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Simpson Thacher Represents Initial Purchasers in $3.7 Billion Debt Offering by FedEx Freight in Connection with Planned Spin-Off

02.10.26

The Firm recently represented the initial purchasers in connection with a Rule 144A/Regulation S offering by FedEx Freight Holding Company, Inc. (“FedEx Freight”) of $1 billion aggregate principal amount of 4.300% Senior Notes due 2029, $1 billion aggregate principal amount of 4.650% Senior Notes due 2031, $700 million aggregate principal amount of 4.950% Senior Notes due 2033 and $1 billion aggregate principal amount of 5.250% Senior Notes due 2036 (collectively, the “Notes”). The Notes are initially guaranteed by FedEx Corporation and FedEx Freight, Inc.

The Notes were being offered as part of the financing for the proposed separation of FedEx Freight from FedEx Corporation, which will result in FedEx Freight owning and operating, through its subsidiaries, FedEx Corporation’s less-than-truckload (LTL) freight transportation services business, including FedEx Freight Direct and LTL Select, and the other businesses, including FedEx Custom Critical, included in FedEx Corporation’s FedEx Freight reporting segment, as a separate public company. FedEx Freight is the largest North American LTL freight carrier with industry-leading transit times and service levels. With revenue of $8.9 billion in fiscal year 2025, the company offers choice, simplicity, and reliability to meet the needs of LTL shippers.

The Simpson Thacher team includes Richard Fenyes, Patrick Baron and Leena Sanka (Capital Markets); Michael Mann and Tova Pfeffer (Tax); Michael Isby (Environmental); Abram Ellis and Claire Cahoon (Regulatory); Alysha Sekhon and Isabella Gonzalez (Intellectual Property); Pasco Struhs (Executive Compensation & Employee Benefits); and Jennie Getsin (Blue Sky).