Ferguson Enterprises Files 8-K

TL;DR

Ferguson filed an 8-K, no big news, just standard reporting.

AI Summary

Ferguson Enterprises Inc. filed an 8-K on October 3, 2024, reporting an event that occurred on October 1, 2024. The filing is primarily for informational purposes, indicating no significant new financial events or material changes were disclosed in this specific report.

Why It Matters

This 8-K filing serves as a routine update for investors, confirming the company's adherence to reporting requirements without disclosing new material information.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not contain information that suggests a change in the company's risk profile.

Key Players & Entities

• Ferguson Enterprises Inc. (company) — Registrant
• October 1, 2024 (date) — Earliest event reported
• October 3, 2024 (date) — Filing date
• Newport News, Virginia (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share FERG New York Stock Excha
• $750,000,000 — the public offering (the "Offering") of $750,000,000 aggregate principal amount of 5.000% Se

Filing Documents

• ny20036127x6_8k.htm (8-K) — 45KB
• ny20036127x6_ex1-1.htm (EX-1.1) — 268KB
• ny20036127x6_ex4-2.htm (EX-4.2) — 205KB
• ny20036127x6_ex5-1.htm (EX-5.1) — 22KB
• ny20036127x6_ex5-2.htm (EX-5.2) — 62KB
• ny20036127x6_ex5-1image1.jpg (GRAPHIC) — 66KB
• 0001140361-24-042757.txt ( ) — 942KB
• ferg-20241001.xsd (EX-101.SCH) — 4KB
• ferg-20241001_lab.xml (EX-101.LAB) — 21KB
• ferg-20241001_pre.xml (EX-101.PRE) — 16KB
• ny20036127x6_8k_htm.xml (XML) — 4KB

01

Item 8.01. Other Events. On October 3, 2024, Ferguson Enterprises Inc. (the "Company") completed the public offering (the "Offering") of $750,000,000 aggregate principal amount of 5.000% Senior Notes due 2034 (the "Notes"). The obligations of the Company under the Notes are fully and unconditionally guaranteed (the "Guarantee") by Ferguson UK Holdings Limited, an indirect subsidiary of the Company (the "Guarantor"). The Notes and the Guarantee were issued pursuant to that certain Indenture, dated as of September 30, 2024, by and among the Company and The Bank of New York Mellon, as trustee (the "Trustee") (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of October 3, 2024 by and among the Company, the Guarantor and the Trustee (the "First Supplemental Indenture" and, the Base Indenture as so supplemented, the "Indenture"). The Indenture contains certain covenants and restrictions, including covenants that limit the Company's and the Guarantor's ability to incur specified debt secured by liens and that require the Company and the Guarantor to satisfy certain conditions in order to merge or consolidate with another entity. The Indenture also provides for customary events of default. The Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the redemption prices and on the terms and conditions set forth in the Indenture. The Offering was made pursuant to an effective shelf registration The description of the Base Indenture, the First Supplemental Indenture, the Notes and the Guarantee contained in this Item 8.01 does not purport to be complete and is qualified in its entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the Notes. The Base Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and its te

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits The following exhibits are included as part of this Current Report on Form 8-K: Exhibit No. Description 1.1 Underwriting Agreement, dated October 1, 2024, among Ferguson Enterprises Inc., Ferguson UK Holdings Limited and BofA Securities, Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. 4.1 Indenture, dated as of September 30, 2024, by and between Ferguson Enterprises Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-3ASR filed by Ferguson Enterprises Inc. and Ferguson UK Holdings Limited with the SEC on September 30, 2024). 4.2 First Supplemental Indenture, dated as of October 3, 2024, by and between Ferguson Enterprises Inc., Ferguson UK Holdings Limited and The Bank of New York Mellon, as Trustee, to the Indenture dated as of September 30, 2024. 4.3 Form of 5.000% Note due 2034 (included as Exhibit A to Exhibit 4.2) 5.1 Opinion of Kirkland & Ellis LLP. 5.2 Opinion of Kirkland & Ellis International LLP 23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 of this Current Report on Form 8-K). 23.2 Consent of Kirkland & Ellis International LLP (included in Exhibit 5.2 of this Current Report on Form 8-K). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 3, 2024 Ferguson Enterprises Inc. By: /s/ William Brundage Name: William Brundage Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR