FedEx said its Board of Directors has decided to pursue a full separation of the FedEx Freight business through the capital markets, creating a new publicly traded company. On January 7, 2025, the company announced the start of offers to exchange its outstanding senior notes tied to the separation for new notes.

8-KOther EventsFiled Jan 7, 2025Period of report Jan 7, 2025Summary published (UTC) Oct 17, 2026

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FedEx said its Board of Directors has decided to pursue a full separation of the FedEx Freight business through the capital markets, creating a new publicly traded company. On January 7, 2025, the company announced the start of offers to exchange its outstanding senior notes tied to the separation for new notes.
The company said the separation is intended to be tax-free to FedEx stockholders for U.S. federal income tax purposes and is expected to be completed within the next 18 months. It also said FedEx does not intend to increase its leverage in connection with the separation.
The company said it is offering $970 principal of new notes as Exchange Consideration for each $1,000 principal of existing notes. Investors who validly tender by January 22, 2025 at 5:00 p.m., New York City time, will also receive $30 principal of new notes and $2.50 in cash as an Early Participation Payment. The exchange offers expire at 5:00 p.m., New York City time, on February 6, 2025.
The company said it is also soliciting consents from holders of existing notes to amend the indentures so that the guarantee of FedEx Freight, Inc. is automatically and unconditionally released when it ceases to be a FedEx subsidiary in connection with the separation. The company explained that each series of new notes will have the same interest rate and maturity as the corresponding series of existing notes.

Summary

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Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

FedEx Freight Separation Plan and Exchange Offers Launched

FedEx said its Board of Directors has decided to pursue a full separation of the FedEx Freight business through the capital markets, creating a new publicly traded company. On January 7, 2025, the company announced the start of offers to exchange its outstanding senior notes tied to the separation for new notes.

Source · Based on the filing body and exhibits

Separation Timing, Tax Intent and Leverage Unchanged

The company said the separation is intended to be tax-free to FedEx stockholders for U.S. federal income tax purposes and is expected to be completed within the next 18 months. It also said FedEx does not intend to increase its leverage in connection with the separation.

Source · Based on the filing body and exhibits

Exchange Consideration and Early Participation Terms

The company said it is offering $970 principal of new notes as Exchange Consideration for each $1,000 principal of existing notes. Investors who validly tender by January 22, 2025 at 5:00 p.m., New York City time, will also receive $30 principal of new notes and $2.50 in cash as an Early Participation Payment. The exchange offers expire at 5:00 p.m., New York City time, on February 6, 2025.

Source · Based on the filing body and exhibits

Consent Solicitation to Release FedEx Freight, Inc. Guarantee

The company said it is also soliciting consents from holders of existing notes to amend the indentures so that the guarantee of FedEx Freight, Inc. is automatically and unconditionally released when it ceases to be a FedEx subsidiary in connection with the separation. The company explained that each series of new notes will have the same interest rate and maturity as the corresponding series of existing notes.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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