UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On April 2, 2025, Ferguson Enterprises Inc. (the “Company”), as borrower, entered into a revolving credit agreement (the “Revolving Credit Agreement”) with Ferguson UK Holdings Limited (“Ferguson UK”), as guarantor, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, the swingline lender and a letter of credit issuing bank and the other letter of credit issuing banks party thereto. All capitalized terms used herein shall have the meanings set forth in the Revolving Credit Agreement.
The Revolving Credit Agreement provides for a revolving credit facility in an aggregate committed amount of $1.5 billion, which is unsecured and scheduled to mature on April 2, 2030. The Company may, at any time and from time to time, subject to obtaining commitments from existing or new lenders and certain other conditions, request an increase in the total aggregate commitment level under the Revolving Credit Agreement by up to an additional $500 million.
Borrowings under the Revolving Credit Agreement will bear interest, at the Company’s option, at either the Base Rate or the Term SOFR Rate in the case of U.S. Dollar-denominated loans or at the Adjusted Term CORRA Rate in the case of Canadian Dollar-denominated loans, plus an applicable margin. Depending on the Company’s senior unsecured debt rating, the applicable margins on Base Rate Loans range from 0.000% to 0.375% and the applicable margins on Term Benchmark Loans range from 0.875% to 1.375%. In addition, the Company will pay a commitment fee on the unused commitments under the Revolving Credit Agreement, which ranges from 0.07% to 0.15% depending on the Company’s senior unsecured debt rating.
The Revolving Credit Agreement contains certain representations and warranties, various affirmative and negative covenants and events of default that the Company considers customary for facilities of this type, including, but not limited to, restrictions on the incurrence of non-guarantor subsidiary indebtedness, additional liens, mergers and sales of assets and changes in nature of business, in each case, subject to certain conditions, exceptions and thresholds. The Revolving Credit Agreement also requires the Company to maintain on a consolidated basis, as of the last day of each fiscal quarter, a maximum net leverage ratio of 3.50 to 1.00, with a temporary step-up to 4.00 to 1.00 with respect to each of the four fiscal quarters ending immediately after certain material acquisitions.
The foregoing description of the Revolving Credit Agreement is a summary and is qualified in its entirety by reference to the Revolving Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On April 2, 2025, in connection with the Company’s entry into the Revolving Credit Agreement, the Company terminated its existing committed $1.35 billion Multicurrency Revolving Facility Agreement originally dated March 10, 2020, as amended and restated by that certain Amendment and Restatement Agreement, dated October 7, 2022 (the “Existing Revolving Facility”), by and among the Company, Ferguson UK, certain lenders party thereto and ING Bank N.V., London Branch, as agent of the lenders. No borrowings were outstanding under the Existing Revolving Facility as of the termination date.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Revolving Credit Agreement, dated April 2, 2025, by and among Ferguson Enterprises Inc., as borrower, Ferguson UK Holdings Limited, as guarantor, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, the swingline lender and an issuing bank and the other issuing banks party thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ferguson Enterprises Inc. | |||
| Date: | April 3, 2025 | By: | /s/ William Brundage |
| Name: | William Brundage | ||
| Title: | Chief Financial Officer | ||