Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.72M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 80K
10: EX-10.10 Material Contract HTML 54K
11: EX-10.11 Material Contract HTML 49K
12: EX-10.12 Material Contract HTML 55K
13: EX-10.13 Material Contract HTML 57K
14: EX-10.14 Material Contract HTML 54K
15: EX-10.15 Material Contract HTML 52K
16: EX-10.16 Material Contract HTML 50K
17: EX-10.17 Material Contract HTML 82K
18: EX-10.18 Material Contract HTML 71K
3: EX-10.2 Material Contract HTML 41K
4: EX-10.3 Material Contract HTML 44K
5: EX-10.4 Material Contract HTML 1.10M
6: EX-10.6 Material Contract HTML 53K
7: EX-10.7 Material Contract HTML 56K
8: EX-10.8 Material Contract HTML 51K
9: EX-10.9 Material Contract HTML 69K
19: EX-21.1 Subsidiaries List HTML 65K
20: EX-23.1 Consent of Expert or Counsel HTML 33K
21: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
22: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
23: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
24: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
30: R1 Cover HTML 96K
31: R2 Audit Information HTML 38K
32: R3 Consolidated Statements of Earnings HTML 139K
33: R4 Consolidated Statements of Comprehensive Income HTML 59K
34: R5 Consolidated Statements of Comprehensive Income HTML 35K
(Parenthetical)
35: R6 Consolidated Balance Sheets HTML 144K
36: R7 Consolidated Balance Sheets (Parenthetical) HTML 48K
37: R8 Consolidated Statements of Shareholders? Equity HTML 72K
38: R9 Consolidated Statements of Shareholders? Equity HTML 35K
(Parenthetical)
39: R10 Consolidated Statements of Cash Flows HTML 138K
40: R11 Summary of significant accounting policies HTML 93K
41: R12 Segment information HTML 100K
42: R13 Earnings per share HTML 59K
43: R14 Income tax HTML 119K
44: R15 Property, plant and equipment HTML 46K
45: R16 Leases HTML 66K
46: R17 Goodwill HTML 49K
47: R18 Other intangible assets HTML 55K
48: R19 Debt HTML 75K
49: R20 Assets and liabilities at fair value HTML 55K
50: R21 Commitment and contingencies HTML 37K
51: R22 Accumulated other comprehensive (loss) income HTML 64K
52: R23 Retirement benefit obligations HTML 171K
53: R24 Shareholders? equity HTML 63K
54: R25 Share-based compensation HTML 52K
55: R26 Acquisitions HTML 84K
56: R27 Discontinued operations and disposals HTML 53K
57: R28 Related party transactions HTML 36K
58: R29 Summary of significant accounting policies HTML 142K
(Policies)
59: R30 Summary of significant accounting policies HTML 79K
(Tables)
60: R31 Segment information (Tables) HTML 95K
61: R32 Earnings per share (Tables) HTML 59K
62: R33 Income tax (Tables) HTML 122K
63: R34 Property, plant and equipment (Tables) HTML 48K
64: R35 Leases (Tables) HTML 69K
65: R36 Goodwill (Tables) HTML 51K
66: R37 Other intangible assets (Tables) HTML 59K
67: R38 Debt (Tables) HTML 61K
68: R39 Assets and liabilities at fair value (Tables) HTML 51K
69: R40 Accumulated other comprehensive (Loss) Income HTML 65K
(Tables)
70: R41 Retirement benefit obligations (Tables) HTML 175K
71: R42 Shareholders? equity (Tables) HTML 57K
72: R43 Share-based compensation (Tables) HTML 45K
73: R44 Acquisitions (Tables) HTML 83K
74: R45 Discontinued operations and disposals (Tables) HTML 55K
75: R46 Summary of significant accounting policies - HTML 44K
Narrative (Details)
76: R47 Summary of significant accounting policies - HTML 35K
Advertising and Marketing Costs (Details)
77: R48 Summary of significant accounting policies - Cash HTML 42K
and Cash Equivalents (Details)
78: R49 Summary of significant accounting policies - HTML 52K
Useful Life of Intangible Assets (Details)
79: R50 Summary of significant accounting policies - HTML 50K
Useful Life of PPE (Details)
80: R51 Segment information - Narrative (Details) HTML 35K
81: R52 Segment information - Items not Allocated HTML 73K
(Details)
82: R53 Segment information - Disaggregation of Net Sales HTML 57K
(Details)
83: R54 Segment information - Depreciation and HTML 51K
Amortization (Details)
84: R55 Segment information - Identifiable Assets HTML 49K
(Details)
85: R56 Earnings per share (Details) HTML 102K
86: R57 Income tax - Earnings Before Income Tax (Details) HTML 48K
87: R58 Income tax - Provision for Income Taxes (Details) HTML 60K
88: R59 Income tax - Reconciliation of Income Tax Expense HTML 73K
(Details)
89: R60 Income tax - Deferred Tax Assets and Liabilities HTML 66K
(Details)
90: R61 Income tax - Narrative (Details) HTML 65K
91: R62 Income tax - Unrecognized Tax Benefits (Details) HTML 47K
92: R63 Property, plant and equipment - Schedule of PPE HTML 52K
(Details)
93: R64 Property, plant and equipment - Narrative HTML 35K
(Details)
94: R65 Leases - Assets and Liabilities (Details) HTML 41K
95: R66 Leases - Lease Cost (Details) HTML 42K
96: R67 Leases - Lease Term and Weighted Average Discount HTML 38K
Rate (Details)
97: R68 Leases - Maturity Payments (Details) HTML 52K
98: R69 Leases - Supplemental Cash Flow Information HTML 38K
(Details)
99: R70 Leases - Narrative (Details) HTML 34K
100: R71 Goodwill - Narrative (Details) HTML 36K
101: R72 Goodwill - Goodwill Rollforward (Details) HTML 51K
102: R73 Other intangible assets - Schedule of Finite-Lived HTML 51K
Intangible Assets (Details)
103: R74 Other intangible assets - Narrative (Details) HTML 43K
104: R75 Other intangible assets - Future Amortization HTML 49K
(Details)
105: R76 Debt - Schedule of Debt (Details) HTML 77K
106: R77 Debt - Narrative (Details) HTML 76K
107: R78 Debt - Maturities (Details) HTML 54K
108: R79 Assets and liabilities at fair value - Assets and HTML 63K
Liabilities Measured at Fair Value (Details)
109: R80 Assets and liabilities at fair value - Narrative HTML 46K
(Details)
110: R81 Accumulated other comprehensive (loss) income - HTML 57K
Change in AOCI (Details)
111: R82 Accumulated other comprehensive (loss) income - HTML 56K
Reclassification Out of AOCI (Details)
112: R83 Retirement benefit obligations - Funded Status HTML 70K
(Details)
113: R84 Retirement benefit obligations - Narrative HTML 59K
(Details)
114: R85 Retirement benefit obligations - Non-Current Asset HTML 40K
and Liability in Balance Sheet (Details)
115: R86 Retirement benefit obligations - AOCI (Details) HTML 40K
116: R87 Retirement benefit obligations - OCI (Details) HTML 44K
117: R88 Retirement benefit obligations - Net Periodic Cost HTML 66K
(Details)
118: R89 Retirement benefit obligations - Asset Allocation HTML 44K
(Details)
119: R90 Retirement benefit obligations - Fair Value of HTML 102K
Plan Assets UK and Canada (Details)
120: R91 Retirement benefit obligations - Level 3 Fair HTML 47K
Value Inputs (Details)
121: R92 Retirement benefit obligations - Future Benefit HTML 45K
Payment Obligations (Details)
122: R93 Shareholders? equity - Summary of Share Activity HTML 59K
(Details)
123: R94 Shareholders? equity - Narrative (Details) HTML 52K
124: R95 Share-based compensation - Narrative (Details) HTML 80K
125: R96 Share-based compensation - Summary of Awards HTML 71K
(Details)
126: R97 Acquisitions - Businesses Acquired (Details) HTML 87K
127: R98 Acquisitions - Schedule of Assets and Liabilities HTML 75K
Acquired (Details)
128: R99 Acquisitions - Narrative (Details) HTML 40K
129: R100 Acquisitions - Net Cash Outflow (Details) HTML 44K
130: R101 Discontinued operations and disposals - Schedule HTML 69K
of Discontinued Operations (Details)
131: R102 Discontinued operations and disposals - Narrative HTML 51K
(Details)
132: R103 Related party transactions (Details) HTML 37K
135: XML IDEA XML File -- Filing Summary XML 226K
133: XML XBRL Instance -- ferg-20220731_htm XML 3.12M
134: EXCEL IDEA Workbook of Financial Reports XLSX 210K
26: EX-101.CAL XBRL Calculations -- ferg-20220731_cal XML 328K
27: EX-101.DEF XBRL Definitions -- ferg-20220731_def XML 706K
28: EX-101.LAB XBRL Labels -- ferg-20220731_lab XML 2.10M
29: EX-101.PRE XBRL Presentations -- ferg-20220731_pre XML 1.32M
25: EX-101.SCH XBRL Schema -- ferg-20220731 XSD 225K
136: JSON XBRL Instance as JSON Data -- MetaLinks 554± 836K
137: ZIP XBRL Zipped Folder -- 0001832433-22-000086-xbrl Zip 982K
SEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS SEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of December 20, 2018, amends the Receivables Purchase Agreement dated as of July 31, 2013, as previously amended (the “Receivables Purchase Agreement”), among FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”),
FERGUSON ENTERPRISES, INC., a Virginia corporation (the “Servicer”), the Originators party thereto from time to time, the Conduit Purchasers listed on Schedule I thereto from time to time, the Committed Purchasers listed on Schedule I thereto from time to time, the LC Banks listed on Schedule III thereto from time to time, the Facility Agents listed on Schedule I thereto from time to time, ROYAL BANK OF CANADA, as the administrative agent (in such capacity, the “Administrative Agent”), SUNTRUST BANK, as the co-administrative agent (the “Co-Administrative Agent”), and FERGUSON PLC (formerly known as Wolseley plc) (the “Parent”).
Preliminary Statement: The parties desire to amend the Receivables Purchase Agreement
to extend the Scheduled Termination Date and to make several additional changes. Therefore, the parties hereto agree as follows:
Defined Terms; References. Unless otherwise defined in this Amendment, each capitalized term used but not otherwise defined herein has the meaning given such term in the Receivables Purchase Agreement, as amended by this Amendment. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Receivables Purchase Agreement shall, after the Amendment Effective Date, refer to the Receivables Purchase Agreement as amended hereby.
I. AMENDMENTS
Effective as of the Amendment Effective Date (as defined in Section 3.1 below), the Receivables
Purchase Agreement is amended as follows:
1.1 Extension of Scheduled Termination Date. The Scheduled Termination Date is hereby extended from “December 8, 2020” to “December 20, 2021”.
1.2 Amendment of Definitions. The following amendments are made to Section 1.01 of the Receivables Purchase Agreement:
(a) Item “DS” in the definition of “Dilution Reserve Percentage” in Section 1.01 of the Receivables Purchase Agreement is hereby amended to read as follows:
DS = (x) when the Parent is at Leverage Level
1, the highest three month average Dilution Ratio during the twelve most recently ended Calculation Periods, or (y) when the Parent is at Leverage Level 2 or Leverage Level 3, the highest Dilution Ratio during the twelve most recently ended Calculation Periods.
(b) The definition of “Designated Person” in Section 1.01 of the Receivables Purchase Agreement is hereby amended to read as follows:
“Designated Person” shall mean any Person that is a designated target of any Sanctions or otherwise a subject of any Sanctions, including as a result of being (a) owned or controlled directly or indirectly by any Persons (or Person) that are designated targets of any Sanctions, or (b) organized or operating under the laws of, or a citizen or resident of, any country that is subject to any Sanctions.
(c) The
definition of “Downgrade Event” is hereby amended to read as follows:
“Downgrade Event” shall mean that the Parent’s senior unsecured debt rating shall be downgraded below Ba3 from Moody’s or BB- from S&P, as applicable, or suspended or withdrawn.
(d) The definition of “Rating” is hereby amended to read as follows:
“Rating” shall mean the “Private Monitor” rating assigned by S&P to the Parent’s senior unsecured debt as in effect on the Closing Date.
1
(e) The
definition of “S&P” is hereby amended to read as follows:
“S&P” shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and any successor thereto.
(f) New definitions of “Beneficial Ownership Certificate” and “Beneficial Ownership Regulation” are added in the appropriate alphabetical order and reads as follows:
“Beneficial Ownership Certificate” shall mean a certificate regarding beneficial ownership as required by the Beneficial Ownership Regulation, in substantially the form prescribed in the Beneficial Ownership Regulation.
“Beneficial
Ownership Regulation” shall mean 31 C.F.R. § 1010.230.
“Sanctions” means any economic or financial sanctions or trade embargoes (or similar measures) imposed, administered or enforced from time to time by (a) the United States of America (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State) or (b) the European Union or any member state thereof.
1.3 Amendment of Representations and Warranties Relating to Foreign Assets Control. The representations and warranties of the Ferguson Parties relating to Foreign Assets Control set forth in Section 6.01(aa) of the Receivables Purchase Agreement is hereby amended to read as follows:
(aa) Foreign Assets Control,
Etc.
(i) Neither it nor any of its Subsidiaries (A) is, or is controlled by, a Designated Person; (B) has received funds or other property from a Designated Person; or (C) is in violation of or is the subject of any action or investigation under any Anti-Terrorism Law or any Sanctions. None of the Ferguson Parties nor any of their respective Subsidiaries engages or will engage in any dealings or transactions, or is or will be otherwise associated, with any Designated Person. Each Ferguson Party and each Subsidiary thereof is in compliance, in all material respects, with the Patriot Act. Each Ferguson Party and each Subsidiary thereof has taken reasonable measures to ensure compliance with the Anti-Terrorism Laws including the requirement
that no Person who owns any direct or indirect interest in any Ferguson Party or any Subsidiary thereof is a Designated Person, and funds invested directly or indirectly in any Ferguson Party and each Subsidiary thereof are derived from legal sources.
(ii) No portion of the proceeds of any Purchase made hereunder has been or will be used, directly or indirectly (A) for, and no fee, commission, rebate or other value has been or will be paid to, or for the benefit of, any governmental official, political party, official of a political party or any other Person acting in an official capacity in violation of any applicable law, including the U.S. Foreign Corrupt Practices Act of 1977, as amended or (B) in any manner that would result in the violation of any applicable Sanctions.
1.4 Addition of Provisions Relating to Beneficial Ownership Regulation.
(a) A
new subsection (cc) is hereby added to Section 6.01 to read as follows:
Beneficial Ownership Certificate. The information included in the Beneficial Ownership Certificate is true and correct in all respects.
(b) A new subsection (vi) is hereby added to Section 7.01(c) to read as follows:
Changes with respect to Beneficial Ownership Certificate; etc. The Seller shall, promptly upon a responsible officer of the Seller becoming aware thereof, notify the Administrative Agent and each Facility Agent of any change in the information provided in the Beneficial Ownership Certificate that would result in a change to the list of beneficial owners or control party identified in such certification. Without limiting the generality of the preceding sentence, promptly following
any request therefor, the Seller shall provide such information and documentation reasonably requested by the Administrative Agent or any Facility Agent for purposes of compliance with the Beneficial Ownership Regulation.
2
1.5 Amendment of Affirmative Covenant Relating to Notices of Material Events. The affirmative covenant of the Ferguson Parties relating to providing notices of material events set forth in Section 7.01(c)(v) of the Receivables Purchase Agreement is hereby amended to read as follows:
Material Event. It will provide or cause to be provided to the Administrative Agent (and the Administrative Agent shall promptly distribute the same to the Facility Agents)
promptly after the occurrence thereof, notice of any event or condition of which it has knowledge that has had or could reasonably be expected to have a Material Adverse Effect with respect to any of the Ferguson Parties.
1.6 Amendment of Termination Event Relating to Dilution Ratio. The Termination Event relating to the Dilution Ratio set forth in Section 8.01(j) of the Receivables Purchase Agreement is hereby amended to increase the percentage therein and now reads as follows:
(j) 3-month rolling average Dilution Ratio exceeds 9.25% (9.25% when the Parent is at Leverage Level 2 and 9.25% when the Parent is at Leverage Level 3);
1.7 Amendment of Termination Event Relating to Delinquency Ratio. The
Termination Event relating to the Delinquency Ratio set forth in Section 8.01(k) of the Receivables Purchase Agreement is hereby amended to increase the percentages therein and now reads as follows:
(k) 3-month rolling average Delinquency Ratio exceeds (i) for the January, February, March and December reporting months (as calculated in each such month for the preceding Calculation Period), 13.50% and (ii) for all other reporting months, 12.50% (13.50% or 12.50%, as applicable, when the Parent is at Leverage Level 2 and 13.50% or 12.50%, as applicable, when the Parent is at Leverage Level 3);
II. REPRESENTATIONS AND WARRANTIES
2.1 Each of the Ferguson Parties, as to itself (and, if so specified, its Subsidiaries)
hereby represents and warrants that:
(a) prior to and after giving effect to this Amendment, the representations and warranties of such Person (other than those representations and warranties that were made only on the Closing Date) set forth in the Receivables Purchase Agreement are true and correct in all material respects;
(b) this Amendment has been duly authorized, executed and delivered by such Person and constitutes a legal, valid and binding obligation of such Person enforceable in accordance with its terms (subject to usual and customary bankruptcy exceptions); and
(c) prior to and immediately after giving effect to this Amendment, no Termination Event or Potential Termination Event exists on and as of the date hereof.
III. CONDITIONS TO EFFECTIVENESS
3.1 This
Amendment shall be effective on the date (the “Amendment Effective Date”) that:
(a) the Administrative Agent shall have received counterparts of this Amendment, executed by the Seller, the Servicer, each Originator, the Parent and each Facility Agent;
(b) the Administrative Agent shall have received a duly completed Beneficial Ownership Certificate for the Seller, duly executed by an appropriate officer of the Seller; and
(c) each of the Facility Agents shall have received from the Seller its renewal fee equal to 0.05% of its related Purchase Group Maximum Net Investment and appropriately invoiced to the Seller.
IV. AFFIRMATION AND RATIFICATION
4.1 The Parent hereby (a) agrees and acknowledges
that the execution, delivery, and performance of this Amendment shall not in any way release, diminish, impair, reduce, or, except as expressly stated herein, otherwise affect its obligations under the Transaction Documents to which it is a party, which Transaction Documents shall remain in full force and effect, (b) ratifies and affirms its obligations under the Receivables
3
Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party, and (c) acknowledges, renews and extends its continued liability under the Receivables Purchase Agreement as amended hereby and the other Transaction Documents to which it is a party.
V. MISCELLANEOUS
5.1 This Amendment and
the rights and obligations of the parties under this Amendment shall be governed by and construed in accordance with the laws of the State of New York. The provisions of Section 11.17 (Governing Law; Submission to Jurisdiction) of the Receivables Purchase Agreement are hereby incorporated by reference. Article and Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission, emailed pdf or any other electronic means that reproduces an image of the actual executed signature page
shall be effective as delivery of a manually executed counterpart hereof. Except as otherwise expressly provided by this Amendment, all of the provisions of the Receivables Purchase Agreement shall remain the same.
[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the day and year first above written.
