FedEx Corporation (NYSE:FDX) today announced that it intends to offer, subject to market and other conditions, $2 billion of senior unsecured notes pursuant to an effective registration statement previously filed with the Securities and Exchange Commission. The offering and the final terms of the notes, including principal amount, interest rate and maturity, will depend on market and other conditions at the time of pricing.
FedEx intends to use proceeds from the offering to make payments under accelerated share repurchase agreements (ASRs) with Goldman, Sachs & Co. and JPMorgan Chase Bank, National Association, London Branch, which are part of the company’s previously announced share repurchase program. The effectiveness of the ASRs is conditioned upon the closing of the notes offering. Under the terms of the ASRs, FedEx has agreed to repurchase an aggregate of $2 billion of its common stock from the banks, with an initial delivery of approximately 11.4 million shares based on current market prices. The final number of shares to be repurchased under each ASR will be based on a discount to the volume-weighted average stock price for Rule 10b-18 eligible transactions in FedEx’s common stock during the term of the relevant transaction. Purchases under the ASRs are expected to be completed prior to the end of FedEx’s current fiscal year on May 31, 2014. FedEx expects to continue to repurchase shares in the open market from time to time, subject to market and other conditions.
J.P. Morgan Securities LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as joint book-running managers for the offering.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.