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 |