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Get filing alertsFerguson secures $1.6B in acquisition financing for FloWorks purchase
Filed August 11, 2026 · Period ending August 11, 2026 · ~1 min read
Key Changes
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high
up to $900M unsecured 3-year term loan at SOFR + 0.75%–1.25% (rating-dependent) to fund FloWorks acquisition consideration and fees.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
high
up to $700M unsecured 364-day bridge facility as backup financing, drawable only if other financing sources fall short at closing.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Both facilities require max 3.50x net leverage, stepping up to 4.00x for four quarters post-material acquisition.
Item 1.01 — Entry into a Material Definitive Agreement verify on EDGAR → -
medium
Financing creates direct financial obligation alongside the agreement disclosure.
Item 2.03 — Creation of a Direct Financial Obligation verify on EDGAR →
Summary
Ferguson locked in $1.6 billion of committed acquisition financing to fund its previously announced purchase of FloWorks (FWI Holdings). The package consists of a up to $900 million unsecured term loan maturing three years after funding and a up to $700 million unsecured bridge facility with a 364-day term.
The term loan carries SOFR-based pricing ranging from 0.75% to 1.25% over the benchmark depending on Ferguson's credit rating. The bridge facility serves as backup capital, drawable only if Ferguson hasn't secured sufficient proceeds from other financing sources by the acquisition close—providing funding certainty while leaving the door open for potentially more attractive permanent financing.
Both facilities include a net leverage covenant capped at 3.50x, with a temporary step-up to 4.00x permitted for the four quarters immediately following material acquisitions. That covenant structure gives Ferguson headroom to complete large deals like FloWorks while maintaining creditor protections. The financing confirms the company is moving forward with the transaction and has the committed capital in place to close.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Ferguson secured $1.6B in acquisition financing: up to $900M 3-year term loan and up to $700M 364-day bridge facility to fund the FloWorks purchase.
Added in current filing · verify on EDGAR →
The Bridge Credit Agreement provides for a bridge credit facility in an aggregate principal amount of up to $700 million, which is unsecured and scheduled to mature 364 days after the date the borrowing under the Bridge Credit Agreement is made (the “Funding Date”). The proceeds of the borrowing under the Bridge Credit Agreement, if any, will be used to fund a portion of the consideration and related fees and expenses payable in connection with the previously disclosed acquisition of FWI Holdings, Inc., a Delaware corporation (the “FloWorks Acquisition”), and will be available to be drawn in the event that the Company has not, prior to or concurrently with the consummation of the FloWorks Acquisition, received proceeds of one or more bank financing or capital markets transactions sufficient to fund the FloWorks Acquisition.
Ferguson arranged a $700 million unsecured bridge facility maturing 364 days after funding as backup financing for the FloWorks acquisition. The bridge will only be drawn if Ferguson hasn't secured sufficient proceeds from other financing sources by the acquisition closing. This provides funding certainty while allowing the company to pursue potentially more favorable permanent financing.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 12, 2026 · How we verify