8-K
filed August 1, 2024, 7:59 PM ET
CIK 0001832433
M&A
confidence high
sentiment neutral
materiality 0.65
Ferguson (Jersey) Ltd: M&A transaction — Ferguson completes redomicile to Delaware; Ferguson Enterprises becomes new parent, shares trade under FERG
Ferguson (Jersey) Ltd
- All 201,343,253 Ferguson plc ordinary shares exchanged 1-for-1 for Ferguson Enterprises common stock.
- Ferguson plc listing on LSE and NYSE cancelled; Ferguson Enterprises common stock began trading on both exchanges under 'FERG'.
- Ferguson plc renamed Ferguson (Jersey) Limited and became private; new board: Ian Graham, Katherine McCormick, Julia Mattison, Paul Brooks.
- Existing Ferguson plc directors and officers ceased; same individuals now serve as directors/executives of Ferguson Enterprises.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sammie Long retired as other_named_officer at Ferguson (Jersey) Ltd.
- Action
- retired
Exact text from the filing
With the exception of Ms. Sammie Long, who retired from her position at the Company effective July 31, 2024
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul Brooks was appointed as Director at Ferguson (Jersey) Ltd.
- Action
- became
- Role
- Director
Exact text from the filing
Ian Graham, Katherine McCormick, Julia Mattison and Paul Brooks became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Alan Murray departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian May departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Geoffrey Drabble departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Katherine McCormick was appointed as Director at Ferguson (Jersey) Ltd.
- Action
- became
- Role
- Director
Exact text from the filing
Ian Graham, Katherine McCormick, Julia Mattison and Paul Brooks became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ian Graham was appointed as Director at Ferguson (Jersey) Ltd.
- Action
- became
- Role
- Director
Exact text from the filing
Ian Graham, Katherine McCormick, Julia Mattison and Paul Brooks became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Suzanne Wood departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Catherine Halligan departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Schmitt departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Julia Mattison was appointed as Director at Ferguson (Jersey) Ltd.
- Action
- became
- Role
- Director
Exact text from the filing
Ian Graham, Katherine McCormick, Julia Mattison and Paul Brooks became the directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Murphy departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nadia Shouraboura departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Metcalf departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Brundage departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kelly Baker departed as Director at Ferguson (Jersey) Ltd.
- Action
- ceased to be
- Role
- Director
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, Kelly Baker, William Brundage, Geoffrey Drabble, Catherine Halligan, Brian May, James Metcalf, Kevin Murphy, Alan Murray, Nadia Shouraboura, Thomas Schmitt and Suzanne Wood each ceased to be directors of the Company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ferguson (Jersey) Ltd underwent a change of control involving Ferguson Enterprises Inc. for one share of common stock in the Company in place of each Ferguson plc ordinary share (closed 2024-08-01).
- Action
- change of control
- Counterparty
- Ferguson Enterprises Inc.
- Consideration
- one share of common stock in the Company in place of each Ferguson plc ordinary share
- Closing
- 2024-08-01
Exact text from the filing
On August 1, 2024, the Company implemented this new corporate structure by completing the merger (the “ Merger ”) of Ferguson (Jersey) 2 Limited (“ Merger Sub ”), a newly formed Jersey incorporated private limited company and direct, wholly owned subsidiary of Ferguson Enterprises Inc., a Delaware corporation (“ Ferguson Enterprises ”), with and into the Company, with the Company surviving the Merger as a direct, wholly owned subsidiary of Ferguson Enterprises and Merger Sub ceasing to exist
View on SEC.gov
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