Item 2.01 Completion of Acquisition or Disposition of Assets.
The information contained in the Explanatory Note of this Current Report is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
Assumption of Ferguson plc’s Obligations under Credit Agreement
Concurrently with the consummation of the Merger, the Company assumed Ferguson plc’s rights, duties, liabilities and obligations, and Ferguson plc was released from its liabilities and obligations, under the Credit Agreement, dated as of October 7, 2022 (the “Credit Agreement”), by and among Ferguson plc, Ferguson UK Holdings Limited (“Ferguson UK”), a company incorporated under the laws of England and Wales, PNC Bank, National Association, as administrative agent, and each of the lenders from time to time party thereto, providing for term loans in an aggregate principal amount of $500,000,000. A description of the Credit Agreement is included in Note 9 to the Audited Consolidated Financial Statements for the year ended July 31, 2023 of Ferguson plc (the “Consolidated Financial Statements”), included in Amendment No. 2 to Form S-4 Registration Statement filed by the Company with the SEC on April 16, 2024 (File No. 333-277589) (as amended, the “Registration Statement”), and is incorporated herein by reference.
Assumption of Ferguson plc’s Obligations under Outstanding Notes
Concurrently with the consummation of the Merger, the Company assumed Ferguson plc’s rights, duties, liabilities and obligations (including obligations with respect to Ferguson plc’s guarantee) and Ferguson plc was released from its liabilities and obligations under the indentures and note and guarantee agreements, as applicable, governing the Unsecured Senior Notes and the Private Placement Notes (each as defined in the Registration Statement). A description of the Unsecured Senior Notes and the Private Placement Notes is included in Note 9 to the Consolidated Financial Statements, included in the Registration Statement, and is incorporated herein by reference.
Assumption of Ferguson plc’s Obligations under Revolving Facility Agreement
Concurrently with the consummation of the Merger, the Company assumed Ferguson plc’s rights, duties, liabilities and obligations, and Ferguson plc was released from its liabilities and obligations, under the Amendment and Restatement Agreement (the “Revolving Facility Agreement”), dated October 7, 2022 (as amended from time to time), by and among Ferguson plc, Ferguson UK, ING Bank N.V., London Branch, as agent and the lenders from time to time party thereto, which provides for multicurrency revolving loans in an aggregate principal amount of $1,350,000,000. A description of the Revolving Facility Agreement is included in Note 9 to the Consolidated Financial Statements, included in the Registration Statement, and is incorporated herein by reference.
Assumption of Ferguson plc’s Obligations under Receivables Facility
Concurrently with the consummation of the Merger, the Company assumed Ferguson plc’s rights, duties, liabilities and obligations, and Ferguson plc was released from its liabilities and obligations, under the Receivables Purchase Agreement (the “Receivables Purchase Agreement”), dated July 31, 2013 (as amended from time to time), by and among Ferguson plc, Ferguson Enterprises, LLC and certain of its subsidiaries, the conduit purchasers, committed purchasers, and letter of credit banks from time to time party thereto, and Royal Bank of Canada, as administrative agent, which provides for funding for up to $1,100,000,000, including a swingline for up to $100,000,000 in same day funding, terminating on October 7, 2025. A description of the Receivables Purchase Agreement is included in Note 9 to the Consolidated Financial Statements, included in the Registration Statement, and is incorporated herein by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information contained in the Explanatory Note of this Current Report is incorporated herein by reference.