Current Report Filing (8-k)
15 Mars 2019 - 9:15PM
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) March 13, 2019
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 accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On March 13, 2019, 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, $750,000,000 principal
amount of 3.400% Senior Notes due 2029 and $750,000,000 principal amount of 4.250% Senior Notes due 2049 (the Transaction).
The Company intends to use a portion of the net proceeds of the Transaction to repay at maturity the $1.0 billion outstanding principal
amount of the Companys 5.125% Senior Notes due April 1, 2019 and the remainder of the net proceeds for general corporate purposes. Pending such use of the net proceeds, the Company may invest the proceeds in highly liquid short-term
securities.
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
in order 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.
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: March 15, 2019
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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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