Current Report Filing (8-k)
November 18 2019 - 05:09PM
Edgar (US Regulatory)
Genpact LTD false 0001398659 0001398659
2019-11-14 2019-11-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 14,
2019
GENPACT
LIMITED
(Exact Name of Registrant as Specified in Charter)
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Bermuda
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001-33626
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98-0533350
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10, Bermuda
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (441)
294-8000
Not Applicable
(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:
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on which Registered
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Common shares, par value $0.01 per share
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G
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01. |
Entry into a Material Definitive Agreement. |
On November 18, 2019, Genpact Luxembourg S.à r.l. (“Genpact
Luxembourg”), an indirect wholly owned subsidiary of Genpact
Limited (“Genpact”), completed its previously announced
underwritten public offering (the “Notes Offering”) of
$400 million aggregate principal amount of its 3.375% Senior
Notes due 2024 (the “Notes”). The Notes are Genpact Luxembourg’s
senior unsecured indebtedness and are guaranteed on a senior
unsecured basis by Genpact. The Notes were issued pursuant to an
indenture dated as of March 27, 2017 (the “Base Indenture”)
among Genpact Luxembourg, Genpact and Wells Fargo Bank, National
Association, as trustee (the “Trustee”), and a second supplemental
indenture dated as of November 18, 2019 (the “Second
Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”).
The Notes have been registered under the Securities Act of 1933, as
amended (the “Securities Act”), pursuant to an effective shelf
registration statement on Form S-3 (File No. 333-230982), as supplemented by
the prospectus supplement dated November 14, 2019, filed with
the Securities and Exchange Commission under the Securities
Act.
In connection with the issuance of the Notes, Genpact and Genpact
Luxembourg entered into an Underwriting Agreement dated as of
November 14, 2019, among Genpact Luxembourg, as issuer,
Genpact, as guarantor, and the representatives of the several
underwriters named therein (the “Underwriters”), pursuant to which
Genpact Luxembourg agreed to issue and sell the Notes to the
Underwriters.
The Notes will mature on December 1, 2024. Interest on the
Notes accrues at the rate of 3.375% per annum and is payable
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
Moody’s or S&P (or a substitute rating agency therefor)
downgrades (or downgrades and subsequently upgrades) the credit
rating assigned to the Notes.
The Notes and the guarantee are general unsecured obligations of
Genpact Luxembourg and Genpact and will be pari passu in right of payment with all
existing and future senior unsecured indebtedness of both entities,
will be effectively subordinated to all future secured indebtedness
of both entities to the extent of the value of the assets securing
that indebtedness and will be senior in right of payment to all
future subordinated indebtedness of both entities. The Notes will
be structurally subordinated to all indebtedness and other
liabilities of subsidiaries of Genpact (other than Genpact
Luxembourg) that do not guarantee the Notes, including the
liabilities of certain subsidiaries pursuant to Genpact’s senior
credit facility.
Genpact Luxembourg may redeem some or all of the Notes prior to
November 1, 2024 at a redemption price equal to 100% of their
principal amount plus accrued and unpaid interest, if any, to, but
not including, the redemption date, plus an applicable “make-whole”
premium. Genpact Luxembourg may redeem some or all of the Notes on
or after November 1, 2024 at a redemption price equal to 100%
of their principal amount, plus accrued and unpaid interest, if
any, to but not including the redemption date.
The Notes are subject to certain customary covenants, including
limitations on the ability of Genpact and certain of its
subsidiaries, including Genpact Luxembourg, with significant
exceptions, (i) to incur debt secured by liens; (ii) to
engage in certain sale and leaseback transactions; and
(iii) to consolidate, merge, convey or transfer their assets
substantially as an entirety. In addition, pursuant to a customary
change of control covenant, upon a change of control repurchase
event, Genpact Luxembourg will be required to make an offer to
repurchase the Notes at a price equal to 101% of the aggregate
principal amount of such Notes, plus accrued and unpaid interest,
if any, to, but not including, the date of repurchase.
Genpact intends to use the net proceeds from the offering to repay
approximately $397 million aggregate principal amount of
outstanding loans under its revolving credit facility.
The foregoing descriptions of the Indenture and the Notes are
qualified in their entirety by reference to the actual terms of the
respective documents. Copies of the Underwriting Agreement, the
Second Supplemental Indenture and the form of the Notes are
attached as Exhibits 1.1, 4.1 and 4.2 hereto, respectively, and
each is incorporated by reference herein.
The Underwriters are full service financial institutions engaged in
various activities, which may include securities trading,
commercial and investment banking, financial advisory, investment
management, principal investment, hedging, financing and brokerage
activities. The Underwriters and their respective affiliates have
in the past performed commercial banking, investment banking and
advisory services for Genpact and/or Genpact Luxembourg from time
to time for which they have received customary fees and
reimbursement of expenses and may, from time to time, engage in
transactions with and perform services for Genpact and/or Genpact
Luxembourg in the ordinary course of their business for which they
may receive customary fees and reimbursement of expenses. In
addition, Genpact and/or Genpact Luxembourg have in the past
performed services and engaged in commercial dealings with certain
Underwriters or their affiliates and may, from time to time, engage
in transactions with and perform services for the Underwriters or
their affiliates in the ordinary course of business.
In addition, certain affiliates of the Underwriters are lenders
under Genpact’s senior credit facility. Because more than 5% of the
proceeds of the Notes Offering, not including underwriting
discount, may be received by affiliates of the Underwriters, the
Notes Offering has been conducted in compliance with the
requirements of FINRA Rule 5121, as administered by FINRA.
Accordingly, the Underwriters did not confirm any sales to any
account over which it exercises discretionary authority without the
specific written approval of the account holder. Pursuant to FINRA
Rule 5121, the appointment of a qualified independent underwriter
was not necessary in connection with the Notes Offering, as the
offering was of debt securities that are investment grade rated.
Certain of the Underwriters or their affiliates that have a lending
relationship with Genpact routinely hedge their credit exposure to
Genpact consistent with their customary risk management policies. A
typical such hedging strategy would include the Underwriters or
their affiliates hedging such exposure by entering into
transactions which consist of either the purchase of credit default
swaps or the creation of short positions in our securities,
including potentially the Notes offered hereby. Any such credit
default swaps or short positions could adversely affect future
trading prices of the Notes.
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet
Arrangement of a Registrant. |
The information contained in Item 1.01 is incorporated by reference
in this Item 2.03.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Current Report on Form
8-K:
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated as of
November 14, 2019, among Genpact Luxembourg, as issuer,
Genpact, as guarantor, and Citigroup Global Markets Inc., Morgan
Stanley & Co. LLC and Wells Fargo Securities, LLC, as
representatives of the Underwriters.
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4.1
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Second Supplemental Indenture, dated as
of November 18, 2019, by and among Genpact, Genpact Luxembourg
and Wells Fargo Bank, National Association, as trustee.
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4.2
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Form of 3.375% Senior Note due 2024
(included as Exhibit A to the Second Supplemental Indenture filed
as Exhibit 4.1).
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5.1
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Opinion of Cravath, Swaine &
Moore LLP.
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5.2
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Opinion of Allen & Overy,
société en commandite simple
(inscrite au barreau de Luxembourg).
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5.3
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Opinion of Appleby (Bermuda)
Limited.
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23.1
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Consent of Cravath, Swaine &
Moore LLP (included in Exhibit 5.1).
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SIGNATURE
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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GENPACT LIMITED
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By:
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/s/ Heather D. White
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Name:
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Heather D. White
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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Dated: November 18, 2019
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