Ferguson Prices $750 Million of Senior Unsecured Notes

Ferguson Prices $750 Million of Senior Unsecured Notes

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On October 1, 2024, Ferguson Enterprises Inc. (“Ferguson”) (NYSE: FERG; LSE: FERG) announced that it has priced a public offering (the “Offering”) of $750 million in aggregate principal amount of 5.000% senior unsecured notes due 2034 (the “Notes”). The obligations of Ferguson under the Notes will be fully and unconditionally guaranteed (the “Guarantee”) by Ferguson UK Holdings Limited, an indirect subsidiary of Ferguson (the “Guarantor”). Ferguson expects that the closing of the Offering will occur on October 3, 2024, subject to the satisfaction of customary closing conditions.

Ferguson intends to use a portion of the net proceeds from the sale of the Notes to prepay certain outstanding term loans, with the remaining proceeds to be used for general corporate purposes. BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC are acting as joint book-running managers for the Offering.

The Offering of the Notes and the related Guarantee is being made pursuant to an effective shelf registration statement (including a prospectus and preliminary prospectus supplement) (File Nos. 333-282398 and 333-282398-01) filed with the U.S. Securities and Exchange Commission (the “SEC”). You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the Offering will arrange to send you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by contacting BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533 or RBC Capital Markets, LLC at 1-866-375-6829.

This press release shall not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes, the Guarantee or any other security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Cautionary Note Regarding Forward-Looking Statements

Certain information in this announcement is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the terms of the Notes, the anticipated use of the net proceeds from the Offering of the Notes, and the expected closing date of the Offering. Forward-looking statements cover all matters which are not historical facts and speak only as of the date on which they are made. Forward-looking statements can be identified by the use of forward-looking terminology, such as “intends,” “expects,” “anticipates,” “will,” or, in each case, their negative or other variations or comparable terminology. Many factors could cause actual results to differ materially from those in such forward-looking statements, including, but not limited to: the conditions to the completion of the Notes offering may not be satisfied; uncertainty and other conditions in the markets in which we operate, and other factors beyond our control, including disruption in the financial markets and any macroeconomic or other consequences of political unrest, disputes or war; and other risks and uncertainties set forth under the heading “Risk Factors” in the Annual Report on Form 10-K filed by Ferguson with the SEC on September 25, 2024, and in other filings Ferguson makes with the SEC in the future. Forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Other than in accordance with our legal or regulatory obligations, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

About Ferguson

Ferguson (NYSE: FERG; LSE: FERG) is the largest value-added distributor serving the specialized professional in our $340B residential and non-residential North American construction market. We help make our customers’ complex projects simple, successful and sustainable by providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more. Headquartered in Newport News, Va., Ferguson has sales of $29.6 billion (FY’24) and approximately 35,000 associates in nearly 1,800 locations.