Current Report Filing (8-k)
May 18 2017 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 18, 2017
United Parcel Service, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15451
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58-2480149
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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55 Glenlake Parkway, N.E., Atlanta, Georgia
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30328
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (404)
828-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 15, 2017, United Parcel Service, Inc. (the
Company) entered into an agreement (the Underwriting Agreement) with the underwriters listed on Schedule II thereto (the Underwriters), whereby the Company agreed to sell and the Underwriters agreed to purchase
from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, C$750,000,000 aggregate principal amount of the 2.125% Senior Notes due 2024 (the Transaction). The Company intends to use the net
proceeds of the Transaction for general corporate purposes.
In connection with the Transaction, the Company entered into a Second
Supplemental Indenture, dated as of May 18, 2017 (the Second Supplemental Indenture), under the Indenture, dated August 26, 2003 (the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A. (as
successor to Citibank, N.A.), as trustee.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated
herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
The Company is filing this Current Report on Form
8-K
so as to file with the Securities and Exchange
Commission certain items related to the Transaction that are to be incorporated by reference into its Registration Statement on Form
S-3ASR
(Registration
No. 333-214056).
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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1.1
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Underwriting Agreement
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4.1
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Second Supplemental Indenture
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4.2
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Form of 2.125% Senior Note due 2024
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4.3
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Paying Agency Agreement, by and between the Company, The Bank of New York Mellon Trust Company, N.A. and BNY Trust Company of Canada
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5.1
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Opinion of King & Spalding LLP
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23.1
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Consent of King & Spalding LLP (included in Exhibit 5.1)
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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UNITED PARCEL SERVICE, INC.
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Date: May 18, 2017
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By:
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/s/ Richard N. Peretz
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Name: Richard N. Peretz
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Title: Senior Vice President, Chief Financial Officer and Treasurer
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