- Current report filing (8-K)
April 15 2011 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF
1934
Date of report (Date of earliest event reported) April 14, 2011
iGATE Corporation
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
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000-21755
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25-1802235
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(Commission File Number)
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(IRS Employer Identification No.)
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6528 Kaiser Drive, Fremont, CA
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94555
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(Address of Principal Executive Offices)
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(Zip Code)
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(510)
896-3015
(Registrants Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On April 14, iGATE Corporation (the Company) entered into a Purchase Agreement (the Purchase Agreement) by and among the
Company and iGATE Technologies, Inc. (the Guarantor) and Jefferies & Company, Inc. and RBC Capital Markets, LLC (together, the Initial Purchasers), as initial purchasers, relating to the issuance and sale by the
Company to the Initial Purchasers of $770,000,000 in aggregate principal amount of the Companys 9% senior notes due 2016 (the Notes). Upon the closing of the issuance of the Notes, the Company will enter into an escrow agreement
pursuant to which the proceeds of the Notes offering will be placed in an escrow account in the United Kingdom to secure the Notes pending the consummation of the Companys previously disclosed acquisition of a majority stake of Patni Computer
Systems Limited.
The Notes will be issued pursuant to an indenture, to be dated as of April 29, 2011, by and among the Company, the Guarantor
and Wilmington Trust FSB, as trustee.
The Notes are being offered to the Initial Purchasers as a private placement and have not been
registered under the Securities Act of 1933, as amended (the Securities Act). The Initial Purchasers intend to sell the Notes only to qualified institutional buyers under Rule 144A and to persons outside the United States under
Regulation S of the Securities Act.
The Purchase Agreement contains customary representations, warranties, agreements, indemnification
obligations, including for liabilities under the Securities Act and other obligations and termination provisions of the Company, certain of its subsidiaries and the Initial Purchasers.
The above description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is attached hereto as Exhibit 10.1, and incorporated by reference herein.
Item 8.01 Other Events
On April 14, 2011, the Company announced that it had priced the Notes. A copy of the press release making this announcement is attached hereto as
Exhibit 99.1, and incorporated by reference herein.
Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits:
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Exhibit No.
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Description
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10.1
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Purchase Agreement, by and among iGATE Corporation, iGATE Technologies, Inc., Jefferies & Company, Inc. and RBC Capital Markets, LLC, dated April 14, 2011.
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99.1
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iGATE Corporation press release dated April 14, 2011.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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iGATE CORPORATION
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By:
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/s/ Mukund Srinath
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Name:
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Mukund Srinath
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Title:
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Corporate Secretary
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April 15, 2011
EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Purchase Agreement, by and among iGATE Corporation, iGATE Technologies, Inc., Jefferies & Company, Inc. and RBC Capital Markets, LLC, dated April 14, 2011.
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99.1
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iGATE Corporation press release dated April 14, 2011.
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