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):
October 19, 2007
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
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(Commission
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(IRS Employer |
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File Number)
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Identification Number) |
| of incorporation) |
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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) |
Registrant’s 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
The Backstop Facility
On October 19, 2007, United Parcel Service, Inc. (“we” or “our”) entered into a new U.S. $7.0
billion revolving credit facility (the “Backstop Facility”) with a syndicate of banks, financial
institutions and other institutional lenders, including Citibank, N.A. as administrative agent
(“Citibank” or the “Agent”). The material terms and conditions of the Backstop Facility are as set
forth below.
Generally, amounts outstanding under the Backstop Facility bear interest at a “base rate” or a
“Eurocurrency rate.” Base rate advances bear interest at a fluctuating rate equal to Citibank’s
base rate. Eurodollar rate advances bear interest at fixed rates for selected interest periods
(having durations of one, two, three or six months or, in certain cases where no lender objects,
nine or twelve months) equal to LIBOR for the applicable interest periods plus a margin equal to
0.135%. Interest on base rate advances is paid quarterly in arrears, and interest on Eurodollar
rate advances is paid in arrears at the end of each interest period and, if the interest period is
longer than three months, every three months from the first day of the interest period.
The Backstop Facility will mature and all amounts outstanding thereunder will be due and payable on
October 17, 2008.
We are required to pay certain fees in connection with the Backstop Facility. For example, we must
pay an annual facility fee quarterly in arrears equal to 0.015% of the aggregate $7.0 billion
commitment of the lenders under the Backstop Facility. Generally, however, we may reduce the
aggregate commitment of such lenders by terminating any unused amounts under the Backstop Facility
on three days notice. Such reductions must be at least $25 million and are subject to certain
restrictions. We may also be required to pay certain fees to the Agent, as we and the Agent may
agree on from time-to-time.
The Backstop Facility contains customary covenants regarding the preservation and maintenance of
our corporate existence, material compliance with laws, payment of taxes, and maintenance of
insurance and of our properties. The Backstop Facility also generally restricts us from incurring
certain secured indebtedness without making provision for indebtedness under the Backstop Facility
to be secured equally and ratably with such secured indebtedness, and from entering into certain
sale-leaseback transactions. The Backstop Facility includes customary events of default,
including, but not limited to, the failure to pay any interest, principal or fees when due, the
failure to perform any covenant or agreement, inaccurate or false representations or warranties,
insolvency or bankruptcy, change of control, the occurrence of certain ERISA events and judgment
defaults.
We plan to use the proceeds from the Backstop Facility for general corporate purposes, including
commercial paper backstop.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
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Backstop Credit Agreement, dated as of October 19, 2007, by and among United Parcel Service,
Inc., the banks, financial institutions and other lenders listed on the signature pages
thereto, and Citibank, N.A., as administrative agent for the lenders. |
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