Summary
Ferguson Enterprises Inc. has entered into two significant credit agreements on August 11, 2026, to finance its previously disclosed acquisition of FWI Holdings, Inc. The company has secured a $700 million bridge term loan facility and a $900 million term loan facility. Both facilities are unsecured and provided by JPMorgan Chase Bank, N.A., as administrative agent, with Ferguson UK Holdings Limited acting as guarantor. The primary purpose of these agreements is to provide funding for the FloWorks Acquisition should alternative financing not be secured in time.
Key Highlights
- 1Entered into a $700 million unsecured bridge credit agreement maturing in 364 days, intended to fund the FloWorks Acquisition.
- 2Entered into a $900 million unsecured term loan credit agreement, also to fund the FloWorks Acquisition.
- 3Both credit facilities are subject to customary closing conditions, including the substantially concurrent consummation of the FloWorks Acquisition.
- 4Interest rates for both facilities will be based on either the Base Rate or Term SOFR Rate, plus an applicable margin based on the Company's senior unsecured debt rating.
- 5Both agreements include covenants customary for such facilities, including restrictions on subsidiary indebtedness and liens.
- 6A key financial covenant requires maintaining a maximum consolidated net leverage ratio of 3.50 to 1.00, with a potential temporary step-up to 4.00 to 1.00 following material acquisitions.
- 7Ferguson UK Holdings Limited is acting as a guarantor for both credit facilities.
Frequently Asked Questions
The primary purpose of these agreements is to secure funding for Ferguson Enterprises' previously announced acquisition of FWI Holdings, Inc. (the "FloWorks Acquisition"). The bridge loan and term loan will be used to cover a portion of the acquisition consideration, fees, and expenses, particularly if other planned financing for the acquisition is not completed in time.
Ferguson can borrow up to $700 million under the bridge credit agreement and up to $900 million under the term loan credit agreement, for a combined potential of $1.6 billion. The availability of these funds is contingent on the closing of the FloWorks Acquisition.
No, both the bridge credit agreement and the term loan credit agreement are unsecured facilities.
A significant financial covenant requires Ferguson to maintain a maximum consolidated net leverage ratio of 3.50 to 1.00. This ratio can temporarily increase to 4.00 to 1.00 for four fiscal quarters following certain material acquisitions.