Member Article

Carey Olsen advises on the establishment of a new corporate structure to domicile Ferguson in the US by way of a Jersey merger

As a result of the merger which took place on 1 August 2024, Ferguson, which has a market capitalisation of over £30 billion, has completed its transition to establish a new corporate structure and ultimate parent company domiciled in the United States.

Ferguson is the largest value-added distributor providing expertise and a wide range of products and services from plumbing, HVAC, appliances, and lighting to PVF, water and wastewater solutions, and more.

In connection with the merger, ordinary shares of Ferguson listed on the New York Stock Exchange and London Stock Exchange were cancelled and a corresponding number of common stock of Ferguson Enterprises Inc. were admitted to trading on the New York Stock Exchange and London Stock Exchange.

The Jersey corporate team advising on the transaction comprised partner James Willmott, counsel Katherine Tresca and associate Damilola Obafemi, working alongside onshore counsel Freshfields Bruckhaus Deringer LLP and Kirkland & Ellis LLP.

James Willmott said: "We are pleased to have advised our long-standing client on this multi-faceted, cross-jurisdictional deal marking an exciting step in their corporate journey. With a market capitalisation of over £30 billion, this is the biggest transaction for a Jersey incorporated issuer to be done by way of a Jersey merger and shows that mergers are a viable alternative to a scheme of arrangement, a further reflection of Jersey's ability to operate on the world stage."