Summary
Ferguson Enterprises Inc. (FERG) announced on October 3, 2024, the successful completion of a public offering of $750 million in aggregate principal amount of 5.000% Senior Notes due 2034. These notes are fully and unconditionally guaranteed by Ferguson UK Holdings Limited, an indirect subsidiary. The issuance was structured under an Indenture agreement, which includes covenants restricting the company and guarantor from incurring certain secured debt and imposing conditions on mergers or consolidations. The company retains the option to redeem these notes under terms specified in the Indenture. This offering, made under an effective shelf registration statement, provides the company with additional capital. Investors should note that the terms of the Indenture, Notes, and Guarantee are detailed within the filed exhibits, and this filing primarily serves to announce the completion of the offering and provide access to these definitive agreements. The company has also entered into an Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, and RBC Capital Markets, LLC as representatives for the underwriters.
Key Highlights
- 1Ferguson Enterprises Inc. completed a $750 million public offering of 5.000% Senior Notes due 2034.
- 2The Notes are guaranteed by indirect subsidiary Ferguson UK Holdings Limited.
- 3The offering was completed on October 3, 2024, and is governed by an Indenture dated September 30, 2024, as supplemented.
- 4The Indenture includes covenants related to incurring secured debt and conditions for mergers/consolidations.
- 5Ferguson Enterprises Inc. has the option to redeem the Notes at its discretion.
- 6The offering was made under an effective shelf registration statement.
- 7An Underwriting Agreement was executed with BofA Securities, J.P. Morgan Securities, and RBC Capital Markets as underwriters.