REG-Ferguson Enterprises Inc. Ferguson Prices $750 Million of Senior Unsecured Notes

Ferguson EnterprisesAnnouncement

19/09/2025 07:00

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Ferguson Prices $750 Million of Senior Unsecured Notes

 

On September 18, 2025, 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 4.350% senior unsecured notes
due 2031 (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. Ferguson expects that
the closing of the Offering will occur on September 22, 2025, subject to the
satisfaction of customary closing conditions.

Ferguson intends to use the net proceeds from the sale of the Notes for
general corporate purposes, which may include the repayment of existing
indebtedness. J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc.
and Barclays Capital Inc. 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
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54326726&newsitemid=20250918563960&lan=en-US&anchor=www.sec.gov&index=1&md5=4d900cee5eef4036742da2f23701d34e)
. 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 J.P. Morgan Securities LLC at 1-212-834-4533, SMBC Nikko Securities
America, Inc. at 1- 888-868-6856 or Barclays Capital Inc. at 1-888-603-5847.

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, and involves risks,
assumptions and uncertainties that could cause actual results to differ
materially from those expressed or implied by forward-looking statements.
Forward-looking statements cover all matters which are not historical facts
and include, without limitation, 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 can
be identified by the use of forward-looking terminology, such as
“intends,” “may,” “expects,” “anticipates,” “will,” or, in
each case, their negative or other variations or comparable terminology.
Forward-looking statements speak only as of the date on which they are made.
They are not assurances of future performance and are based only on our
current beliefs, expectations and assumptions regarding the future of our
business, future plans and strategies, projections, anticipated events and
trends, the economy and other future conditions. Therefore, you should not
place undue reliance on any of these forward-looking statements. Although we
believe that the forward-looking statements contained in this announcement are
based on reasonable assumptions, you should be aware that many factors could
cause actual results to differ materially from those contained in such
forward-looking statements, including but not limited to: the conditions to
the completion of the Notes offering may not be satisfied; weakness in the
economy, market trends, uncertainty and other conditions in the markets in
which we operate and the macroeconomic impact of factors beyond our control
(including, among others, inflation/deflation, recession, labor and wage
pressures, trade restrictions such as tariffs, sanctions and retaliatory
countermeasures, interest rates, and geopolitical conditions) uncertainty and
other conditions in the markets in which we operate, the 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 water and air 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 $30.8 billion
(FY’25) and approximately 35,000 associates in over 1,700 locations.

Investor Inquiries 

Brian Lantz

Vice President, IR and Communications

+1 224 285 2410

Pete Kennedy

Director, Investor Relations

+1 757 603 0111

Media Inquiries 

Christine Dwyer

Senior Director, Communications and Public Relations

+1 757 469 5813



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