Ferguson Enterprises Inc. announced on July 13, 2026 that it will acquire FWI Holdings, Inc. (FloWorks) from private equity firm Wynnchurch Capital L.P. for approximately $1.6 billion in enterprise value, payable entirely in cash. The purchase price represents approximately 10x FloWorks' trailing twelve-month adjusted EBITDA, after accounting for approximately $45 million in expected synergies. Ferguson expects the transaction to be immediately accretive to adjusted earnings per share from closing.

Headquartered in Houston, Texas, FloWorks is a technical distributor, maintenance, repair, and operations (MRO) provider specializing in valves, automation systems, and flow control equipment for liquids, gases, and steam. Key operational metrics:

• 60+ locations across the United States and Canada
• 25 service and repair centers
• Approximately 1,000 employees
• A platform of 15 brands
• Approximately $1 billion in revenue in 2025

FloWorks serves end markets with high capital intensity and recurring maintenance requirements, including:

• Data centers and hyperscale computing facilities
• Semiconductor manufacturing plants
• Electric power generation
• Pharmaceutical and life sciences
• Chemical and petrochemical processing
• Refining and midstream energy

Ferguson's core business is the distribution of plumbing, HVAC, waterworks, and fire protection products to residential and commercial construction markets across North America. The FloWorks acquisition represents a deliberate expansion into industrial flow control — a segment characterized by more technical sales cycles, higher service content, and more predictable MRO revenue streams.

Following closing, Ferguson's total addressable market is expected to increase from approximately $340 billion to $400 billion.

The transaction also reflects a broader M&A trend: the infrastructure buildout driven by AI and data center investment is creating acquisition targets not only among server manufacturers and energy companies, but throughout the cooling, valving, piping, fluid management, and facility maintenance supply chains that support these facilities.

Ferguson has secured committed financing from J.P. Morgan Chase Bank for the transaction. Post-closing, the company expects its net debt to adjusted EBITDA ratio to remain within its target range of 1–2x.

The transaction value significantly exceeds the 2026 HSR notification threshold of $133.9 million. Absent an applicable exemption, the parties will be required to file Hart–Scott–Rodino premerger notifications with the FTC and DOJ and observe the applicable waiting period. Given FloWorks' Canadian operations, Canadian merger control thresholds and notification obligations under the Competition Act may also require separate evaluation. Closing is targeted for Q3 2026, subject to customary closing conditions and regulatory clearances.

This transaction is a notable private equity exit — Wynnchurch Capital's sale of a technical distribution platform to a strategic acquirer at a double-digit EBITDA multiple. Key legal diligence areas in transactions of this type include:

• Change-of-control provisions in OEM and exclusive distribution agreements
• Critical supplier dependency and concentration risk
• Customer concentration analysis
• Inventory valuation and working capital adjustments
• Environmental and occupational safety obligations at service center locations
• Post-acquisition integration risk across 60+ locations and 15 brands

No new binding transaction of equivalent significance or scale involving a Turkish company was identified in this reporting period.

This analysis is prepared by ULF New York for informational purposes only and does not constitute legal advice. For guidance on cross-border M&A transactions, antitrust compliance, or private equity exit structuring, contact our New York office.