United States securities and exchange commission logo
December 17, 2020
Bill Brundage
Group Chief Financial Officer
Ferguson plc
1020 Eskdale Road, Winnersh Triangle, Wokingham
Berkshire, RG41 5TS. United Kingdom
Re: Ferguson plc
Draft Registration
Statement on Form 20-F
Submitted November
20, 2020
CIK No. 0001832433
Dear Mr. Brundage:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form 20-F
Risk Factors
Acquisitions, partnerships, joint ventures, demergers..., page 10
1. You state that the
timing of the demerger of your United Kingdom operations remains
uncertain and the Board
is assessing other separation operations to facilitate the exit of
such operations. Please
advise whether you intend to complete the separation of the
United Kingdom
operations prior to listing on a United States exchange. Please also
confirm that you will
update your disclosure throughout to reflect the most recent status of
discussions and plans
relating to the separation, as well as your plans for an eventual
primary listing in the
United States and relocation of management to North America.
Bill Brundage
Ferguson plc
December 17, 2020
Page 2
Regulation in the areas of privacy and protection...
Potential tariffs, a global trade war or United Kingdom's exit from the
European Union..., page
16
2. We note your disclosure that the decision by the United Kingdom to
exit from the
European Union could have adverse practical or operational
implications on your
business. Please expand this discussion to provide additional detail
as to how the specific
risks of Brexit could impact your operations. Please also discuss what
steps, if any,
management is preparing to take to mitigate and manage the risks posed
to your business
by Brexit.
Business Overview
United States, page 25
3. Please revise to provide a more robust overview of the products sold
and services
performed in each of your various end markets, as well as the focus of
your company on
plumbing versus heating products, to the extent material. Please also
indicate the
percentage of U.S. revenue that is generated through e-commerce, and
provide
a description of the products offered online.
Competitive Conditions, page 26
4. We note your disclosure that you have "leading positions in the
residential and
commercial end markets" and that you "leverage [your] scale and
expertise across the
organization for the benefit of [your] customers, which provides the
opportunity to make
attractive returns for [your] shareholders." Please disclose the basis
for these statements,
including the measure by which you have a leading position in
residential and commercial
end markets (ex: revenue, customers, etc). Refer to Item 4.B.7 of Form
20-F.
5. Please more fully describe the residential and commercial end markets
in which you
operate so that investors may better understand how such markets are
fragmented and why
you believe there is a significant opportunity for strong growth and
continued
consolidation in such markets.
Item 5.
Operating and Financial Review and Prospects
Segments, page 29
6. Please tell us the status of your intention to demerge your operations
in the United
Kingdom announced on September 3, 2019. In your response, please explain
your
consideration of classifying your United Kingdom operations as
discontinued operations
FirstName LastNameBill Brundage
particularly in light of the recent news that the company is in the
process of selling its
Comapany
U.K.NameFerguson plc Wolseley and expects to select a buyer by
early-2021. Refer to
plumbing business
IFRS
December 17,5.2020 Page 2
FirstName LastName
Bill Brundage
FirstName LastNameBill Brundage
Ferguson plc
Comapany17,
December NameFerguson
2020 plc
December
Page 3 17, 2020 Page 3
FirstName LastName
Memorandum and Articles of Association, page 65
7. We note your disclosure in the second full risk factor on page 20 that
Jersey law currently
significantly limits the circumstances in which the shareholders of
Jersey companies may
bring derivative actions. Please revise this section or add a new
section to more fully
describe this limitation on shareholder rights to bring suits against
the company. Please
also advise whether this limitation applies to federal securities law
claims. If the
limitation applies to federal securities law claims, please disclose
that shareholders cannot
waive compliance with the federal securities laws and the rules and
regulations
promulgated thereunder.
8. Please revise to add a new section discussing any significant
differences between Jersey
corporate law and Delaware corporate law. Refer to Item 10.B.9 of Form
20-F.
Noted to Audited Consolidated Financial Statements
Note 1. Accounting Policies
Other Intangible Assets, page F-14
9. Referencing the useful lives for Customer Relationships, please
explain to us your
rationale in determining the extended amortization period for this
class of intangible
assets.
You may contact Robert Shapiro at 202-551-3273 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services