation filed with the Securities and Exchange Commission.
In conclusion, the extension of the expiration date for FedEx’s Exchange Offers, set now for October 6, 2025, represents an important step in the company’s ongoing debt management strategy. It provides holders of eligible notes additional time to participate, ensures fair treatment of all investors, and underscores FedEx’s commitment to maintaining transparency and marketability in its debt securities. With 100% participation already achieved for the 2042 Notes, and ongoing engagement from other noteholders, the Exchange Offers are expected to be a significant milestone in FedEx’s broader efforts to optimize its capital structure and provide registered, marketable debt instruments to the investment community.