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Get filing alertsFedEx launches $4.15B debt tender offer funded by FedEx Freight spin-off dividend
Filed June 25, 2026 · Period ending June 25, 2026 · ~1 min read
Key Changes
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Cash tender offers for 19 note series (2028–2065; 2.400%–5.250%) capped at $4.15B aggregate purchase price (Offer Cap), funded by the $4.1B FedEx Freight spin dividend plus cash on hand — a purchase-price cash cap, so face value retired can exceed $4.15B on discount bonds.
Item 8.01 / Exhibit 99.1 view on EDGAR → -
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Ex 99.1: tenders support maintaining a leverage-neutral profile post-spin (company language). Early tender $30/$1,000 by July 9; expire July 24; early settlement July 14; final July 28.
Exhibit 99.1 view on EDGAR → -
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Lead Dealer Managers: Goldman / JPM / BofA / Citi / Wells; Co-DMs: Morgan Stanley / Scotia. Item 8.01 filed (not furnished).
Exhibit 99.1 view on EDGAR →
Summary
FedEx is deploying the $4.1 billion cash dividend from the June 1, 2026 FedEx Freight spin-off (together with cash on hand) to fund cash tender offers capped at $4.15 billion of aggregate purchase price — not principal amount — across 19 note series (coupons 2.400%–5.250%, maturities 2028–2065). Because several series trade at a discount to par, the cash Offer Cap can retire more than $4.15B of face value.
Bondholders tendering by July 9 receive a $30 per $1,000 early tender premium (included in total consideration); offers expire July 24; early settlement July 14; final settlement July 28 (Ex 99.1). Exhibit 99.1 states the tenders support maintaining a leverage-neutral profile after the spin — FedEx's framing, not the report's gloss. Lead Dealer Managers: Goldman Sachs, J.P.
Morgan, BofA, Citigroup, Wells Fargo; Co-Dealer Managers: Morgan Stanley, Scotia Capital. Item 8.01 / exhibits are filed (not furnished). Signed by Trampas T. Gunter, Corporate VP, Corporate Development and Treasurer.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
FedEx Corp. (NYSE: FDX) (“FedEx”) today announced that it has commenced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for the maximum principal amount of validly tendered (and not validly withdrawn) notes set forth below (collectively, the “Notes”), such that the aggregate purchase price, not including accrued and unpaid interest, payable in respect of such Notes will not exceed $4.15 billion (the “Offer Cap”).
FedEx has commenced tender offers to repurchase up to $4.15 billion in aggregate purchase price (the Offer Cap; not principal amount) of 19 series of outstanding notes with maturities ranging from 2028 to 2065. The offers use a waterfall methodology with acceptance priority levels, and holders tendering by July 9, 2026 receive an early tender premium of $30 per $1,000 principal amount. The consideration for each series is calculated using a fixed spread over a reference U.S. Treasury security.
Added in current filing · view on EDGAR →
As previously announced, FedEx finalized the spin-off of FedEx Freight Holding Company, Inc. (“FedEx Freight”) on June 1, 2026 (the “Spin-Off”), establishing FedEx Freight as an independent, publicly traded company. The Spin-Off was achieved through the distribution by FedEx of 80.1% of the outstanding shares of FedEx Freight’s common stock on a pro rata basis to holders of FedEx common stock. In connection with the Spin-Off, FedEx Freight paid a cash dividend of approximately $4.1 billion to FedEx (the “FedEx Freight Dividend”), the proceeds of which will be used, together with cash on hand, to fund the consideration for the Offers.
FedEx completed the spin-off of FedEx Freight on June 1, 2026, distributing 80.1% of FedEx Freight shares to FedEx shareholders. FedEx Freight paid FedEx a $4.1 billion cash dividend in connection with the spin-off, which FedEx is using along with cash on hand to fund the tender offers. The tender offers support FedEx's strategy to maintain a leverage-neutral profile after the spin-off. Note: these figures were previously disclosed in the company's Jun 1, 2026 8-K.
Added in current filing · verify on EDGAR →
Each Offer is scheduled to expire at 5:00 p.m., New York City time, on July 24, 2026, unless extended or earlier terminated by FedEx (such date and time, as the same may be extended or earlier terminated with respect to each Offer, the “Expiration Time”). To receive the Total Consideration, holders of the Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 9, 2026, unless such deadline is extended with respect to the applicable Offer (such date and time, as the same may be extended with respect to each Offer, the “Early Tender Time”). Tenders of Notes may not be validly withdrawn after 5:00 p.m., New York City time, on July 9, 2026 (the “Withdrawal Deadline”).
The tender offers expire July 24, 2026. Holders must tender by July 9, 2026 to receive the total consideration including the early tender premium; tenders after that date but before expiration receive lower consideration. Notes cannot be withdrawn after July 9, 2026. Early settlement is expected July 14, 2026, and final settlement July 28, 2026.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 10, 2026 · How we verify