PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 14, 2019)
$400,000,000
Genpact Luxembourg S.à r.l.
3.375% Senior Notes due 2024
Guaranteed by Genpact Limited
Genpact
Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 12F, rue
Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and company register under number B131.149 (the Issuer), is offering $400,000,000 aggregate principal amount of 3.375%
Senior Notes due 2024 (the notes). The notes will mature on, December 1, 2024. The notes are being issued pursuant to the indenture dated as of March 27, 2017 (the Indenture), among the Issuer, the Parent Guarantor
(as defined below) and Wells Fargo Bank, National Association, as trustee (the Trustee).
The Issuer will pay interest on the
notes semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2020. The interest rate payable on the notes will be subject to adjustment from time to time if either Moodys or S&P (or a substitute
rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the notes as described in Description of NotesInterest Rate Adjustment.
The Issuer may redeem the notes, in whole or in part, from time to time at its option, prior to November 1, 2024 (the date that is one
month prior to the maturity of the notes), at a price equal to 100% of the aggregate principal amount of the notes to be redeemed plus a specified make-whole premium and accrued and unpaid interest, if any, to, but not including, the
redemption date, and on or after November 1, 2024, at a price equal to 100% of the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date. See
Description of NotesOptional Redemption. If we experience a change of control repurchase event, the Issuer will be required to make an offer to purchase each holders notes at a price of 101% of the principal amount thereof,
plus accrued and unpaid interest, if any, to, but not including, the date of purchase. See Description of NotesRepurchase at the Option of Holders on Certain Changes of Control. The Issuer may redeem the notes at its option, at any
time in whole but not in part, in the event of certain developments affecting taxation described under Description of NotesRedemption for Taxation Reasons.
The notes will be the Issuers senior unsecured obligations. The notes will be fully and unconditionally guaranteed (the
guarantee) on a senior unsecured basis by Genpact Limited (the Parent Guarantor) as described under Description of NotesGenpact Guarantee. The notes and the guarantee will rank pari passu in right of
payment with all senior and unsecured debt of the Issuer and the Parent Guarantor and will rank senior in right of payment to all of the Issuers and the Parent Guarantors future subordinated debt. The notes will be effectively
subordinated to all of the Issuers and the Parent Guarantors existing and future secured debt to the extent of the value of the assets securing such debt. The notes will be structurally subordinated to all of the existing and future debt
and other liabilities of the Parent Guarantors subsidiaries (other than the Issuer), including the liabilities of certain subsidiaries pursuant to our senior credit facility. See Description of NotesRanking.
Investing in the notes involves risk. You should carefully review the risks and uncertainties described under the heading Risk
Factors beginning on page S-10 of this prospectus supplement, as well as in our Annual Report on Form 10-K for the fiscal year ended December 31,
2018, and our other filings with the Securities and Exchange Commission (the SEC) that are incorporated or deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus before you make an investment
in the notes.
Neither the SEC nor any state or foreign securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Public Offering
Price(1)
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Underwriting
Discount
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Proceeds Before
Expenses to
the Issuer
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Per Note
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99.976
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%
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0.400
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%
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99.576
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%
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Total
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$
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399,904,000
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$
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1,600,000
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$
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398,304,000
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(1)
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Plus accrued interest, if any, from November 18, 2019.
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The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.
The underwriters expect to deliver the notes in global form through the book-entry system of The Depository Trust Company (DTC)
and its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear), and Clearstream Banking, société anonyme (Clearstream), on or about November 18, 2019.
Joint Book-Running Managers
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Citigroup
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Morgan Stanley
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Wells Fargo Securities
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BofA Securities
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Credit Agricole CIB
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J.P. Morgan
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The date of this prospectus supplement is November 14, 2019.