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
THIS NINTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of April 17, 2020, amends the Receivables Purchase Agreement dated as of July 31, 2013, as previously amended, supplemented or modified through the date hereof (the “Receivables Purchase Agreement”),
among FERGUSON RECEIVABLES, LLC, a Delaware limited liability company (the “Seller”), FERGUSON ENTERPRISES, LLC (formerly Ferguson Enterprises, Inc.), a Virginia limited liability company (the “Servicer”), the Originators party thereto, the Conduit Purchasers listed on Schedule I thereto, the Committed Purchasers listed on Schedule I thereto, the LC Banks listed on Schedule III thereto, the Facility Agents listed on Schedule I thereto, ROYAL BANK OF CANADA, as the administrative agent (in such capacity, the “Administrative Agent”), TRUIST BANK (successor by merger to SunTrust Bank), as the co-administrative agent (the “Co-Administrative Agent”), and FERGUSON PLC (formerly Wolseley plc), a company incorporated in Jersey (the “Parent”).
Preliminary
Statement: The Seller and the Servicer have requested the Administrative Agent, the Co-Administrative Agent and the Facility Agents to make certain amendments to the Receivables Purchase Agreement to address the temporary business dislocations caused by the COVID-19 pandemic, and the Administrative Agent, the Co-Administrative Agent and the Facility Agents signatory hereto are willing to agree to such amendments in accordance with the terms hereof. 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 (defined below), 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 Amendments of Definitions. The following amendments are made to Section 1.01 of the Receivables Purchase Agreement:
(a) The definition of “LIBOR” in Section 1.01 of the Receivables Purchase Agreement is hereby amended to read as follows:
“LIBOR”
shall mean, for any Purchase Group and any Calculation Period, a rate per annum, to be reasonably determined by the related Facility Agent, equal to the rate per annum which appears on the Reuters BBA Libor Page 3750, or such other page as may replace page 3750 on that service (rounded up to the nearest 1/100 of 1%), for the purpose of displaying London interbank offered rates of major banks for deposits of Dollars, at or about 11:00 a.m. (London time) two London Business Days prior to the first day of such Calculation Period or other period, as applicable, for a period equal to such Calculation Period or other period, as applicable, in an amount substantially equal to the amount of Dollars to be funded; provided, that in the event no rate is so posted, “LIBOR” shall mean the arithmetic average (rounded up to only four decimal places) of the offered quotations by the related Facility Agent for deposits of Dollars at
or about 11:00 a.m. (London time) two London Business Days prior to the Calculation Period or other period, as applicable, in an amount substantially equal to the amount of Dollars to be funded; and provided further, that if “LIBOR” shall be determined or quoted to be less than zero, then “LIBOR” shall be deemed to be zero for purposes of this Agreement and the other Transaction Documents..
(b) A new definition of “Temporary Period” is hereby added to Section 1.01 of the Receivables Purchase Agreement in the appropriate alphabetical place to read as follows:
“Temporary Period” shall mean the Calculation Periods of April, May and June 2020.
1
1.2 Amendment
of Termination Events. The Termination Events specified in clauses (k) (Delinquency Ratio), (l) (Default Ratio) and (o) (Percentage Interest trigger) of Section 9.01 of the Receivables Purchase Agreement are hereby amended to read as follows:
(k) for any Calculation Period not in the Temporary Period, 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%;
(l) 3-month rolling average Default Ratio exceeds (i) for each of the May, June, and July 2020 reporting months (as calculated for the preceding calendar month in the Temporary Period), 5.00%, and (ii) for all other reporting months, 3.00%;
(o) the Percentage
Interest exceeds (i) 100% (95% if the product of clause (b) in the definition of “Loss Reserve Percentage” is equal to or less than 15% for any Calculation Period in the Temporary Period and 90% if the Parent is at Leverage Level 3), and such circumstance continues for two (2) consecutive Business Days (one (1) Business Day if the Parent is at Leverage Level 2 or Leverage Level 3) after the Seller knows or should know of such circumstance;
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”)
on which (a) each of the Facility Agents signatory to this Amendment shall have received from the Seller an amendment fee equal to $50,000 and (b) the Administrative Agent, the Co-Administrative Agent and the Facility Agents shall have received duly executed counterparts of this Amendment.
IV. MISCELLANEOUS
4.1 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 and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
4.2 This
Amendment, the other Transaction Documents and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment or any other Transaction Document (each a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record (as defined below) and may be executed using Electronic Signatures (as defined below). Each of the parties hereto agrees that any Electronic Signature on or associated with
2
any Communication shall be valid and binding on it to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding
obligation enforceable against it in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by any Facility Agent, the Administrative Agent or the Co-Administrative Agent of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Each of Facility Agent, the Administrative Agent and the Co-Administrative Agent may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic
Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Each party shall be entitled to rely on any Electronic Signature purportedly given by or on behalf any other party without further verification and (b) upon the request of any party, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.
3
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.