Free Writing Prospectus
Filed pursuant to Rule 433
Registration Statement File Nos. 333-282398 and 333-282398-01
PRICING TERM SHEET
FERGUSON ENTERPRISES INC.
Fully and unconditionally guaranteed by Ferguson UK Holdings Limited
October 1, 2024
$750,000,000 5.000% Senior Notes due 2034
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Issuer:
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Ferguson Enterprises Inc.
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Guarantor:
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Ferguson UK Holdings Limited
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Expected Issue Ratings (Moody’s / S&P)*:
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Baa1 / BBB+
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Aggregate Principal Amount:
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$750,000,000
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Maturity:
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October 3, 2034
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Coupon:
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5.000%
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Price to Public:
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99.930%
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Yield to Maturity:
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5.009%
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Spread to Benchmark Treasury:
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+127 basis points
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Benchmark Treasury:
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3.875% due August 15, 2034
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Benchmark Treasury Price / Yield:
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101-03+ / 3.739%
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Interest Payment Dates:
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Semi-annually on April 3 and October 3 of each year, commencing April 3, 2025
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Day Count Convention:
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30 / 360
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Record Dates:
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March 18 and September 18
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Redemption Provisions:
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Prior to July 3, 2034 (three months prior to the maturity date of the Notes) (the “Par Call Date”), we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a
percentage of principal amount and rounded to three decimal places) equal to the greater of:
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(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the preliminary prospectus supplement) plus 20 basis points, less (b) interest accrued to the redemption date, and
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(2) 100% of the principal amount of the Notes to be redeemed,
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plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
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On or after the Par Call Date, we may redeem the Notes at our option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid
interest, if any, thereon to, but excluding, the redemption date.
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Trade Date:
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October 1, 2024
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Settlement Date:
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October 3, 2024 (T+2)**
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Denominations:
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$2,000 and integral multiples of $1,000 in excess thereof
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CUSIP / ISIN:
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31488V AA5 / US31488VAA52
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Joint Book-Running Managers:
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BofA Securities, Inc.
J.P. Morgan Securities LLC
RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc.
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Co-Managers
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Bank of China Limited, London Branch
Barclays Capital Inc. BNP Paribas Securities Corp. Fifth Third Securities, Inc. ING Financial Markets LLC PNC Capital Markets LLC TD Securities (USA) LLC |
* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade
Notes prior to the first business day preceding the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+2, to specify alternative settlement arrangements to prevent a failed settlement.
The Issuer and the Guarantor have filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to
which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents the Issuer and the Guarantor have filed with the SEC for
more complete information about the Issuer, the Guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer
participating in the offering will arrange to send you copies of the preliminary prospectus supplement and accompanying prospectus, and, when available, the final prospectus supplement relating to the offering if you request them by contacting BofA
Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533 and RBC Capital Markets, LLC at 1-866-375-6829.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent
by Bloomberg or another email system.