falseGenpact LTD0001398659NYSE00013986592024-05-302024-05-30
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): May 30, 2024
GENPACT LIMITED
(Exact name of registrant as specified in its charter)
Bermuda
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001-33626
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98-0533350
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(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
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Canon's Court, 22 Victoria Street
Hamilton HM 12, Bermuda
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (441) 298-3300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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. |
Notes Offering
On June 4, 2024, Genpact Luxembourg S.à r.l. (“Genpact Luxembourg”) and Genpact USA, Inc. (“Genpact USA”),
indirect wholly owned subsidiaries of Genpact Limited (“Genpact”), completed their previously announced underwritten public offering (the “Notes Offering”) of $400 million aggregate principal amount of their 6.000% Senior Notes due 2029 (the “2029
Notes”). The 2029 Notes are Genpact Luxembourg’s and Genpact USA’s senior unsecured indebtedness and are guaranteed on a senior unsecured basis by Genpact. The 2029 Notes were issued pursuant to an indenture dated as of March 26, 2021 (the “Base
Indenture”) among Genpact Luxembourg, Genpact USA, Genpact and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), and a second supplemental indenture dated as of
June 4, 2024 (the “Second Supplemental Indenture”).
The 2029 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. 333-265204), as supplemented by the prospectus supplement dated May 30, 2024, filed with the Securities and Exchange Commission under the Securities Act.
In connection with the issuance of the 2029 Notes, Genpact, Genpact Luxembourg and Genpact USA entered into an
Underwriting Agreement dated as of May 30, 2024 (the “Underwriting Agreement”), among Genpact Luxembourg and Genpact USA, as co-issuers, Genpact, as guarantor, and the representatives of the several underwriters named therein (the “Underwriters”),
pursuant to which Genpact Luxembourg and Genpact USA agreed to issue and sell the 2029 Notes to the Underwriters. For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which
is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.
The 2029 Notes will mature on June 4, 2029. Interest on the 2029 Notes accrues at the rate of 6.000% per annum
and is payable semi-annually in arrears on June 4 and December 4 of each year, commencing on December 4, 2024.
The 2029 Notes and the related guarantee are general unsecured obligations of Genpact Luxembourg, Genpact USA and
Genpact, as applicable, and will be pari passu in right of payment with all existing and future senior indebtedness of such entities, will be effectively subordinated to all future secured indebtedness of such 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 such entities. The 2029 Notes will be structurally subordinated to all indebtedness and other liabilities of subsidiaries
of Genpact (other than Genpact Luxembourg and Genpact USA) that do not guarantee the 2029 Notes, including the liabilities of certain subsidiaries pursuant to Genpact’s senior credit facility.
Genpact Luxembourg and Genpact USA may redeem some or all of the 2029 Notes prior to May 4, 2029 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 and Genpact USA may redeem some or all of the 2029 Notes
on or after May 4, 2029 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 2029 Notes are subject to certain customary covenants, including limitations on the ability of Genpact and
certain of its subsidiaries, including Genpact Luxembourg and Genpact USA, 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 and Genpact USA will be required to make an offer to repurchase the 2029 Notes
at a price equal to 101% of the aggregate principal amount of such 2029 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 Notes Offering for general corporate purposes, which may include
repaying or redeeming Genpact Luxembourg’s outstanding 3.375% senior notes due 2024 at or prior to their maturity on December 1, 2024.
The foregoing descriptions of the Base Indenture, the Second Supplemental Indenture and the 2029 Notes are
qualified in their entirety by reference to the actual terms of the respective documents. Copies of the Underwriting Agreement, the Base Indenture, the Second Supplemental Indenture and the form of the 2029 Notes are attached as Exhibits 1.1, 4.1,
4.2 and 4.3 hereto, respectively, and each is incorporated by reference herein.
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
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Description |
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1.1*
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Underwriting Agreement, dated as of May 30, 2024, among Genpact Luxembourg and Genpact USA, as co-issuers, Genpact, as guarantor, and Citigroup
Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the Underwriters. |
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4.1 |
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Indenture, dated as of March 26, 2021, by and among Genpact, Genpact Luxembourg, Genpact USA and Computershare Trust Company, National Association
(as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No. 001-33626) filed on March 26, 2021). |
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4.2
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Second Supplemental Indenture, dated as of June 4, 2024, by and among Genpact, Genpact Luxembourg, Genpact USA and Computershare Trust Company,
National Association (as successor to Wells Fargo Bank, National Association), as trustee. |
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4.3 |
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Form of 6.000% Senior Note due 2029 (included as Exhibit A to the Second Supplemental Indenture filed as Exhibit 4.2). |
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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 Shearman Sterling SCS 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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23.2 |
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Consent of Allen Overy Shearman Sterling SCS société en commandite simple (inscrite au barreau de Luxembourg) (included in Exhibit 5.2). |
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23.3 |
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Consent of Appleby (Bermuda) Limited (included in Exhibit 5.3). |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Genpact hereby
undertakes to furnish copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.
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: |
/s/ Heather White
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Name: |
Heather White |
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Title: |
Senior Vice President, Chief Legal Officer and Corporate Secretary |
Dated: June 4, 2024
Exhibit 1.1
GENPACT LUXEMBOURG S.À R.L.
GENPACT USA, INC.
GENPACT LIMITED
$400,000,000
6.000% Senior Notes due 2029
Underwriting Agreement
May 30, 2024
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
As Representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
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 registered with the Luxembourg trade and company register under number B131.149 (the “Luxembourg Co-Issuer”) and Genpact USA, Inc., a Delaware corporation (the “U.S. Co-Issuer,” each an “Issuer” and collectively, the “Issuers”), propose to sell to the several underwriters named in Schedule I
hereto (the “Underwriters”), for whom Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC (each a “Representative” and collectively, the “Representatives”) are acting as representatives, $400,000,000 principal amount of their 6.000% Senior
Notes due 2029 (the “Notes”). The payment of principal of, premium, if any, and interest on the Notes will be
fully and unconditionally guaranteed (the “Guarantee”) on a senior unsecured basis by Genpact Limited, an exempted company organized under the laws of Bermuda (the “Company”). The Notes and the Guarantee are herein collectively referred to as the “Securities.” The
Securities are to be issued under a base indenture, dated as of March 26, 2021, as supplemented by a second supplemental indenture to be dated as of the Closing Date (such base indenture and second supplemental indenture thereto being referred to
collectively herein as the “Indenture”), each by and among the Issuers, the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”).
As used in this underwriting agreement (this “Agreement”),
the “Registration Statement” means the registration statement referred to in paragraph 1(a) hereof, including the exhibits and schedules thereto, and any prospectus supplement
relating to the Securities that is filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder (the “Securities Act”) and deemed part of such registration statement pursuant to Rule 430B under the Securities Act, as amended on
each Effective Date (as defined below), and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as defined in Section 3 hereof), shall also mean such registration statement as so amended; the “Effective Date” means the date and time that any post-effective amendment to the Registration Statement becomes effective; the “Base Prospectus” means the base prospectus referred to in paragraph 1(a) hereof contained in the Registration Statement at the date and time that this Agreement is executed and delivered by the parties hereto (the
“Execution Time”); a “Preliminary Prospectus” means any preliminary prospectus supplement to the Base
Prospectus referred to in paragraph 1(a) hereof that is used prior to the filing of the Final Prospectus, together with the Base Prospectus; and the “Final Prospectus” means the
prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) after the Execution Time, together with the
Base Prospectus.
Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final
Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (the “Exchange Act”) on or before the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date of the Amendment or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.
As used in this Agreement, a “Significant Subsidiary”
shall mean each subsidiary of the Company that (i) generates 5% or more of the revenues, (ii) generates 5% or more of the operating income, or (iii) holds 5% or more of the assets, in each case, of the Company and its subsidiaries on a consolidated
basis. For the avoidance of doubt, each Issuer shall be a Significant Subsidiary for purposes of this Agreement.
As used in this Agreement, the “Disclosure
Package” shall mean (i) the Preliminary Prospectus used most recently prior to the Execution Time, (ii) any issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”), identified in Schedule III hereto, (iii) the final term sheet prepared and filed pursuant to Section 5(c) hereto and (iv) any other free writing prospectus, as defined in Rule 405
under the Securities Act (a “Free Writing Prospectus”), that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
1. Representations and Warranties. Each Issuer and the Company represents and warrants to, and agrees with, each Underwriter as set forth below in this
Section 1.
(a) The Company meets the requirements for use of Form S-3 under the Securities Act and has prepared and filed with the SEC an automatic shelf registration statement, as defined in Rule 405 under the Securities Act (“Rule 405”) (File No. 333-265204) on Form S-3, including a related Base Prospectus, for the registration of the offering and sale of the Securities under the Securities Act. Such
Registration Statement, including any amendments thereto filed prior to the Execution Time, became effective upon filing. The Company may have filed with the SEC, as part of an amendment to the Registration Statement or pursuant to Rule 424(b),
preliminary prospectus supplements relating to the Securities, each of which has previously been furnished to you. The Company will file with the SEC a final prospectus supplement relating to the Securities in accordance with Rule 424(b) after
the Execution Time. As filed, such final prospectus supplement shall contain all information required by the Securities Act and the rules thereunder and, except to the extent the Representatives shall agree in writing to a modification, shall be
in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the
Base Prospectus and any Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. The Registration Statement, at the Execution Time, meets the requirements set forth in
Rule 415(a)(1)(x) under the Securities Act. The initial effective date of the Registration Statement was not earlier than the date that is three years before the Execution Time.
(b) On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement
thereto) will, comply in all material respects with the applicable requirements of the Securities Act and Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder (the “Trust Indenture Act”); on each Effective Date, at the Execution Time and on the Closing Date, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date, the Indenture did or will comply in all material respects with the applicable
requirements of the Trust Indenture Act and the rules thereunder; and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any Underwriter through any Representative specifically for inclusion in the Registration Statement or the Final Prospectus (or any supplement thereto), it being understood and
agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.
(c) As of the Execution Time, (i) the Disclosure Package and (ii) each electronic road show, when taken together as a whole with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with written information furnished to the Company by any Underwriter through any
Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(d) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by
post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule
163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163, and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case
may be) a “well-known seasoned issuer” as defined in Rule 405. The Company agrees to pay the fees required by the SEC relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in
accordance with Rules 456(b) and 457(r).
(e) (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2)) under the Securities Act and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an Ineligible Issuer
(as defined in Rule 405), without taking account of any determination by the SEC pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.
(f) Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein and any prospectus
supplement deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information
furnished to the Company by any Underwriter through any Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described
as such in Section 8(b) hereof.
(g) The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement or incorporated by
reference in the Registration Statement, the Preliminary Prospectus and the Final Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable
thereto.
(h) Neither the Issuers nor the Company is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the Final Prospectus, neither
the Issuers nor the Company will be, an “investment company” as defined in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment
Company Act”).
(i) Neither the Issuers nor the Company has paid or agreed to pay to any person any compensation for soliciting another to purchase any securities of the Company (except as set forth in or contemplated in this Agreement, the
Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto)).
(j) Neither the Issuers nor the Company has taken, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the Company or the Issuers to facilitate the sale or resale of the Securities. The Issuers and the Company each authorizes the Underwriters to make such public disclosure of
information relating to stabilization of the notes as is required by applicable law, regulation and guidance.
(k) Each of the Company and its Significant Subsidiaries (as defined above) has been duly organized and is validly existing in good standing (in jurisdictions where such concept is recognized) under the laws of the jurisdiction
of its organization, with full power and authority (corporate and other) to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package and the Final Prospectus, and is duly
qualified to do business as a foreign corporation and in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified
and in good standing could not reasonably be expected, individually or in the aggregate, to have a material adverse change, or prospective change, in the condition (financial or otherwise), earnings, business or properties of the Company and its
subsidiaries, taken as a whole (a “Material Adverse Effect”).
(l) All the outstanding shares of capital stock of the Company and each Significant Subsidiary have been duly and validly authorized and validly issued and are (in jurisdictions where such concepts are recognized) fully paid and
nonassessable, and, except as otherwise set forth in the Disclosure Package and the Final Prospectus (in each case, exclusive of any amendment or supplement thereto), all outstanding shares of capital stock of each Significant Subsidiary are
owned by the Company either directly or through wholly owned subsidiaries free and clear of any security interest, claim, lien or encumbrance.
(m) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required (and the
Preliminary Prospectus contains in all material respects the same description of the foregoing matters contained in the Final Prospectus); and the statements in the Preliminary Prospectus and the Final Prospectus under the headings “Description
of Notes” and “Certain Luxembourg, Bermuda and U.S. Federal Income Tax Consequences” fairly summarize the matters therein described in all material respects.
(n) This Agreement has been duly authorized, executed and delivered by the Issuers and the Company and, when executed and delivered by the Issuers and the Company, will constitute a legal, valid and binding instrument
enforceable against the Issuers and the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from
time to time in effect and to general principles of equity), provided that no representation is made with respect to the indemnity and contribution provisions thereof; the Indenture (including the Guarantee therein) has been duly authorized by
the Issuers and the Company and, assuming due authorization, execution and delivery thereof by the Trustee, when duly qualified under the Trust Indenture Act and when duly executed and delivered by the Issuers and the Company at the Closing Date,
will constitute a legal, valid and binding instrument enforceable against the Issuers and the Company in accordance with its terms (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors' rights generally from time to time in effect and to general principles of equity); and the Securities have been duly authorized, and, when executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters, will have been duly executed and delivered by the Issuers and the Company and will constitute the legal, valid and binding obligations enforceable against the Issuers and the Company
and entitled to the benefits of the Indenture (subject, as to the enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors’ rights generally from time to time in effect and to
general principles of equity).
(o) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required to be obtained or made by the Company or the Issuers for the consummation of the transactions as contemplated
herein, in the Disclosure Package and the Final Prospectus, except such as (i) have been obtained under the Securities Act and the Trust Indenture Act, (ii) have been, or prior to the Closing Date will be, obtained or made and (iii) may be
required under the “blue sky” or other securities laws of any jurisdiction in which the Securities are offered and sold.
(p) None of the execution and delivery of this Agreement or the Indenture, the issuance and sale of the Securities, or the consummation of any other of the transactions herein or therein contemplated, or the fulfillment of the
terms hereof or thereof, will conflict with, result in a breach or violation of, or the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, (i) the charter or by-laws or
comparable constituting documents of the Company or any of its Significant Subsidiaries; (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant
or instrument to which the Company or any of its Significant Subsidiaries is a party or bound or to which its or their property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its Significant Subsidiaries or any of its or their properties, except in the case of clauses (ii) and (iii) for such breaches,
violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
(q) No holders of debt securities of the Issuers or the Company have rights to the registration of such debt securities under the Registration Statement.
(r) The consolidated historical financial statements and schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Preliminary Prospectus, the Final Prospectus and the Registration
Statement present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with the applicable
accounting requirements of Regulation S-X under the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States and applied on a consistent basis throughout the periods involved (except
as otherwise noted therein).
(s) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or, to the knowledge of the
Company, threatened that would individually or in the aggregate reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the performance of this Agreement, the Indenture or the consummation of any of the
transactions contemplated hereby, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(t) Except as disclosed in the Disclosure Package and the Final Prospectus, the Company and its Significant Subsidiaries (i) have good title to all real properties and all other properties and assets owned by them that are
material to the Company and its subsidiaries taken as a whole, in each case free from liens and encumbrances that would materially affect the value thereof or materially interfere with the use made or to be made thereof by them and (ii) hold any
leased real or personal property that is material to the Company and its subsidiaries taken as a whole under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them.
(u) Neither the Company nor any of its subsidiaries is in violation or default of (i) any provision of its charter or bylaws or comparable constituting documents; (ii) the terms of any indenture, contract, lease, mortgage, deed
of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; or (iii) any statute, law, rule, regulation, judgment, order or decree
applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such subsidiary or any of its properties, as
applicable, except in the case of clauses (ii) and (iii) for such breaches, violations or defaults as would not, individually or in the aggregate, have a Material Adverse Effect.
(v) KPMG Assurance and Consulting Services LLP (“KPMG”), who have audited the consolidated financial statements of the Company and its subsidiaries and
delivered their reports with respect to the audited consolidated financial statements included or incorporated by reference in the Disclosure Package and the Final Prospectus, are
independent public accountants with respect to the Company within the meaning of the Securities Act.
(w) There are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement or the issuance, sale or resale of the
Securities.
(x) The Company and each of its subsidiaries have filed all applicable tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not, individually or
in the aggregate, have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto)) and have paid all taxes required to be paid by them
and any other assessment, fine or penalty with respect to taxes levied against them, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith
and by appropriate proceedings, and with respect to which the relevant entity has provided adequate reserves, or as would not, individually or in the aggregate, have a Material Adverse Effect and except as set forth in or contemplated in the
Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(y) All payments to be made by the Issuers and the Company under this Agreement and, except as expressly disclosed in each of the Disclosure Package and the Final Prospectus, all interest, principal, premium, if any, additional
amounts, if any, and other payments on or under the Securities (i) may, under the current laws and regulations of the Grand Duchy of Luxembourg or Bermuda, or any political subdivision or authority or agency therein or thereof having the power to
tax, or of any other jurisdiction in which either of the Issuers or the Company, as the case may be, is organized or incorporated or is otherwise resident for tax purposes or any jurisdiction from or through which a payment is made on the
Securities by or on behalf of the Issuers or the Company or any political subdivision or any authority or agency therein or thereof having the power to tax (each, a “Relevant Taxing
Jurisdiction”), be paid in U.S. dollars that may be converted into another currency and freely transferred out of the Relevant Taxing Jurisdiction and (ii) will not be subject to withholding or deduction for, or on account of,
taxes under the current laws and regulations of any Relevant Taxing Jurisdiction and are otherwise payable free and clear of any other withholding or deduction in each Relevant Taxing Jurisdiction and without the necessity of obtaining any
governmental authorization in any Relevant Taxing Jurisdiction.
(z) No labor strike, slowdown, stoppage or dispute with the employees of the Company or any of its subsidiaries (except for routine disciplinary and grievance matters) exists or, to the knowledge of the Company, is threatened or
imminent, except as would not have a Material Adverse Effect and except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(aa) No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any
loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Company, except as described in or contemplated in the Disclosure Package or the
Final Prospectus (in each case, exclusive of any amendment or supplement thereto) or as would not impair in any material respect the Issuers’ (or the Company’s, in its capacity as the guarantor of the Notes) ability to pay principal of, premium,
if any, or interest on the Notes.
(bb) The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are
engaged.
(cc) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses now operated by them, except for
those which the failure to so possess could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to
the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or
contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(dd) The Company and each of its subsidiaries maintain a system of internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific
authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. The Company has carried out evaluations of the effectiveness of its internal control over financial reporting as required by Rule 13a-15 of the Exchange Act, the results of which are accurately set forth in the Company’s most
recent annual report on Form 10-K, and, since the end of the Company’s most recent audited fiscal year, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting. The Company and its subsidiaries are not aware of any material weakness in their internal control over financial reporting.
(ee) The Company and its subsidiaries maintain “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act). The Company has carried out evaluations of the effectiveness of its disclosure
controls and procedures as required by Rule 13a-15 of the Exchange Act, the results of which are accurately set forth in the Company’s most recent annual report on Form 10-K, and, since the end of the Company’s most recent audited fiscal year,
there has been no change in the Company’s disclosure controls and procedures that has materially affected, or is reasonably likely to materially affect, the Company’s disclosure controls and procedures.
(ff) The Company and its subsidiaries are (i) in compliance with any and all applicable laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (“Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and (iii) have not received notice of any actual or potential liability under any Environmental Law, except where such non-compliance with Environmental Laws, failure to receive required
permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment
or supplement thereto). Except as set forth in the Disclosure Package and the Final Prospectus, neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended.
(gg) To the knowledge of the Company, the business, operations and properties of the Company and its subsidiaries are not currently subject to any costs and liabilities under Environmental Laws (including, without limitation, any
capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third
parties) that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement
thereto).
(hh) The minimum funding standard under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (“ERISA”), has been satisfied by each “pension plan” (as defined in Section 3(2) of ERISA) which has been established or maintained by the Company and/or one or more of its subsidiaries or any member of their
“Controlled Group” (defined as any organization which together with the Company or any of its subsidiaries is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder (the “Code”)), and the trust forming part of each such plan which is intended to be qualified under Section 401 of the Code is so
qualified except for any failure which can be corrected without material liability; except as could not reasonably be expected to result in a material liability, neither the Company nor any of its subsidiaries nor any Controlled Group member
maintains or is required to contribute to a “welfare plan” (as defined in Section 3(1) of ERISA) which provides retiree or other post-employment welfare benefits or insurance coverage (other than “continuation coverage” (as defined in Section 602
of ERISA)); each pension plan and welfare plan established or maintained by the Company and/or one or more of its subsidiaries or Controlled Group members is in compliance in all material respects with the currently applicable provisions of
ERISA; and neither the Company nor any of its subsidiaries nor any Controlled Group member has incurred or could reasonably be expected to incur any material withdrawal liability under Section 4201 of ERISA, any material liability under Section
4062, 4063, or 4064 of ERISA, or any other material liability under Title IV of ERISA.
(ii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules
and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering
Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or,
to the knowledge of the Company, threatened.
(jj) None of the Company, any of its subsidiaries, their respective directors or officers, or to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries (i) is,
or is controlled or 50% or more owned in the aggregate by or is acting on behalf of one or more individuals or entities that are, currently the subject of any sanctions administered or enforced by the United States (including any administered or
enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council, the European
Union, a member state of the European Union (including sanctions administered or enforced by His Majesty’s Treasury of the United Kingdom) or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned
Person”) (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the
proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in
the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
(kk) There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002,
as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 relating to loans and Sections 302 and 906
relating to certifications.
(ll) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has
taken any action, directly or indirectly, that would reasonably be expected to result in a violation or a sanction for violation by such person of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or
similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and the Company and its subsidiaries have instituted and maintain policies and procedures to ensure compliance therewith. No part of the proceeds of the
offering will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations
thereunder.
(mm) The Company and its subsidiaries own, possess, license, have the right to use or can acquire on reasonable terms, all patents, trade and service marks, trade names, copyrights, domain names (in each case including all
registrations and applications to register same), inventions, trade secrets, technology, know-how, and other intellectual property, (collectively, the “Intellectual Property”)
necessary for the conduct of the Company’s business as now conducted or as proposed in the Preliminary Prospectus and the Final Prospectus to be conducted, except where the failure to so own or have the right to use such Intellectual Property
would not, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in the Preliminary Prospectus and the Final Prospectus and except as would not, individually or in the aggregate, have a Material Adverse Effect,
(i) the Company owns, or has rights to use under license, all such Intellectual Property free and clear in all material respects of all adverse claims, liens or other encumbrances; (ii) to the knowledge of Company, there is no material
infringement by third parties of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third party challenging the Company’s or its subsidiaries’ rights in or
to any such Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such claim; (iv) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by any third
party challenging the validity, scope or enforceability of any such Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any such claim; (v) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by any third party that the Company or any subsidiary infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of any third party, and the Company is
unaware of any other fact which would form a reasonable basis for any such claim; and (vi) to the knowledge of Company, there is no valid and subsisting patent or published patent application that would preclude the Company, in any material
respect, from practicing any such Intellectual Property.
(nn) Except as would not have a Material Adverse Effect, the Company and each of its subsidiaries have taken reasonable technical and organizational measures necessary to protect the information technology systems and data used in
connection with the operation of the Company’s and its subsidiaries’ businesses. Without limiting the foregoing, the Company and its subsidiaries have used reasonable efforts to establish and maintain, and have established, maintained,
implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards
and business continuity/disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or
misuse of or relating to any information technology system or data used in connection with the operation of the Company’s and its subsidiaries’ businesses (a “Breach”).
Except as would not have a Material Adverse Effect, there has been no Breach, and the Company and its subsidiaries have not been notified of, and have no knowledge of, any event or condition that would reasonably be expected to result in a
Breach.
Any certificate signed by any officer or manager (as applicable) of the Issuers or the Company and delivered to the
Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Issuers or the Company, as to matters covered thereby, to each Underwriter.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set
forth, the Issuers agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.268% of the principal amount thereof, plus accrued interest, if any, from May
30, 2024 to the Closing Date, the principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., New York City time, on June 4, 2024, or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between
the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”).
As used herein, “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized
or obligated by law to close in The City of New York. Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives
of the purchase price thereof to or upon the order of the Issuers by wire transfer payable in same-day funds to the account specified by the Issuers. Delivery of the Securities shall be made through the facilities of The Depository Trust Company
unless the Representatives shall otherwise instruct.
4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the
Final Prospectus.
5. Agreements. Each Issuer and the Company agrees with each Underwriter that:
(a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Prospectus) to the Base
Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. The Company will cause the Final Prospectus, properly completed,
and any supplement thereto to be filed in a form approved by the Representatives with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of
such timely filing. The Company will promptly advise the Representatives (i) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the SEC pursuant to Rule 424(b), (ii) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (iii) of any request by the SEC or its staff for any amendment of the Registration Statement, or any Rule 462(b) Registration
Statement, or for any supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use or the
institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or
threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and,
upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a
new registration statement and using its reasonable best efforts to have such amendment or new registration statement declared effective as soon as practicable.
(b) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, upon request, signed copies of the Registration Statement (including exhibits thereto) and, upon request, to each other
Underwriter a copy of the Registration Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act (including in circumstances where such requirement may be
satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request. The Company will pay the
expenses of printing or other production of all documents relating to the offering.
(c) The Issuers will prepare a final term sheet, containing solely a description of final terms of the Securities and the offering thereof, in the form approved by you and attached as Schedule II hereto and will file such term
sheet pursuant to Rule 433(d) within the time required by such rule.
(d) If at any time prior to the filing of the Final Prospectus pursuant to Rule 424(b), any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any
use of the Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the Disclosure Package to correct such statement or omission; and (iii) supply any amendment or supplement to you in such quantities as you may
reasonably request.
(e) If, at any time when a prospectus relating to the Securities is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as
a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances
under which they were made or the circumstances then prevailing not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Securities
Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with the SEC,
subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement which will correct such statement or omission or effect such compliance, (iii) use its reasonable best efforts to have any
amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (iv) supply any supplemented Final Prospectus in such quantities
as they may reasonably request.
(f) Without the prior written consent of the Representatives, the Issuers and the Company have not given and will not give to any prospective purchaser of the Securities any written information concerning the offering of the
Securities other than materials contained in the Disclosure Package, the Final Prospectus or any other offering materials prepared by or with the prior written consent of the Representatives.
(g) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 under the Securities Act.
(h) The Issuers will arrange, if necessary, for the qualification of the Securities for sale by the Underwriters under the securities or “blue sky” laws of such jurisdictions as the Representatives may reasonably request and will
maintain such qualifications in effect so long as required for the sale of the Securities; provided that in no event shall either of the Issuers be obligated to qualify to
do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to (i) service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it
is not now so subject or (ii) taxation in any such jurisdiction where it is not now so subject. The Issuers will promptly advise the Representatives of the receipt by the Issuers of any notification with respect to the suspension of the
qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(i) The Issuers will cooperate with the Representatives and use its reasonable best efforts to permit the Securities to be eligible for clearance and settlement through The Depository Trust Company.
(j) The Issuers will not, for a period beginning on the Execution Time and ending on the Closing Date, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, otherwise dispose of, or
enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate
of the Company (or any person in privity with the Company or any affiliate of the Company), directly or indirectly, or announce the offering, of any debt securities issued or guaranteed by the Company (other than the Securities).
(k) The Company and the Issuers will not take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Securities.
(l) The Company agrees to pay the costs and expenses relating to the following matters: (i) the preparation of the Indenture, the preparation, printing or reproduction and filing with the SEC of the Registration Statement
(including financial statements and exhibits thereto), each Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them, and the issuance of the Securities and the fees and
reimbursable disbursements of the Trustee; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus,
the Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the
preparation, printing, authentication, issuance and delivery of certificates for the Securities; (iv) any stamp or other issuance or transfer taxes or duties in connection with the
original issuance and sale of the Securities; (v) the printing (or reproduction) and delivery of this Agreement, any “blue sky” memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the offering
of the Securities; (vi) the registration of the Securities under the Exchange Act; (vii) any registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of the several states and any other
jurisdictions specified pursuant to Section 5(i) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification in an aggregate amount not to exceed $5,000); (viii) the
transportation and other expenses incurred by the Company representatives in connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel
(including local and special counsel) for the Issuers and the Company; (x) any fees payable in connection with the rating of the Securities by ratings agencies, (xii) any filings required to be made with the Financial Industry Regulatory
Authority, Inc. (“FINRA”) (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such filings) and (xiii) all other costs and
expenses of the Company incident to the performance by the Company of its obligations hereunder.
(m) The Issuers and the Company agree that all amounts payable to the Underwriters under this Agreement shall be paid free and clear of, and without any deduction or withholding for or on account of, any current or future taxes,
levies, imposts, duties, charges or other deductions or withholdings imposed or levied by any Relevant Taxing Jurisdiction, unless such deduction or withholding is required by applicable law. In the event that such a deduction or withholding is
required by applicable law of any Relevant Taxing Jurisdiction, the applicable Co-Issuer or the Company, as the case may be, will pay additional amounts so
that the Underwriters entitled to such payments will receive the amounts that such Underwriters would otherwise have received but for such deduction or withholding. Notwithstanding the foregoing, no such additional amounts will be paid with
respect to any deduction or withholding of taxes or other governmental charges in the United States.
(n) The Company and the Issuers agree that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company and the Issuers that,
unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would
otherwise constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under Rule 433 under the Securities Act (“Rule 433”)
, other than a free writing prospectus containing the information contained in the final term sheet specified in Section 5(c) hereto; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of
the Free Writing Prospectuses included in Schedule III hereto and any electronic road show. Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and the Issuers agree that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus
and (y) it has complied and will comply, as the case may be, with the requirements of Rule 164 under the Securities Act (“Rule 164”) and Rule 433 applicable to any Permitted
Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.
6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of
the representations and warranties of the Issuers and the Company contained herein at the Execution Time and the Closing Date, to the accuracy of the statements of the Issuers and the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a) The Final Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(c) hereto and any other material required to
be filed by the Company pursuant to Rule 433(d) shall have been filed with the SEC within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any
notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have requested and caused Cravath, Swaine & Moore LLP, counsel for the Issuers and the Company, to furnish to the Representatives its opinion and negative assurance letter, dated the Closing Date and
addressed to the Representatives, in substantially the form attached as Annex A hereto.
(c) The Representatives shall have received from Allen Overy Shearman Sterling SCS société en commandite simple (inscrite au barreau de Luxembourg),
Luxembourg counsel for the Luxembourg Co-Issuer, such opinion or opinions, dated the Closing Date and addressed to the Representatives in substantially the form as attached Annex B hereto.
(d) The Representatives shall have received from Appleby (Bermuda) Limited, Bermuda counsel for the Company, such opinion or opinions, dated the Closing Date and addressed to the Representatives in substantially the form as
attached Annex C hereto.
(e) The Representatives shall have received from Simpson Thacher & Bartlett LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the
issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure Package, the Final Prospectus (as amended or supplemented at the Closing Date) and other related matters as the Representatives may reasonably require,
and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.
(f) The Representatives shall have received a certificate of the Company, signed by (x) the Chairman of the Board or the President and (y) the principal financial or accounting officer of the Company, in each signer’s capacity as
such and not any individual capacity, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package, the Final Prospectus and any supplements or amendments
thereto, and this Agreement and that, to the best of their knowledge:
(i) the representations and warranties of the Issuers and the Company in this
Agreement are true and correct on and as of the Closing Date with the same effect as if made on the Closing Date, and the Issuers and the Company have complied with all the agreements and satisfied all the conditions on their part to be performed or
satisfied hereunder at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the Registration Statement or any
notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii) since the date of the most recent financial statements included or incorporated
by reference in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), there has been no material adverse change, or prospective change, in the condition (financial or otherwise), earnings, business or
properties of the Company and its subsidiaries, taken as a whole, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(g) At the Execution Time and at the Closing Date, the Company shall have requested and caused KPMG to furnish to the Representatives letters, dated respectively as of the Execution Time and as of the Closing Date, in form and
substance satisfactory to the Underwriters’ counsel and confirming that they are independent accountants within the meaning of the Exchange Act and the applicable published rules and regulations thereunder.
(h) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment or supplement thereto) and the Final Prospectus (exclusive of any amendment
or supplement thereto), there shall not have been any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries taken as
a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto), the effect of
which is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any
amendment thereof), in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto).
(i) The Securities shall be eligible for clearance and settlement through The Depository Trust Company.
(j) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined in Section 3(a)(62)
under the Exchange Act) or any notice given by such organization of any intended or potential decrease in any such rating or of a possible change in any such rating (other than a notice with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating).
(k) Prior to the Closing Date, the Issuers and the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request.
If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters
hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The Representatives may, in
their sole discretion, waive on behalf of the Underwriters, compliance with any conditions to the obligations of the Underwriters hereunder.
The documents required to be delivered by this Section 6 will be delivered at the office of counsel for the
Underwriters, at 425 Lexington Avenue, New York, New York 10017 on the Closing Date.
7. Reimbursement of Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the
Underwriters set forth in Section 6 hereof is not satisfied, because of any termination pursuant to Section 10(i) hereof or because of any refusal, inability or failure on the part of the Issuers or the Company to perform any agreement herein or
comply with any provision hereof other than by reason of a default by any of the Underwriters, each Issuer and the Company will reimburse the Underwriters severally through Goldman Sachs & Co. LLC on demand for all expenses (including
reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.
8. Indemnification and Contribution. (a) The Issuers and Company, jointly and severally, agree to indemnify and hold harmless each Underwriter, the
directors, officers, employees, affiliates and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or
liabilities or actions in respect thereof arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Final Prospectus, any Issuer
Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(c) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided,
however, that the Issuers and the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any
such untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Preliminary Prospectus or the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final
term sheet required to be prepared and filed pursuant to Section 5(c) hereto, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Issuers and the Company by or on behalf
of any Underwriter through any Representative specifically for use therein. This indemnity agreement will be in addition to any liability that the Issuers and the Company may otherwise have.
(b) Each Underwriter severally, and not jointly, agrees to indemnify and hold harmless the Issuers and the Company, each of its directors, each of its officers, and each person who controls the Issuers or the Company within the
meaning of either the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity to each Underwriter, but only with reference to written information furnished to the Company by or on behalf of such Underwriter through any
Representative specifically for use in the Preliminary Prospectus or the Final Prospectus (or in any amendment or supplement thereto). This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The
Company acknowledges that (i) the third sentence of the last paragraph on the cover, (ii) the names of each of the Underwriters under the heading “Underwriting”, (iii) the third paragraph under the heading “Underwriting”, (iv) the fourth and
fifth sentences of the seventh paragraph under the heading “Underwriting” and (v) the statements under the heading “Underwriting–Stabilization Transactions and Short Sales” in the Preliminary Prospectus and the Final Prospectus constitute the
only information furnished in writing by or on behalf of the Underwriters for use in the Preliminary Prospectus or the Final Prospectus or in any amendment or supplement thereto.
(c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under
this Section 8, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above (or, if applicable, subsection (d)
below) unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice
at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel,
other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local
counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action
include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to
those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution
of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent: (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit
or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Issuers and the Company and the Underwriters
severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, damage, liability or action)
(collectively “Losses”) to which the Issuers and Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative
benefits received by the Issuers and the Company on the one hand and by the Underwriters on the other from the offering of the Securities. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the
Issuers and the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Issuers and the Company on the one hand and the
Underwriters on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Issuers and the Company shall be deemed to be equal to the
total net proceeds from the offering (before deducting expenses) received by them (collectively), and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth
on the cover page of the Final Prospectus, received by the Underwriters from the Company under this Agreement. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to information provided by the Issuers and the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such untrue statement or omission. The Issuers, the Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other
method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), in no event shall any Underwriter be required to contribute any amount in excess of the
amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee, affiliate and agent of
an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Issuers or the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the
Issuers or the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such
Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective
proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in
the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the
remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Underwriters do not purchase all the Securities and arrangements satisfactory to the
Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability to any nondefaulting Underwriter, the Issuers or the Company. In the event of a
default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration
Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Issuers or the Company or any
nondefaulting Underwriter for damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Issuers and the
Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company’s securities or securities generally on The New York Stock Exchange shall have been suspended or limited or minimum prices
shall have been established on such exchange; (ii) a banking moratorium shall have been declared either by U.S. federal or New York State authorities; (iii) there has occurred a material disruption in commercial banking or securities settlement
or clearance services in the United States or any other country where the Securities are listed; or (iv) there shall have occurred any outbreak or escalation of hostilities,
declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with
the offering or delivery of the Securities as contemplated in the Preliminary Prospectus or the Final Prospectus (exclusive of any amendment or supplement thereto).
11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities, rights of contribution and other
statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Underwriters, the Issuers or the
Company or any of the indemnified persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 17 hereof shall survive the termination or cancellation of this
Agreement.
12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telefaxed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, Attention: General Counsel, Fax No.: +1 (646) 291-1469;
Goldman Sachs & Co. LLC at 200 West Street, New York, New York 10282-2198, Attention: Registration Department, Fax No.: (212) 902-9316, Email: registration-syndops@ny.email.gs.com; and Morgan Stanley & Co. LLC at 1585 Broadway, New York,
New York 10036, Attention: Investment Banking Division, Fax No.: +1 (212) 507-8999); or, if sent to the Company, will be mailed, delivered or telefaxed to c/o
Genpact LLC, 521 Fifth Avenue, 14th Floor, New York, New York 10175, Attention: Heather White, Fax No.: +1 (833) 582-3521.
13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the indemnified
persons referred to in Section 8 hereof and their respective successors, and no other person will have any right or obligation hereunder.
14. Jurisdiction. Each Issuer and the Company agree that any suit, action or proceeding against such Issuer or the Company brought by any Underwriter, the
directors, officers, employees and agents of any Underwriter, or by any person who controls any Underwriter, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any State or U.S. federal court
in The City of New York and County of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit,
action or proceeding. Each Issuer and the Company hereby appoints Heather White at her offices at c/o Genpact LLC, 521 Fifth Avenue, 14th Floor, New York, New York 10175 as its authorized agent (the “Authorized Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in any State or
U.S. federal court in The City of New York and County of New York, by any Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, and expressly accepts the
non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each Issuer and the Company hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said
agent for service of process, and such Issuer and the Company agree to take any and all action, including the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of
process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Issuers and the Company. Notwithstanding the foregoing, any action arising out of or based upon this Agreement may be instituted by any
Underwriter, the directors, officers, employees, affiliates and agents of any Underwriter, or by any person who controls any Underwriter, in any court of competent jurisdiction in Luxembourg (in the case of an action against the Luxembourg
Co-Issuer) or Bermuda (in the case of an action against the Company).
15. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Issuers, the Company and the
Underwriters, or any of them, with respect to the subject matter hereof.
16. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any
interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the
laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the
laws of the United States or a state of the United States.
As used in this Section 15, “BHC Act Affiliate” has the meaning
assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b) or (iii) a “covered FSI” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title
II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
17. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and
to be performed within the State of New York.
18. Waiver of Jury Trial. The Issuers and Company hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
19. Contractual Recognition of Bail-In. Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or
understanding between the Underwriters, the Issuers and the Company, the Issuers and the Company acknowledge and accept that a BRRD Liability (as defined below) arising under this Agreement may be subject to the exercise of Bail-in Powers by the
Relevant Resolution Authority, and acknowledge, accept and agree to be bound by:
(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Issuers or the Company under this Agreement, that (without limitation) may
include and result in any of the following, or some combination thereof:
(i) the reduction of all, or a portion, of the BRRD Liability or outstanding
amounts due thereon;
(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other
securities or other obligations of any of the Underwriters or another person, and the issue to or conferral on the Issuers or the Company of such shares, securities or obligations;
(iii) the cancellation of the BRRD Liability;
(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity
or the dates on which any payments are due, including by suspending payment for a temporary period;
(b) the variation of the terms of this Agreement relating to such BRRD Liability, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
As used in this Section 19, “Bail-in Legislation” means in relation
to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at
https://www.lma.eu.com/documents-guidelines/eu-bail-legislation-schedule; “BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in
the applicable Bail-in Legislation may be exercised; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in
relation to any of the Underwriters.
20. No Fiduciary Duty. The Issuers and the Company hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an
arm’s-length commercial transaction between the Issuers and the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other hand, and does not constitute a recommendation, investment advice, or
solicitation of any action by the Underwriters, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Issuers or the Company, (c) the Issuers’ and the Company’s engagement of the Underwriters in connection with the offering of the Securities and the process leading up to the offering of the Securities is as independent contractors and not in any other capacity and (d) none of the activities
of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person. Furthermore, the Issuers
and the Company agree that they are solely responsible for making their own judgments in connection with the offering of the Securities (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related
or other matters). The Issuers and the Company agree that they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuers or the Company, in
connection with such transaction or the process leading thereto.
21. Currency. Each reference in this Agreement to U.S. dollars (the “Relevant
Currency”), including by use of the symbol “$”, is of the essence. To the fullest extent permitted by law, the obligation of the Issuers or the Company in respect of any amount due under this Agreement will, notwithstanding any
payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in the Relevant Currency that the party entitled to receive such payment may, in accordance with its normal procedures,
purchase with the sum paid in such other currency (after any premium and costs of exchange) on the Business Day immediately following the day on which such party receives such payment. If the amount in the Relevant Currency that may be so
purchased for any reason falls short of the amount originally due, the Issuers or the Company will pay such additional amounts, in the Relevant Currency, as may be necessary to compensate for the shortfall. Any obligation of the Issuers or the
Company not discharged by such payment will, to the fullest extent permitted by applicable law, be due as a separate and independent obligation and, until discharged as provided herein, will continue in full force and effect.
22. Waiver of Immunity. To the extent that the Issuers or the Company have or hereafter may acquire any immunity (sovereign or otherwise) from any legal
action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Company hereby irrevocably waives and
agrees not to plead or claim such immunity in respect of its obligations under this Agreement.
23. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall
constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures
and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
24. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.
[Remainder
of this page intentionally left blank]
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement between the Issuers, the Company and the several Underwriters.
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Very truly yours, |
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Genpact Luxembourg S.à r.l. |
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By:
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/s/ Balazs Sagh
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Name: |
Balazs Sagh |
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Title:
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Class A Manager |
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Genpact USA, Inc. |
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By:
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/s/ Thomas D. Scholtes
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Name: |
Thomas D. Scholtes |
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Title:
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President and Secretary |
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Genpact Limited |
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By:
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/s/ Heather White
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Name: |
Heather White |
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Title:
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Senior Vice President, Chief Legal Officer and Corporate Secretary |
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
By:
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Citigroup Global Markets Inc. |
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By:
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/s/ Maria N. Paynter
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Name: |
Maria N. Paynter |
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Title: |
Director
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By:
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Goldman Sachs & Co. LLC |
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By:
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/s/ Jonathan Zwart
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Name: |
Jonathan Zwart |
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Title: |
Managing Director
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By:
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Morgan Stanley & Co. LLC |
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By:
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/s/ Julie Blanco
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Name: |
Julie Blanco |
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Title: |
Executive Director
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For themselves and the other several
Underwriters named in
Schedule I to the foregoing Agreement.
SCHEDULE I
Underwriters
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Principal Amount of Securities to be Purchased
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Citigroup Global Markets Inc.
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US$120,000,000
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Goldman Sachs & Co. LLC
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120,000,000
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Morgan Stanley & Co. LLC
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120,000,000
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BofA Securities, Inc.
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8,000,000
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Credit Agricole Securities (USA) Inc.
|
8,000,000
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J.P. Morgan Securities LLC
|
8,000,000
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TD Securities (USA) LLC
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8,000,000
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Wells Fargo Securities, LLC
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8,000,000
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Total
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US$400,000,000
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SCHEDULE II
GENPACT LUXEMBOURG S.À R.L.
GENPACT USA, INC.
GENPACT LIMITED
$400,000,000 6.000% Senior Notes due 2029
Pricing Term Sheet
May 30, 2024
The information in this pricing term sheet supplements the Issuers’ preliminary prospectus supplement, dated May 28, 2024 (the
“Preliminary Prospectus Supplement”) and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. This pricing term sheet is qualified in its
entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
Issuers:
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Genpact Luxembourg S.à r.l.
Genpact USA, Inc.
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Guarantor:
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Genpact Limited
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Expected Ratings (Moody’s / S&P)*:
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[Intentionally omitted]
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Security Title:
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6.000% Senior Notes due 2029
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Offering Format:
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SEC registered
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Pricing Date:
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May 30, 2024
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Settlement Date**:
|
June 4, 2024 (T+3)
|
Maturity Date:
|
June 4, 2029
|
Interest Payment Dates:
|
June 4 and December 4, commencing December 4, 2024
|
Principal Amount:
|
$400,000,000
|
Benchmark Treasury:
|
UST 4.625% due April 30, 2029
|
Benchmark Treasury Price / Yield:
|
100-06+ / 4.578%
|
Spread to Benchmark Treasury:
|
+150 bps
|
Yield to Maturity:
|
6.078%
|
Coupon:
|
6.000%
|
Public Offering Price:
|
99.668% of the principal amount, plus accrued interest, if any, from June 4, 2024
|
Optional Redemption Provisions:
|
|
Make-Whole Call:
|
Prior to May 4, 2029, T+25 bps
|
Par Call:
|
On or after May 4, 2029
|
CUSIP / ISIN:
|
37190A AB5 / US37190AAB52
|
Joint Book-Running Managers:
|
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Credit Agricole Securities (USA) Inc.
J.P. Morgan Securities LLC
TD Securities (USA) LLC
Wells Fargo Securities, LLC
|
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business
day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the delivery date may be required to specify an alternate settlement cycle at the time of trade to prevent a failed
settlement. Investors who wish to trade the notes prior to the delivery date should consult their own advisors.
The Issuers have filed a registration statement, including a prospectus and a preliminary prospectus supplement, with the Securities and
Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the Issuers have
filed with the SEC for more complete information about the Issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuers, any underwriter or any dealer participating in
the offering will arrange to send you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Goldman Sachs &
Co. LLC toll-free at 1-866-471-2526; or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
SCHEDULE III
Schedule of Free Writing Prospectuses included in the Disclosure Package
None.
ANNEX A
Form of Cravath, Swaine & Moore LLP opinion and negative assurance letter
[Intentionally Omitted]
ANNEX B
Form of Luxembourg counsel opinion
[Intentionally Omitted]
ANNEX C
Form of Bermuda counsel opinion
[Intentionally Omitted]
Exhibit 4.2
EXECUTION VERSION]
GENPACT LUXEMBOURG S.À R.L.
and
GENPACT USA, INC.
as the Issuers,
GENPACT LIMITED,
as Guarantor,
and
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as successor to WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Trustee
SECOND SUPPLEMENTAL INDENTURE
Dated as of June 4, 2024
to
INDENTURE
Dated as of March 26, 2021
Relating to
$400,000,000 of 6.000% Senior Notes due 2029
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of June 4, 2024 (this “Second
Supplemental Indenture”), among 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 registered with the Luxembourg trade and
company register under number B131.149 (the “Luxembourg Co-Issuer”), Genpact USA, Inc., a Delaware corporation (the “U.S. Co-Issuer”; each of the Luxembourg Co-Issuer and the U.S. Co-Issuer is referred to herein as an “Issuer”
and, collectively, they are referred to herein as the “Issuers”), Genpact Limited, a Bermuda exempted company (“Parent”) and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as
Trustee (the “Trustee”), to the Base Indenture (as defined below).
RECITALS
WHEREAS, the Issuers have heretofore executed and delivered to
the Trustee an Indenture, dated as of March 26, 2021 (the “Base Indenture” and, together with this Second Supplemental Indenture, the “Indenture”), providing for the issuance from time to time of their notes and other evidences of
senior debt securities, to be issued in one or more series as therein provided;
WHEREAS, pursuant to the terms of the Base Indenture, on the date
hereof, the Issuers desire to provide for the establishment of one series of notes to be known as their 6.000% Senior Notes due 2029 (the “Notes”), the form and substance of such notes and the terms, provisions and conditions thereof to be set
forth as provided in the Base Indenture and in this Second Supplemental Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Notes
will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest on a senior unsecured basis (the “Guarantee”) by Parent; and
WHEREAS, the Issuers and Parent have requested that the Trustee
execute and deliver this Second Supplemental Indenture, and all requirements necessary to make this Second Supplemental Indenture a legal, valid and binding instrument in accordance with its terms, to make the Notes, when executed by the Issuers and
authenticated and delivered by the Trustee, the legal, valid and binding obligations of the Issuers, and all acts and things necessary have been done and performed to make this Second Supplemental Indenture enforceable in accordance with its terms,
and the execution and delivery of this Second Supplemental Indenture has been duly authorized in all respects;
WITNESSETH:
NOW, THEREFORE, for and in consideration of the premises
contained herein, each party agrees for the benefit of each other party and for the equal and ratable benefit of the Holders of the Notes, as follows:
ARTICLE One
Definitions
Section 1.01 Capitalized terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed to them in the Base Indenture.
Section 1.02 References in this Second Supplemental Indenture to article and section numbers shall be deemed to be references to article and section numbers of this Second Supplemental Indenture unless otherwise specified.
Section 1.03 For purposes of this Second Supplemental Indenture, the following terms have the meanings ascribed to them as follows:
“Additional Notes” means any additional Notes that may be issued
from time to time pursuant to Section 2.01(b).
“Base Indenture” has the meaning provided in the Recitals.
“Below Investment Grade Rating Event” means the rating on the
Notes is lowered by each of the Rating Agencies, and the Notes are rated below Investment Grade by each of the Rating Agencies, within 60 days from the earlier of (1) the date of the public notice of an arrangement that could result in a Change of
Control and (2) the occurrence of a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies).
“Business Day” means any calendar day that is not a Saturday,
Sunday or legal holiday in New York, New York on which commercial banks are open for business in New York, New York.
“Change in Tax Law” has the meaning provided in the Section 3.02.
“Change of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any “person” or “group” (as
those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than either of the Issuers or one of Parent’s other wholly owned Subsidiaries; (2) the consummation of any transaction or series of related transactions (including,
without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), becomes the beneficial owner, directly or indirectly, of more than
50% of the then outstanding shares of Parent’s Voting Stock, measured by voting power rather than number of shares; (3) Parent ceases to own, directly or indirectly, 100% of the issued and outstanding Voting Stock of either Issuer; or (4) the
adoption by the holders of Parent’s Voting Stock of a plan providing for Parent’s liquidation or dissolution.
“Change of Control Repurchase Event” means the occurrence of both
a Change of Control and a Below Investment Grade Rating Event.
“Commission” means the U.S. Securities and Exchange Commission.
“Depositary” has the meaning provided in Section 2.03(d).
“Second Supplemental Indenture” has the meaning provided in the
Preamble.
“Guarantee” has the meaning provided in the Recitals.
“Indenture” has the meaning provided in the Recitals.
“Initial Notes” means the aggregate principal amount of Notes
issued on the date hereof, as specified in the first paragraph of Section 2.01.
“Interest Payment Date” has the meaning provided in Section 2.04.
“Investment Grade” means a rating of Baa3 or better by Moody’s
(or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Issuers.
“Issuers” has the meaning provided in the Preamble.
“Luxembourg” means the Grand Duchy of Luxembourg.
“Moody’s” means Moody’s Investors Services Inc. and its
successors.
“Notes” has the meaning provided in the Recitals. For the
avoidance of doubt, “Notes” shall include any Additional Notes.
“Par Call Date” means May 4, 2029 (the date that is one month
prior to the maturity date of the Notes).
“Parent” has the meaning provided in the Preamble.
“Rating Agency” means (1) each of Moody’s and S&P; and (2) if
either of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Issuers’ control, a “nationally recognized statistical rating organization” within the meaning of Section
3(a)(62) of the Exchange Act, selected by the Issuers as a replacement agency for Moody’s or S&P, or both of them, as the case may be.
“Regular Record Date” has the meaning provided in Section 2.04.
“Responsible Officer” is an officer directly responsible for
administration of the trust or another officer to whom a matter may be referred because of their expertise.
“S&P” means S&P Global Ratings, a division of S&P
Global Inc., and its successors.
“Tax Redemption Date” has the meaning provided in the Section
3.02.
“Treasury Rate” means, with respect to any redemption date, the
yield determined by the Issuers in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Issuers after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the
most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuers shall select, as applicable: (1)
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining
Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the
relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is
no longer published, the Issuers shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the
United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuers shall select the United States Treasury security with a
maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuers shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New
York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
“Trustee” has the meaning provided in the Preamble.
“Voting Stock” means, with respect to any Person as of any date,
capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.
Section 1.04 Luxembourg Terms.
In this Second Supplemental Indenture, where it relates to the
Luxembourg Co-Issuer, a reference to:
(a) a liquidator, trustee in bankruptcy, judicial
custodian, compulsory manager, receiver, administrative receiver, administrator or similar officer includes any:
(i) insolvency receiver (curateur) or juge-commissaire
appointed under the Luxembourg act dated 15 September 1807 relating to the commercial code, as amended (the “Luxembourg Commercial Code”);
(ii) liquidateur appointed under Articles 1100-1 to
1100-15 (inclusive) of the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies’ Act”);
(iii) liquidateur or juge-commissaire appointed
under Article 1200-1 of the Luxembourg Companies’ Act; and
(iv) conciliateur d’entreprise, mandataire de justice,
juge délégué or administrateur provisoire appointed under the Luxembourg act dated 7 August 2023 on business continuity and the modernisation of bankruptcy (the “Luxembourg Business Continuity Act”);
(b) a winding-up, administration or dissolution includes, without
limitation, bankruptcy (faillite), liquidation and administrative dissolution without liquidation (dissolution administrative sans liquidation);
(c) a reorganisation includes, without limitation, judicial
reorganisation (réorganisation judiciaire);
(d) a person being unable to pay its debts includes that person
being in a state of cessation of payments (cessation de paiements); and
(e) commencing negotiations with one or more of its creditors
with a view to rescheduling any of its indebtedness includes any such negotiations conducted in order to reach an amicable agreement (accord amiable) with creditors pursuant to the Luxembourg Business Continuity Act.
ARTICLE Two
General Terms and Conditions of the Notes
Section 2.01 Designation and Principal Amount.
(a) The Notes are hereby authorized and designated the 6.000%
Senior Notes due 2029. The Notes may be authenticated and delivered under the Indenture in an unlimited aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount
of US$400,000,000, which amount shall be set forth in the written order of the Issuers for the authentication and delivery of the Notes pursuant to Section 301 of the Base Indenture. The Notes will be senior unsecured obligations of the Issuers and
will rank on the same basis with all of the Issuers’ other senior unsecured indebtedness from time to time outstanding.
(b) In addition, without the consent of the Holders of the
Notes, the Issuers may issue, from time to time in accordance with the provisions of the Indenture, Additional Notes having the same ranking and the same interest rate, maturity and other terms as the Notes (except for the issue date, issue price,
and, in some cases, the initial Interest Payment Date). Any Additional Notes having such similar terms, together with the Notes issued on the date hereof, shall constitute a single series of Notes under the Indenture; provided, that
Additional Notes may only bear the same CUSIP number as the Notes issued on the date hereof if they would be fungible with such Notes for United States federal tax purposes. No Additional Notes may be issued if an Event of Default has occurred with
respect to the Notes.
Section 2.02 Maturity.
Unless an earlier redemption has occurred, the principal amount of the
Notes shall mature and be due and payable, together with any accrued interest thereon, on June 4, 2029. If the maturity date of the Notes falls on a day that is not a Business Day, payment of principal, premium, if any, and interest for such Notes
then due will be paid on the next Business Day. No interest on that payment will accrue from and after the maturity date.
Section 2.03 Form and Payment.
(a) The Notes shall be issued as global notes in fully
registered book-entry form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(b) The Notes and the Trustee’s Certificates of Authentication
to be endorsed thereon are to be substantially in the form of Exhibit A, which form is hereby incorporated in and made a part of this Second Supplemental Indenture.
(c) The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Second Supplemental Indenture, and the Issuers, Parent and the Trustee, by their execution and delivery of this Second Supplemental Indenture, expressly agree to such terms and provisions and
to be bound thereby.
(d) Principal, premium, if any, and/or interest, if any, on the
global notes representing the Notes shall be made to The Depository Trust Company (together with any successor thereto, the “Depositary”).
(e) The global notes representing the Notes shall be deposited
with, or on behalf of, the Depositary and shall be registered in the name of the Depositary or a nominee of the Depositary. No global note may be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of
the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.
Section 2.04 Interest.
Interest on the Notes shall accrue at the rate of 6.000% per annum,
payable semi-annually in arrears on June 4 and December 4 of each year, beginning on December 4, 2024 (each, an “Interest Payment Date”). Interest on the Notes shall be payable to the Holders in whose names the Notes are registered at the
close of business on the preceding May 26 and November 25 (each, a “Regular Record Date”). Interest on the Notes will accrue from and including June 4, 2024, to, but excluding, the first Interest Payment Date and then from and including the
immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or maturity date, as the case may be. Interest on the Notes shall be computed on the basis of a 360-day
year comprised of twelve 30-day months. If any Interest Payment Date for the Notes is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment
was due, and no interest on such payment shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day.
Section 2.05 Other Terms and Conditions.
(a) The Notes are not subject to a sinking fund.
(b) The Defeasance and Covenant Defeasance provisions of Article
Thirteen of the Base Indenture will apply to the Notes.
(c) The Notes will be initially guaranteed by Parent pursuant to
and on the terms set forth in the Base Indenture.
(d) The Notes will be subject to the Events of Default provided
in Section 501 of the Base Indenture, as supplemented by Section 5.01.
(e) The Trustee will initially be the Security Registrar and
Paying Agent for the Notes.
(f) The Notes will be subject to the covenants provided in
Article Ten of the Base Indenture (including, but not limited to, Sections 1008, 1009 and 1011), as supplemented by Section 4.01.
(g) The Notes will be subject to Redemption for Tax Reasons
provided in Section 1108 of the Base Indenture.
ARTICLE Three
Redemption
Section 3.01 Optional Redemption of the Notes.
(a) At the Issuers’ option, the Notes may be redeemed, in whole
at any time or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) to each Holder of the Notes to
be redeemed.
(b) Prior to the Par Call Date, the Issuers may redeem the Notes
at their option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of:
(i) (a) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes being redeemed discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate, plus 25 basis points less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal amount of the Notes being redeemed,
plus, in either case, accrued and unpaid interest on the principal
amount of the Notes being redeemed to the redemption date.
The Issuers’ actions and determinations in determining the redemption
price shall be conclusive and binding for all purposes, absent manifest error.
(c) On or after the Par Call Date, the Issuers may redeem the
Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
(d) If money sufficient to pay the redemption price of and
accrued interest on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and the other conditions set forth in Article 11 of the Base Indenture are
satisfied, then on and after the Redemption Date, interest will cease to accrue on the Notes (or such portion thereof) called for redemption. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business
Day without any interest or other payment due to the delay.
(e) In the case of a partial redemption, selection of the Notes
in certificated form for redemption will be made by lot. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note in certificated form is to be redeemed in part only, the notice of redemption that relates to the Note
will state the portion of the principal amount of the Note to be redeemed. A new Note in certificated form in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for
cancellation of the original Note in certificated form. For so long as the Notes are held by DTC (or another depositary), the selection of the Notes for redemption shall be made pro rata, by lot, or by such other method as the Trustee deems
appropriate and fair in accordance with the policies and procedures of the depositary.
(f) In the case of any redemption, the Security Registrar will
not be required to register the transfer or exchange of any Note:
(i) during a period beginning 15 Business Days before the day of
mailing, electronic delivery or other transmission of the relevant notice of redemption and ending on the close of business on that day of mailing, electronic delivery or other transmission; or
(ii) if the Issuers have called the Note for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.
(g) Unless the Issuers default in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.
Section 3.02 Redemption for Tax Reasons.
(a) The Issuers may redeem the Notes in whole, but not in part,
at any time upon giving not less than 10 nor more than 30 days’ prior notice to the Holders of the Notes (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid
interest, if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if
any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of:
(1) any change in, or amendment to, the law or
treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or
(2) any amendment to, or change in an official
application, administration or written interpretation of such laws, treaties, regulations or rulings (including by reason of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) (each of
the foregoing in clauses (1) and (2), a “Change in Tax Law”), a Payor is, or on the next Interest Payment Date would be, required to pay Additional Amounts with respect to the Notes and such obligation cannot be avoided by taking reasonable
measures available to the Payor (including making payment through a paying agent located in another jurisdiction and, in the case of Parent, only if the payment giving rise to such requirement cannot be made by the Issuers without the obligation to
pay Additional Amounts). Such Change in Tax Law must be publicly announced and become effective on or after the date of issuance of the Notes (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the
date of issuance of the Notes, such later date). The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to the Base Indenture and this Second Supplemental Indenture, with
respect to a Change in Tax Law occurring after the time such successor Person becomes a party to the Base Indenture and this Second Supplemental Indenture.
Notwithstanding the foregoing, no such notice of redemption will be given earlier than 60 days prior to the
earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication or mailing of any notice of redemption of Notes pursuant to the foregoing, the Payor will deliver to the Trustee (a) an Officer’s
Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to so redeem have been satisfied and that the obligation to pay Additional Amounts cannot be
avoided by the Payor taking reasonable measures available to it and (b) a written opinion of an independent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee
(such approval not to be unreasonably withheld) to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall be entitled to rely conclusively on such
Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the Holders.
ARTICLE Four
Additional Covenants
Section 4.01 Purchase of Notes upon a Change of Control Repurchase Event.
(a) If a Change of Control Repurchase Event occurs, unless the
Issuers have exercised their right to redeem the Notes as set forth in Article Three of this Second Supplemental Indenture, the Issuers will make an offer to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple
of $1,000 in excess thereof) of such Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to the date of purchase (subject to
the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
Within 30 days following any Change of Control Repurchase Event or, at
the Issuers’ option, prior to any Change of Control, but after the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Issuers will mail a notice to each Holder, with a copy to the Trustee,
describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later
than 60 days from the date such notice is mailed. The notice may, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to
the payment date specified in the notice.
(b) On the Change of Control Repurchase Event payment date, the
Issuers shall, to the extent lawful:
(i) accept for payment all Notes or portions of Notes (in a
minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Issuers’ offer;
(ii) deposit with the Paying Agent an amount equal to the
aggregate purchase price in respect of all Notes or portions of Notes properly tendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the Notes
properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuers.
The Paying Agent will promptly mail or electronically deliver to each
Holder of Notes properly tendered and not withdrawn the purchase price for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of any such Notes surrendered; provided, that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
(c) The Issuers will not be required to make an offer to
repurchase the Notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuers and such third party purchases all
Notes properly tendered and not withdrawn under its offer.
(d) If Holders of not less than 90% in aggregate principal
amount of the outstanding Notes tender and do not withdraw such Notes in a repurchase offer and the Issuers, or any third party making a repurchase offer in lieu of the Issuers, purchase all of the Notes validly tendered and not withdrawn by such
Holders, the Issuers or such third party will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 30 days following such purchase pursuant to the repurchase offer described above, to redeem all Notes that
remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date.
(e) Notwithstanding the provisions set forth in Section 902 of
the Base Indenture, the provisions of this Second Supplemental Indenture relating to the Issuers’ obligation to make an offer to repurchase the Notes as a result of a Change of Control Repurchase Event may be waived or modified prior to the
occurrence of a Change of Control Repurchase Event with the written consent of the Holders of a majority in principal amount of the Notes then outstanding and affected by such waiver or modification.
(f) The Issuers will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent
that the provisions of any securities laws or regulations conflict with this Section 4.01, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this Section 4.01
by virtue of their compliance with such securities laws or regulations.
ARTICLE Five
Additional Events of Default
Section 5.01 Additional Events of Default.
Additional Events of Default. In addition to the Events of Default set
forth in Section 501 of the Base Indenture, an “Event of Default” with respect to the Notes occurs if:
(a) the Issuers fail to make the required offer to purchase
Notes following a Change of Control Repurchase Event, if that failure continues for 60 days after notice is provided as set forth in clause (4) of Section 501 of the Base Indenture; or
(b) the Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and effect (except as contemplated by the terms thereof), or Parent, or any person acting on its behalf, shall deny or disaffirm in writing the Guarantee.
ARTICLE Six
[Reserved]
ARTICLE Seven
Miscellaneous
Section 7.01 Application of Second Supplemental Indenture.
Except as expressly amended and modified by this Second Supplemental
Indenture, the Base Indenture shall continue in full force and effect in accordance with its terms, provisions, and conditions thereof, including, without limitation, any and all rights, privileges, protections, limitations of liability, immunities,
and indemnities of the Trustee thereunder. Reference to this Second Supplemental Indenture need not be made in the Base Indenture or any other instrument or document executed in connection therewith, or in any certificate, letter or communication
issued or made pursuant to, or with respect to, the Base Indenture, any reference in any of such items to the Base Indenture being sufficient to refer to the Base Indenture as amended hereby.
Section 7.02 Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with the duties
imposed by Sections 310 through 317 of the Trust Indenture Act, the imposed duties shall control.
Section 7.03 Conflict with Base Indenture.
To the extent not expressly amended or modified by this Second
Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this Second Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this Second
Supplemental Indenture shall control.
Section 7.04 Governing Law.
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED
UNDER, THE LAWS OF THE STATE OF NEW YORK. FOR THE AVOIDANCE OF DOUBT, THE PROVISIONS OF ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG ACT DATED AUGUST 10, 1915 ON COMMERCIAL COMPANIES, AS AMENDED (THE “LUXEMBOURG COMPANIES ACT 1915”) ARE NOT APPLICABLE
TO THE NOTES. NO HOLDER OF ANY NOTES MAY INITIATE PROCEEDINGS AGAINST THE LUXEMBOURG CO-ISSUER BASED ON ARTICLE 470-21 OF THE LUXEMBOURG COMPANIES ACT 1915. EACH OF THE ISSUERS, THE GUARANTOR, AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 7.05 Successors.
All agreements of the Issuers and Parent in the Base Indenture, this
Second Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in the Base Indenture and this Second Supplemental Indenture shall bind its successors.
Section 7.06 Counterparts.
This Second Supplemental Indenture (and to any document executed in
connection with this Second Supplemental Indenture) shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the
federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (the
“UCC”) (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same
validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or
other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other
Signature Law due to the character or intended character of the writings.
Section 7.07 Trustee Disclaimer.
The Trustee makes no representation as to the validity or sufficiency of
this Second Supplemental Indenture and the Notes other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein and in the Notes are deemed to be those of the Issuers and Parent and not the Trustee and
the Trustee assumes no responsibility for the same. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Issuers of Notes of the proceeds thereof.
IN WITNESS WHEREOF, the parties to this Second Supplemental Indenture
have caused it to be duly executed as of the day and year first above written.
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GENPACT LUXEMBOURG S.À R.L., |
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As an Issuer |
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By: |
/s/ Balazs Sagh
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Name: |
Balazs Sagh |
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Title: |
Class A Manager
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GENPACT USA, INC., |
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As an Issuer |
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By: |
/s/ Thomas D. Scholtes
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Name: |
Thomas D. Scholtes |
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Title: |
President and Secretary
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GENPACT LIMITED, |
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As Guarantor |
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By: |
/s/ Heather White
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Name: |
Heather White |
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Title: |
Senior Vice President, Chief Legal Officer and Corporate Secretary
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COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, |
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As Trustee |
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By: |
/s/ Corey J. Dahlstrand
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Name: |
Corey J. Dahlstrand |
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Title: |
Vice President
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[Signature Page to Second Supplemental Indenture]
Exhibit A
Form of Note representing the 6.000% Senior Notes due 2029
No. [ ]
GENPACT LUXEMBOURG S.À R.L.
Société à responsabilité limitée
12F, rue Guillaume Kroll
L-1882 Luxembourg
R.C.S. Luxembourg: B131.149
GENPACT USA, INC.
c/o Genpact LLC
521 Fifth Avenue, 14th Floor
New York, NY 10175
6.000% Senior Notes due 2029
$[ ]
CUSIP / ISIN No. [ ] / [ ]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE
REVERSE HEREOF.
BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE
DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S.
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OF A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS
UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN,
ACCOUNT OR ARRANGEMENT, OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY OR ANY INTEREST HEREIN WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY
APPLICABLE SIMILAR LAWS.
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 registered with the Luxembourg trade and company register under number B131.149, and Genpact USA, Inc., a Delaware corporation (each an “Issuer” and
collectively, the “Issuers,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of Dollars ($ ) or such other amount
indicated on the Schedule of Exchange of Global Notes attached hereto on June 4, 2029 (if such date is not a Business Day, payment of principal, premium, if any, and interest for the Securities will be paid on the next Business Day); provided,
however, that no interest on that payment will accrue from and after June 4, 2029, and to pay interest thereon from June 4, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually
on June 4 and December 4 in each year, commencing December 4, 2024, at the rate of 6.000% per annum, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 26
or November 25 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest on the Security shall be computed on the basis of a 360-day year of twelve 30-day months. If any
Interest Payment Date for the Securities is not a Business Day, then payment of interest shall be made on the next succeeding Business Day with the same force and effect as if made on the date such payment was due, and no interest on such payment
shall accrue for the period from and after such Interest Payment Date to the date of such payment on the next succeeding Business Day.
So long as all of the Securities of this series are represented by Global Securities, the
principal of, premium, if any, and interest, if any, on this Global Security shall be paid in same day funds to the Depositary, or to such name or entity as is requested by an authorized representative of the Depositary. If at any time the Securities
of this series are no longer represented by the Global Securities and are issued in definitive form (“Certificated Securities”), then the principal of, premium, if any, and interest, if any, on each Certificated Security at Maturity shall be
paid to the Holder upon surrender of such Certificated Security at the office or agency maintained by the Issuers in the Borough of Manhattan, The City of New York (which shall initially be the principal corporate trust office of Computershare Trust
Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee) or at such other place or places as may be designated in or pursuant to the Indenture, provided that such Certificated Security is surrendered to the
Trustee, acting as Paying Agent, in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures. Payments of interest with respect to Certificated Securities other than at Maturity may, at the option of the
Issuers, be made by check mailed to the address of the Person entitled thereto as it appears on the Security Register on the relevant Regular or Special Record Date or by wire transfer in same day funds to such account as may have been appropriately
designated to the Paying Agent by such Person in writing not later than such relevant Regular or Special Record Date.
Reference is hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Page Follows]
IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly
executed.
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GENPACT LUXEMBOURG S.À R.L., |
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As an Issuer |
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By: |
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Name: |
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Title: |
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GENPACT USA, INC., |
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As an Issuer |
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By: |
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Title: |
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Trustee’s Certificate of Authentication.
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Dated:
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Reverse of Security
GENPACT LUXEMBOURG S.À R.L.
GENPACT USA, INC.
This Security is one of a duly authorized issue of securities of the
Issuers (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of March 26, 2021 (the “Base Indenture”), among the Issuers, Genpact Limited, a Bermuda exempted company (“Parent”), and
Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, as Trustee (the “Trustee,” which term includes any successor trustee under the Indenture), as supplemented by the Second Supplemental
Indenture, dated as of June 4, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuers, Parent and the Trustee, and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuers, Parent, the Trustee and the Holders of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially in aggregate principal amount of $400,000,000.
At the Issuers’ option, the Securities may be redeemed, in whole at any
time or in part from time to time, on at least 10 days’ but no more than 60 days’ prior written notice mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) to each Holder of the Securities to be
redeemed.
Prior to May 4, 2029 (one month prior to their maturity date) (the “Par
Call Date”), the Issuers may redeem the Securities at their option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to
the greater of:
(i) (a) the sum of the present values of the remaining
scheduled payments of principal and interest on the Securities being redeemed discounted to the redemption date (assuming the Securities matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate (as defined below), plus 25 basis points less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal amount of the Securities being
redeemed,
plus, in either case, accrued and unpaid interest on the principal amount of the Securities
being redeemed to the redemption date.
The Issuers’ actions and determinations in determining the redemption price shall be
conclusive and binding for all purposes, absent manifest error.
On or after the Par Call Date, the Issuers may redeem the Securities, in
whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest thereon to the redemption date.
If money sufficient to pay the redemption price of and accrued interest
on the Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions are satisfied, then on and after the Redemption Date, interest
will cease to accrue on the Securities (or such portion thereof) called for redemption and such Securities will cease to be outstanding. If any Redemption Date is not a Business Day, the Issuers will pay the redemption price on the next Business Day
without any interest or other payment due to the delay.
In the case of a partial redemption, selection of the Securities in
certificated form for redemption will be made by lot. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security in certificated form is to be redeemed in part only, the notice of redemption that relates to the
Security will state the portion of the principal amount of the Security to be redeemed. A new Security in certificated form in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security
upon surrender for cancellation of the original Security in certificated form. For so long as the (or another depositary), the selection of the Securities for redemption shall be made pro rata, by lot, or by such other method as the Trustee deems
appropriate and fair in accordance with the policies and procedures of the depositary.
In the case of any redemption, the Security Registrar will not be
required to register the transfer or exchange of any Security:
(i) during a period beginning 15 Business Days before the
day of mailing, electronic delivery or other transmission of the relevant notice of redemption and ending on the close of business on that day of mailing, electronic delivery or other transmission; or
(ii) if the Issuers have called the Security for redemption
in whole or in part, except the unredeemed portion of any Security being redeemed in part.
The Issuers may redeem the Securities in whole, but not in part, at any
time upon giving not less than 10 nor more than 30 days’ prior notice to the Holders of the Securities (which notice will be irrevocable) at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date fixed for redemption (a “Tax Redemption Date”) (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date) and all Additional Amounts, if any, then
due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuers determine in good faith that, as a result of:
(1) any change in, or amendment to, the law or
treaties (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction affecting taxation; or
(2) any amendment to, or change in an official
application, administration or written interpretation of such laws, treaties, regulations or rulings (including by reason of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice) (each of
the foregoing in clauses (1) and (2), a “Change in Tax Law”), a Payor is, or on the next Interest Payment Date would be, required to pay Additional Amounts with respect to the Securities and such obligation cannot be avoided by taking
reasonable measures available to the Payor (including making payment through a paying agent located in another jurisdiction and, in the case of Parent, only if the payment giving rise to such requirement cannot be made by the Issuers without the
obligation to pay Additional Amounts). Such Change in Tax Law must be publicly announced and become effective on or after the date of issuance of the Securities (or if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction
on a date after the date of issuance of the Securities, such later date). The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to the Indenture, with respect to a Change in
Tax Law occurring after the time such successor Person becomes a party to the Indenture.
Notwithstanding the foregoing, no such notice of redemption will be
given earlier than 60 days prior to the earliest date on which the Payor would be obligated to make such payment of Additional Amounts. Prior to the publication or mailing of any notice of redemption of Securities pursuant to the foregoing, the Payor
will deliver to the Trustee (a) an Officer’s Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to so redeem have been satisfied and that the
obligation to pay Additional Amounts cannot be avoided by the Payor taking reasonable measures available to it and (b) a written opinion of an independent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction
and reasonably satisfactory to the Trustee (such approval not to be unreasonably withheld) to the effect that the Payor has been or will become obligated to pay Additional Amounts as a result of a Change in Tax Law. The Trustee will accept and shall
be entitled to rely conclusively on such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the
Holders.
Unless the Issuers default in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the Securities or portions thereof called for redemption.
“Treasury Rate” means, with respect to any redemption date, the
yield determined by the Issuers in accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Issuers after 4:15 p.m.,
New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the
most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuers shall select, as applicable: (1)
the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining
Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate
to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the
relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding the redemption date H.15 TCM is
no longer published, the Issuers shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the
United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuers shall select the United States Treasury security with a
maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuers shall
select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New
York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
The Indenture contains provisions, which will apply to the Securities,
for defeasance and covenant defeasance and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Issuers and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Issuers and the Trustee with the consent of the
Holders of more than 50% in aggregate principal amount of the Securities at the time Outstanding of each series to be affected, voting as a single class. The Indenture also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Issuers with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration or transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or Trustee or for any other remedy thereunder, unless such Holder shall have previously given a
Responsible Officer of the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuers, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein
prescribed.
The Securities of this series are issuable only in registered form
without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess thereof.
This Security shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of said State, without regard to conflict of laws principles thereof.
All terms used in this Security that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Purchase of Securities upon a Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs, unless the Issuers have
exercised their right to redeem the Securities, the Issuers will make an offer to each Holder of Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Securities at a
repurchase price in cash equal to 101% of the aggregate principal amount of Securities repurchased plus any accrued and unpaid interest on the Securities repurchased to the date of purchase (subject to the right of Holders of record on the relevant
Record Date to receive interest due on the relevant Interest Payment Date).
Within 30 days following any Change of Control Repurchase Event or, at
the Issuers’ option, prior to any Change of Control, but after the public announcement of the transaction or event that constitutes or may constitute the Change of Control, the Issuers will mail a notice to each Holder, with a copy to the Trustee,
describing the transaction or event that constitutes or may constitute the Change of Control Repurchase Event and offering to repurchase the Securities on the payment date specified in the notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed. The notice may, if mailed prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or
prior to the payment date specified in the notice.
On the Change of Control Repurchase Event payment date, the Issuers
shall, to the extent lawful:
(i) accept for payment all Securities or portions of
Securities (in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof) properly tendered and not withdrawn pursuant to the Issuers’ offer;
(ii) deposit with the Paying Agent an amount equal to the
aggregate purchase price in respect of all Securities or portions of Securities properly tendered and not withdrawn; and
(iii) deliver or cause to be delivered to the Trustee the
Securities properly accepted, together with an Officer’s Certificate stating the aggregate principal amount of Securities or portions of Securities being purchased by the Issuers.
The Paying Agent will promptly mail or electronically deliver to each
Holder of Securities properly tendered and not withdrawn the purchase price for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each Holder a new Security equal in principal amount to
any unpurchased portion of any such Securities surrendered; provided, that each new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.
The Issuers will not be required to make an offer to repurchase the
Securities upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuers and such third party purchases all Securities
properly tendered and not withdrawn under its offer.
If Holders of not less than 90% in aggregate principal amount of the
outstanding Securities tender and do not withdraw such Securities in a repurchase offer and the Issuers, or any third party making a repurchase offer in lieu of the Issuers, purchase all of the Securities validly tendered and not withdrawn by such
Holders, the Issuers or such third party will have the right, upon not less than 10 nor more than 30 days’ prior notice, given not more than 30 days following such purchase pursuant to the repurchase offer described above, to redeem all Securities
that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date.
Notwithstanding the provisions set forth in the Base Indenture, the
provisions of this Security relating to the Issuers’ obligation to make an offer to repurchase the Securities as a result of a Change of Control Repurchase Event may be waived or modified prior to the occurrence of a Change of Control Repurchase
Event with the written consent of the Holders of a majority in principal amount of the Securities then outstanding and affected by such waiver or modification.
The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Repurchase Event. To the extent that
the provisions of any securities laws or regulations conflict with this provision, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under this provision by virtue of
its compliance with such securities laws or regulations.
“Change of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Parent and its Subsidiaries, taken as a whole, to any “person” or “group” (as
those terms are used for purposes of Section 13(d)(3) of the Exchange Act), other than either of the Issuers or one of Parent’s other wholly owned Subsidiaries; (2) the consummation of any transaction or series of related transactions (including,
without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used for purposes of Section 13(d)(3) of the Exchange Act), becomes the beneficial owner, directly or indirectly, of more than
50% of the then outstanding shares of Parent’s Voting Stock, measured by voting power rather than number of shares; (3) Parent ceases to own, directly or indirectly, 100% of the issued and outstanding Voting Stock of either Issuer; or (4) the
adoption by the holders of Parent’s Voting Stock of a plan providing for Parent’s liquidation or dissolution.
For purposes of the foregoing discussion of the purchase of Securities
upon a Change of Control Repurchase Event, the following definitions are applicable:
“Below Investment Grade Rating Event” means the rating on the
Securities is lowered by each of the Rating Agencies, and the Securities are rated below Investment Grade by each of the Rating Agencies, within 60 days from the earlier of (1) the date of the public notice of an arrangement that could result in a
Change of Control and (2) the occurrence of a Change of Control (which period shall be extended so long as the rating of the Securities is under publicly announced consideration for possible downgrade by any of the Rating Agencies).
“Change of Control Repurchase Event” means the occurrence of both
a Change of Control and a Below Investment Grade Rating Event.
“Investment Grade” means a rating of Baa3 or better by Moody’s
(or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional
Rating Agency or Rating Agencies selected by the Issuers.
“Moody’s” means Moody’s Investors Services Inc. and its
successors.
“Rating Agency” means (1) each of Moody’s and S&P; and (2) if
either of Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Issuers’ control, a “nationally recognized statistical rating organization” within the meaning of
Section 3(a)(62) of the Exchange Act, selected by the Issuers as a replacement agency for Moody’s or S&P, or both of them, as the case may be.
“S&P” means S&P Global Ratings, a division of S&P
Global Inc., and its successors.
“Voting Stock” means, with respect to any Person as of any date,
capital stock of any class or kind the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been
suspended by the happening of such a contingency.
Parent Guarantee
All payments by the Issuers under the Indenture and the Securities are
fully and unconditionally guaranteed by Parent.
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or typewrite name and address including postal zip code of assignee)
the within Global Security of GENPACT LUXEMBOURG S.À R.L. and GENPACT USA, INC. and all
rights hereunder, hereby irrevocably constituting and appointing to transfer said Global Security on the books of the within-named Issuers, with full power of substitution in the premises.
Dated: __________________ |
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER SIGNATURE GUARANTEED |
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or part of this Note purchased by the
Issuers pursuant to Change of Control Repurchase Event, state the amount you elect to have purchased:
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$_______________ |
(integral multiples of $1,000, provided that the unpurchased portion must be in a minimum principal
amount of $2,000) |
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Date: ________________________ |
Your Signature: |
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(Sign exactly as your name appears on the face of this Note) |
Signature Guarantee*: __________________________________
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* |
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). |
SCHEDULE OF EXCHANGE OF GLOBAL NOTES*
The initial outstanding principal amount of this Global Note is $__________. The following
exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:
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Date of Exchange |
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Amount of
decrease in
Principal
Amount of
this Global
Note |
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Amount of
increase in
Principal
Amount of
this Global
Note |
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Principal
Amount of
this Global
Note
following
such
decrease or
increase |
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Signature
of
authorized
signatory
of Trustee,
Depositary
or
Custodian |
* This schedule should be included only if the Note is issued in global form.
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1398659/000114036124028827/ny20029408x7_ex5-1img01.jpg)
June 4, 2024
Genpact Luxembourg S.à r.l.
Genpact USA, Inc.
$400,000,000 6.000% Senior Notes due 2029
Ladies and Gentlemen:
We have acted as counsel for Genpact USA, Inc., a Delaware corporation (“Genpact
USA”), and as special New York counsel to 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 (“Genpact SARL” and, together with Genpact USA, the “Co-Issuers”), and Genpact Limited, an exempted limited liability company organized under the laws of Bermuda (“Genpact Limited”),
in connection with the public offering and sale by the Co-Issuers of $400,000,000 aggregate principal amount of 6.000% Senior Notes due 2029 (the “Notes”), and
the related guarantee of the Notes by Genpact Limited (the “Guarantee”), to be issued under the indenture dated as of March 26, 2021 (the “Base Indenture”), as supplemented by the second supplemental indenture dated as of June 4, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Co-Issuers, Genpact Limited, and
Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), in accordance with the
underwriting agreement dated May 30, 2024 (the “Underwriting Agreement”), among the Co-Issuers, Genpact Limited, and Citigroup Global Markets Inc., Goldman Sachs
& Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several Underwriters listed on Schedule I thereto (the “Underwriters”). Capitalized
terms used but not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Indenture (including the Guarantee therein) and the form of the Notes included therein.
In rendering this opinion, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the
legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed,
with your consent, that the Indenture (including the Guarantee therein) has been duly authorized, executed and delivered by Genpact Limited, Genpact SARL and the Trustee and that the form of the Notes will conform to that included in the Indenture.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion as follows:
1. When the Notes have been duly authorized by Genpact SARL and executed, authenticated (including the due authentication of the Notes by the Trustee) and
delivered in accordance with the provisions of the Indenture and the Underwriting Agreement, and upon payment of the consideration therefor as provided for therein, the Notes will constitute legal, valid and binding obligations of Genpact SARL
enforceable against Genpact SARL in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally from time to
time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
2. When the Notes have been duly authorized by Genpact USA and executed, authenticated (including the due authentication of the Notes by the Trustee) and
delivered in accordance with the provisions of the Indenture and the Underwriting Agreement, and upon payment of the consideration therefor as provided for therein, the Notes will constitute legal, valid and binding obligations of Genpact USA
enforceable against Genpact USA in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally from time to
time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
3. When the Guarantee has been duly authorized by Genpact Limited and when the Notes have been executed, authenticated (including the due authentication of
the Notes by the Trustee) and delivered in accordance with the provisions of the Indenture and the Underwriting Agreement, and upon payment of the consideration therefor as provided for therein, the Guarantee will constitute the legal, valid and
binding obligation of Genpact Limited enforceable against Genpact Limited in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws relating to or affecting
creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in
equity or at law).
We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York,
the General Corporation Law of the State of Delaware and the Federal laws of the United States of America. In particular, we do not purport to pass on any matter governed by the laws of Luxembourg or Bermuda. Insofar as the opinions expressed herein
relate to or depend upon matters governed by the laws of other jurisdictions as they relate to Genpact SARL or Genpact Limited, we have relied upon and assumed the correctness of, without independent investigation, the opinions of Allen Overy Shearman
Sterling SCS, société en commandite simple (inscrite au barreau de Luxembourg), Luxembourg counsel to Genpact SARL and Appleby (Bermuda) Limited,
Bermuda counsel to Genpact Limited, each of which is being delivered to you and filed with the Commission as an exhibit to the Current Report on Form 8-K dated the date hereof and incorporated by reference into the Registration Statement.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof and incorporated by
reference into the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement. In giving such consent, we do not thereby admit
that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
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Very truly yours,
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/s/ Cravath, Swaine and Moore LLP
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Genpact Luxembourg S.à r.l.
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12F, Rue Guillaume Kroll
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L-1882 Luxembourg |
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Genpact USA, Inc.
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1155 Avenue of the Americas, 4th Floor
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New York, NY 10036 |
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Genpact Limited |
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Canons Court
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22 Victoria Street |
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Hamilton, HM 12, Bermuda |
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Exhibit 5.2
Genpact Luxembourg S. à r.l.
12F, Rue Guillaume Kroll
L-1882 Luxembourg
Genpact Limited
521 Fifth Avenue, 14th Floor
New York, NY 10175
AND
Computershare Trust Company, National Association
Attention: CCT Administrator for Genpact
1505 Energy Park Drive
St. Paul, Minnesota 55108
(the Trustee and, together with Genpact Luxembourg S. à r.l. and Genpact
Limited, the Addressees)
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Allen Overy Shearman Sterling SCS
société en commandite simple, inscrite au
barreau de Luxembourg
5 avenue J.F. Kennedy L-1855 Luxembourg
Boîte postale 5017 L-1050 Luxembourg
Tel +352 4444 55 1
Fax +352 4444 55 557
frank.mausen@aoshearman.com
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Our ref 0101516-0000001 EUO3: 2015232039.5 |
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Luxembourg, 4 June 2024 |
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Genpact Luxembourg S. à r.l.- Issue of up to $400,000,000
6.000% Senior Notes due 2029
Dear Sir or Madam,
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1. |
We have acted as legal advisers in the Grand Duchy of Luxembourg (Luxembourg) to Genpact Luxembourg S. à r.l., a private limited
liability company (société à responsabilité limitée) incorporated and existing under Luxembourg law, having its registered office at 12F, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies
register (Registre de commerce et des sociétés, Luxembourg) (the Register) under number B131149 (the Company) in connection with the Agreements (as defined below). |
We have examined:
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2.1 |
an e-mailed scanned copy of the restated articles of association (statuts coordonnés) of the Company dated 22 December 2023 (the Articles); |
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2.2 |
an electronic copy of a negative certificate (certificat négatif) issued by the Register in respect of the Company dated 4 June 2024
stating that on the day immediately prior to the date of issuance of the negative certificate, there were no records at the Register of any court order or decision regarding, amongst others, a (i) bankruptcy adjudication against the Company,
(ii) reprieve from payment (sursis de paiement), (iii) judicial reorganisation (réorganisation judiciaire) or (iv) administrative dissolution without liquidation (dissolution
administrative sans liquidation) (the Certificate); |
Allen Overy Shearman Sterling SCS, a société en commandite simple, is
an affiliated office of Allen Overy Shearman Sterling LLP. Allen Overy Shearman Sterling LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Austin, Bangkok, Beijing, Belfast, Boston, Bratislava, Brussels,
Budapest, Casablanca, Dallas, Dubai, Dublin, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Houston, Istanbul, Jakarta (associated office), Johannesburg, London, Los Angeles, Luxembourg, Madrid, Menlo Park, Milan, Munich, New
York, Paris, Perth, Prague, Riyadh, Rome, San Francisco, São Paulo, Seoul, Shanghai, Silicon Valley, Singapore, Sydney, Tokyo, Toronto, Warsaw, Washington, D.C.
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2.3 |
an e-mailed scanned signed copy of the circular resolutions taken by the managers of the Company on 27 May 2024 (the
First 2024 Resolutions); |
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2.4 |
an e-mailed scanned signed copy of the circular resolutions taken by the managers of the Company on 31 May 2024 (the Second 2024 Resolutions and, together with the First 2024 Resolutions, the Circular Resolutions); |
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2.5 |
an e-mailed scanned signed copy of a New York law governed indenture dated as of 26 March 2021 and made between, the Company and Genpact USA,
Inc. as co-issuers, Genpact Limited, as guarantor (the Parent Guarantor) and the Trustee (the Base Indenture); |
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2.6 |
an e-mailed scanned signed copy of a New York law governed second supplemental indenture relating to the Notes dated as of 4 June 2024 and
made between, among others, the Company, Genpact USA, Inc., the Parent Guarantor and the Trustee (the Second Supplemental Indenture); |
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2.7 |
an e-mailed scanned signed copy of a New York law governed underwriting agreement dated 30 May 2024 and made between, the Company, Genpact
USA, Inc., Genpact Limited and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as the representatives of the underwriters (the Underwriting Agreement); |
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2.8 |
an e-mailed scanned signed copy of a final prospectus supplement (the Prospectus Supplement) with respect to the registration of an
offer of up to USD$400,000,000 aggregate principal amount of 6.000% Senior Notes due 2029 (the Notes), fully and unconditionally guaranteed on a senior unsecured basis by Genpact Limited; and |
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2.9 |
an e-mailed scanned signed copy of a co-issuer agreement relating to the Notes and made between, among others, the Company and Genpact USA,
Inc. as co-issuers (the Co-Issuer Agreement). |
The documents listed in paragraphs 2.5 to 2.8 (inclusive) above are
herein collectively referred to as the Agreements. The term “Agreements” includes, for the purposes of paragraphs 3. and 5. below, any document in connection therewith.
Unless otherwise provided herein, terms and expressions shall have the
meaning ascribed to them in the Agreements. Capitalised terms defined in the Agreements, and otherwise defined herein, have the same meaning when used in this legal opinion.
Except as stated above, we have not, for the purposes of this legal
opinion, examined any contracts, agreements, deeds, instruments or other documents relating to the issue by the Company of the Notes or the Agreements or the Prospectus Supplement or entered into by or affecting any party (including the Company) to
any such contracts, agreements, deeds, instruments or documents, or any corporate records of any such party, and have not made any other enquiries concerning any such party. In particular, but without limitation, we have not investigated whether any
such party will, by reason of the transactions contemplated by the Agreements, the Supplement Prospectus or the Notes, be in breach of any of its obligations under any such contracts, agreements, deeds, instruments or documents.
In giving this legal opinion, we have assumed with your consent, and
we have not verified independently:
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3.1 |
the genuineness of all signatures (whether handwritten or electronic), stamps and seals, the completeness and conformity to the originals of
all the documents submitted to us as certified, photostatic, faxed, scanned or e-mailed copies or specimens and the authenticity of the originals of such documents and that the individuals purported to have signed, have in fact signed (and had
the general legal capacity to sign) these documents; |
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3.2 |
the due authorisation, execution and delivery of the Agreements by all the parties thereto (other than the Company) as well as the power,
authority and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform their respective obligations thereunder, and the compliance with all internal authorisation procedures by each party
(other than the Company) for the execution by it of the Agreements to which it is expressed to be a party; |
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3.3 |
that all factual matters and statements relied upon or assumed herein were, are and will be (as the case may be) true, complete and accurate
on the date of the execution of the Agreements, the Prospectus Supplement and the issue of the Notes; |
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3.4 |
that all authorisations, approvals and consents under any applicable law (other than Luxembourg law to the extent opined upon herein) which
may be required in connection with the entry into, execution, delivery and performance of the Agreements and the issue of the Notes have been or will be obtained; |
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3.5 |
that the Notes have not been and will not be subject to an offer of securities to the public in Luxembourg and that no steps, measures or
actions have been or will be taken that would constitute, or would be deemed to constitute, an offer of securities to the public in Luxembourg within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 on the prospectus to be published
when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, as amended (the 2017 Regulation) or the Luxembourg act dated 16 July 2019 on prospectuses for securities (the Prospectus
Act 2019), unless the applicable requirements of the 2017 Regulation or the Prospectus Act 2019 have first been complied with and that the Notes have not and will not be offered, sold or otherwise made available to any retail investor (as
defined in regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (the PRIIPs Regulation)) in the European
Economic Area unless the applicable requirements of the PRIIPs Regulation have first been complied with; |
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3.6 |
that the Agreements and the Notes have been in fact signed on behalf of the Company either in accordance with the Articles or in conformity
with the relevant Circular Resolutions (as applicable); |
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3.7 |
that the place of the central administration (siège de l'administration centrale), the principal place of business (principal
établissement) and the centre of main interests (within the meaning given to such term in Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), as amended (the European
Insolvency Regulation)) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg and that the Company has no establishment (as such term is defined in the European Insolvency Regulation) outside
Luxembourg; |
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3.8 |
that the Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended; |
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3.9 |
that the Agreements and the Notes are legally valid, binding and enforceable; |
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3.10 |
that the Agreements are entered into and performed by the parties thereto in good faith and without any intention of fraud or intention to
deprive of any legal benefit any persons (including for the avoidance of doubt third parties) or to circumvent any applicable mandatory laws or regulations of any jurisdiction (including without limitation any tax laws); |
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3.11 |
that there are no provisions of the laws of any jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative
impact on, the opinions expressed in this legal opinion; |
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3.12 |
that all the parties to the Agreements (other than the Company) were or are, at the time of the execution of the Agreements, companies duly
organised, incorporated and existing in accordance with the laws of the jurisdiction of their respective incorporation and/or their registered office and/or the place of effective management; that in respect of all the parties to the
Agreements, no steps have been taken, at the time of execution of the Agreements, pursuant to any insolvency, bankruptcy, liquidation, reorganisation or equivalent or analogous proceedings regarding the respective parties or their assets and
that no voluntary, judicial or administrative winding-up or liquidation of such parties has been resolved or become effective at the date hereof. In respect of the Company, we refer to the Certificate; |
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3.13 |
that the entry into and performance of the Agreements and the issue of the Notes are for the corporate benefit (intérêt social) of the
Company; |
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3.14 |
that all managers signed the relevant Circular Resolutions, that the relevant Circular Resolutions have not been amended, rescinded, revoked
or declared void and that each member of the board of managers of the Company has carefully considered the entry into and performance of the Agreements before signing the relevant Circular Resolutions; |
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3.15 |
that the Articles have not been modified since the date referred to in paragraph 2.1 above; |
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3.16 |
that the Base Indenture and the First Supplemental Indenture have not been amended, rescinded, revoked or declared void since the dates
referred to in paragraphs 2.5 and 2.6 (as applicable) above; |
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3.17 |
that the Company does not carry out an activity in the financial sector on a professional basis (as referred to in the Luxembourg act dated 5
April 1993 relating to the financial sector, as amended); |
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3.18 |
that the Company does not carry out an activity requiring the granting of a business licence under the Luxembourg act dated 2 September 2011
relating to the establishment of certain businesses and business licences, as amended; |
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3.19 |
that the Company is not, is not deemed to be, and, as a result of issuing the Notes or entering into and performing its obligations under the
Agreements, will not be, over-indebted in light of the current practice of the Luxembourg tax administration; and |
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3.20 |
the absence of any other arrangement by or between any of the parties to the Agreements or between the parties to the Agreements and any third
parties which modifies or supersedes any of the terms of the Agreements or the Notes or otherwise affects the opinions expressed herein; |
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3.21 |
there is neither a vitiated consent (vice de consentement) by reason of mistake (erreur), fraud (dol), duress (violence)
or inadequacy (lésion), nor an illicit cause (cause illicite) in relation to the Agreements; and |
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3.22 |
that all agreed conditions to the effectiveness of the Agreements have been or will be satisfied. |
Based upon, and subject to, the assumptions made
above and the qualifications set out below and subject to any matters not disclosed to us, we are of the opinion that, under the laws of Luxembourg in effect, as construed and applied by the Luxembourg courts in published Luxembourg court decisions,
on the date hereof:
The Company is a private limited liability company
(société à responsabilité limitée) formed for an unlimited duration under the laws of Luxembourg.
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4.2 |
Power, authority and authorisation |
The Company has the corporate
power and authority to enter into and perform the Agreements and to issue the Notes and has taken all necessary corporate actions to authorise the contents and the execution of the Agreements and the issue of the Notes.
The Agreements and the Notes
have been validly executed and delivered on behalf of the Company.
The entry into, execution, delivery and
performance by the Company of the Agreements and the issue by it of the Notes do not violate the Articles or the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the Companies Act 1915).
No authorisations, approvals
or consents of governmental, judicial and public bodies and authorities of or in Luxembourg are required under statute in connection with the entity into or performance by the Company of the Agreements or the issue by the Company of the Notes.
The Company is not entitled to claim immunity from
jurisdiction or immunity from enforcement with respect to any action or proceeding brought in connection with their obligations under the Agreements in the courts of Luxembourg.
According to the Certificate, on the day
immediately prior to the date of issuance of the Certificate, no court order or decision was recorded with the Register pursuant to which the Company had been adjudicated bankrupt (faillite) or become subject to, or benefited from, a reprieve
from payment (sursis de paiement), judicial reorganisation (réorganisation judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), judicial liquidation or judicial appointment of
a temporary administrator.
The above opinions are subject to the following
qualifications:
|
5.1 |
The opinions expressed herein are subject to, and may be affected or limited by, the provisions of any applicable bankruptcy (faillite),
insolvency, liquidation, reprieve from payment (sursis de paiement), reorganisation proceedings (including without limitation judicial reorganisation (réorganisation judiciaire) and reorganisation by amicable agreement (réorganisation
par accord amiable)) or similar Luxembourg or foreign law proceedings or regimes affecting the rights of creditors generally. |
|
5.2 |
We express no tax opinion whatsoever in respect of the Company or the tax consequences of the transactions contemplated by the Agreements and
the issue of the Notes. |
|
5.3 |
We express no opinion whatsoever on regulatory matters or on matters of fact or on matters other than those expressly set forth in this legal
opinion, and no opinion is, or may be, implied or inferred herefrom. |
|
5.4
|
A search at the Register is not capable of conclusively revealing whether a (and the Certificate does not constitute conclusive evidence that
no) winding-up resolution, decision or petition, or an order adjudicating or declaring a, or a petition or filing for, bankruptcy or reprieve from payment (sursis de paiement) or judicial reorganisation (réorganisation judiciaire)
or judicial liquidation (liquidation judiciaire) or similar action has been adopted or made. |
|
5.5 |
The corporate documents of, and relevant court orders affecting, a Luxembourg company (including, but not limited to, the notice of a
winding-up order or resolution, notice of the appointment of a receiver or similar officer) may not be held at the Register immediately and there is generally a delay in the relevant document appearing on the files regarding the company
concerned. Furthermore, it cannot be ruled out that the required filing of documents has not occurred or that documents filed with the Register may have been mislaid or lost. In accordance with Luxembourg company law, changes or amendments to
corporate documents to be filed at the Register will be effective (opposable) vis-à-vis third parties only as of the day of their publication in the Luxembourg official gazette (Mémorial C, Recueil des Sociétés et Associations or
RESA, Recueil électronique des sociétés et associations, as applicable) unless the company proves that the relevant third parties had prior knowledge thereof. |
|
5.6 |
We express no opinion on the legal validity and the enforceability of the Agreements and the Notes. |
|
5.7 |
In the case of legal proceedings being brought before a Luxembourg court or production of the Agreements and/or the Notes before an official
Luxembourg authority, such Luxembourg court or official authority may require that the Agreements, the Notes and/or any judgment obtained in a foreign court must be translated into French or German. |
|
5.8 |
Punitive, treble or similar damages may not be enforceable in the Luxembourg courts. |
|
5.9 |
We express no opinion in respect of any provisions set out in the Agreements which refer to rights and obligations of the parties, or
definitions, by reference to a specified law, act, statute or regulation under any foreign law. |
|
5.10 |
The Prospectus Supplement has been prepared by the Company, which has accepted responsibility for the information contained therein. |
|
6. |
This legal opinion is as of this date and we undertake no obligation to update it or advise of changes hereafter occurring. We express no
opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be, implied or inferred herefrom. We express no opinion on any economic, financial or statistical information (including formulas determining
payments to be made) contained in the Prospectus Supplement, the Notes and the Agreements (or any document in connection therewith). |
|
7. |
This legal opinion is given on the express basis, accepted by each person who is entitled to rely on it, that this legal opinion and all
rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg law and that any action or claim in relation to it can be brought exclusively before the courts of Luxembourg. |
|
8. |
In this matter we have taken instructions solely from the Company. This legal opinion however has been addressed to the Addressees in
connection with the Company's entry into the Agreements, the Prospectus Supplement and the issue of the Notes. We note that we have not advised the Addressees (other than the Company) on the legal implications of the Agreements, the Prospectus
Supplement and the Notes (other than those specifically opined on herein). We exceptionally accept addressing this legal opinion to the Addressees (other than the Company) solely in relation to the matters opined on herein, but the giving of
this legal opinion is not to be taken as implying that we owe the Addressees (other than the Company) any duty of care (other than in respect of the accuracy of the opinions expressly provided herein) in relation to the Agreements, the
Prospectus Supplement or the Notes, the transactions contemplated by the Agreements, the issue of the Notes and the Prospectus Supplement or their commercial or financial implications. The fact that we have provided this legal opinion to the
Addressees (other than the Company) shall further not be deemed to have created any client relationship between us and the Addressees. The following provisions shall also apply in respect of the provision of this legal opinion to the Addressees
(other than the Company), except that if and to the extent that any general terms of engagement that we may have in place at the date of this legal opinion with the Addressees(other than the Company) where such Addressees (other than the
Company) are our clients have a different effect, then such other effect shall apply in relation to the provision of this legal opinion: |
|
8.1 |
we shall have no obligation to advise the Addressees (other than the Company) in the future on any of the matters referred to in this legal
opinion and the fact that we have provided this legal opinion to the Addressees (other than the Company) (i) shall not restrict us from representing and advising the Company (if the Company so requests) in relation to any matter at any time in
the future (whether or not separate legal advisors are retained on any such matters by the Addressees (other than the Company)), and (ii) shall not be deemed to have caused us any conflict of interest in relation to the giving of any such
advice; and |
|
8.2 |
as regards the Addressees (other than the Company), any non-contractual rights and obligations arising out of or in connection with this legal
opinion are governed by and are to be construed in accordance with Luxembourg law and the courts of Luxembourg have exclusive jurisdiction in respect of any dispute or matter arising out of or in connection with this legal opinion. |
|
9. |
Any Addressee who is entitled to, and does, rely on this legal opinion agrees, by so relying, that, to the fullest extent permitted by law and
regulation (and except in the case of wilful misconduct or fraud) there is no assumption of personal duty of care by, and such person will not bring any claim against, any individual who is a partner of, member of, employee of or consultant to
Allen Overy Shearman Sterling SCS, société en commandite simple, Allen Overy Shearman Sterling LLP or any other member of the group of Allen Overy Shearman Sterling undertakings and that such person will instead confine any claim to
Allen Overy Shearman Sterling SCS, société en commandite simple, Allen & Overy Shearman Sterling or any other member of the group of Allen Overy Shearman Sterling undertakings (and for this purpose "claim" means (save only where law
and regulation applies otherwise) any claim, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise). |
|
10. |
Luxembourg legal concepts are expressed in English terms and not in their original French or German terms. The concepts concerned may not be
identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. It should be noted that there are always irreconcilable differences between languages making it impossible to guarantee a totally
accurate translation or interpretation. In particular, there are always some legal concepts which exist in one jurisdiction and not in another, and in those cases it is bound to be difficult to provide a completely satisfactory translation or
interpretation because the vocabulary is missing from the language. We accept no responsibility for omissions or inaccuracies to the extent that they are attributable to such factors. |
We hereby consent to the filing of this opinion with the United States
Securities and Exchange Commission (the Commission) as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that
we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. This opinion may be relied upon by Cravath, Swaine & Moore LLP in connection with the provision of its
legal opinion to be rendered in connection with the Registration Statement.
Yours faithfully,
/s/ Frank Mausen
Allen Overy Shearman Sterling SCS
Frank Mausen*
Partner
Avocat à la Cour
* This document is signed on
behalf of Allen Overy Shearman Sterling SCS, a société en commandite simple, registered on list V of the Luxembourg bar. The individual signing this document is a qualified lawyer representing this entity.
8
Exhibit 5.3
Bermuda Office
Appleby (Bermuda)
Limited
Canon's Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda
Tel +1 441 295 2244
|
Genpact Luxembourg S.à r.l.
12F, Rue Guillaume Kroll
L-1882 Luxembourg
and
Genpact USA, Inc.
521 Fifth Avenue, 14th Floor
New York, NY 10175
and
Genpact Limited
Canons Court
22 Victoria Street
Hamilton, HM10
Bermuda
and
Computershare Trust Company, National Association
Attention: CCT Administrator for Genpact
1505 Energy Park Drive
St. Paul, MN 55108
(Trustee and, together with Genpact Luxembourg S.à r.l., Genpact USA, Inc. and Genpact Limited, Addressees)
|
Email jwilson@applebyglobal.com
Direct Dial +1 441 298 3559
Direct Fax +1 441 298 3469
Tel +1 441 295 2244
Your Ref
Appleby Ref 132386.0045/JW/KC
4 June 2024
|
|
Dear Sirs |
|
|
|
Genpact Limited (Company) |
|
|
|
INTRODUCTION |
|
|
Appleby (Bermuda) Limited (the Legal Practice) is a company limited by shares
incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. "Partner" is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be
obtained from your relationship partner.
|
We have acted as Bermuda Counsel to the Company and this opinion as to Bermuda law is addressed to you in connection with the
filing by the Company, Genpact Luxembourg S.à r.l. (Genpact SARL) and Genpact USA, Inc. (Genpact Delaware and together with Genpact SARL, the Co-Issuers) with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the Securities Act) of a Registration Statement (as defined in Schedule 1) with respect to the issue from time to time and in one or more offerings (i) by the Company of securities comprising Debt Securities,
Guarantees of Debt Securities, Common Shares, Preference Shares, Depositary Shares, Units and Warrants, (ii) by Genpact Luxembourg S.à r.l. of Debt Securities and (iii) by Genpact USA, Inc. of Debt Securities and Guarantees of Debt Securities
(all as described in the Registration Statement). |
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
For the purposes of this opinion we have examined and
relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the Documents) together with such other documentation as we have considered requisite to this opinion. Unless otherwise defined herein, capitalised terms
have the meanings assigned to them in the Registration Statement.
OUR REVIEW
For the purposes of giving this opinion we have
examined and relied upon the documents listed in Part 1 of Schedule 1 to this opinion (Documents). We have not examined any other documents, even if they are referred to in the Registration Statement.
For the purposes of giving this opinion we have
carried out the Company Search and the Litigation Search described in Part 2 of Schedule 1.
We have not made any other enquiries concerning the
Company and in particular we have not investigated or verified any matter of fact or representation (whether set out in the Documents or elsewhere) other than as expressly stated in this opinion.
Unless otherwise defined herein, capitalised terms
have the meanings assigned to them in Schedule 1.
ASSUMPTIONS AND RESERVATIONS
We give the following opinions on the basis of the
assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).
OPINIONS
|
1. |
Incorporation and Status: The Company is an exempted company incorporated with limited liability and existing under the laws of Bermuda.
The Company possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. |
|
2. |
Corporate Capacity: The Company has all requisite corporate power and authority to enter into, execute, deliver and perform its
obligations under the Subject Documents and to take all action as may be necessary to complete the transactions contemplated thereby. |
|
3. |
Corporate Authorisation: The execution, delivery and performance by the Company of the Subject Documents and the transactions
contemplated thereby have been duly authorised by all necessary corporate action on the part of the Company. |
|
4. |
Due Execution: The Subject Documents have been duly executed by or on behalf of the Company and each constitute legal, valid and binding
obligations of the Company, enforceable against the Company. |
2
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
DISCLOSURE
This opinion is addressed to you solely for your
benefit and is neither to be transmitted to any other person, nor relied upon by any other person or for any other purpose nor quoted or referred to in any public document nor filed with any governmental agency or person, without our prior written
consent, except as may be required by law or regulatory authority. Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the
existing facts or circumstances should change.
This opinion is governed by and is to be construed in
accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.
We hereby consent to the filing of this opinion with
the SEC as an exhibit to the current report filing on the Form 8-K dated 4 June 2024 (2024 8-K) and to the use of our name under the caption “Financial Statements and Exhibits” in the 2024 8-K. In giving such consent, we do not thereby admit
that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC. This opinion may be relied upon by Cravath, Swaine & Moore LLP in connection with the
provision of its legal opinion to be rendered in connection with the 2024 8-K.
Yours faithfully
/s/ Appleby
Appleby (Bermuda) Limited
3
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
Schedule 1
Part 1
The Documents
|
1. |
An executed copy in PDF format of 2024 8-K |
|
2. |
An executed copy, in PDF format of the Registration Statement on Form S-3 (as so amended, Registration Statement) dated as of 25 May
2022, excluding the documents incorporated by reference therein. |
|
3. |
An executed copy, in PDF format, of the indenture dated as of 26 March 2021 among the Co-Issuers, the Company, as guarantor, and Computershare
Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (Base Indenture). |
|
4. |
A final copy of a form of second supplemental indenture to be entered into at the Issue Date (as defined in the Prospectus), among the
Co-Issuers, the Company, as guarantor, and Computershare Trust Company, National Association, as trustee (Second Supplemental Indenture, and together with the Base Indenture, the Indenture). |
|
5. |
A PDF copy of the Notice to the Public issued by the Bermuda Monetary Authority on 1 June 2005. |
|
6. |
Certified copies of the Certificate of Incorporation, Memorandum of Association and Amended and Restated Bye-Laws of the Company (together the
Constitutional Documents). |
|
7. |
A certificate of compliance, dated 3 June 2024 issued by the Registrar of Companies in respect of the Company (Certificate of Compliance). |
|
8. |
A PDF copy of the the unanimous written resolution of the board of directors of the Company dated 27 May 2024 (Resolutions). |
|
9. |
A copy of the results of the Litigation Search. |
|
10. |
A copy of the results of the Company Search. |
|
11. |
A pdf copy of the preliminary prospectus supplement dated 28 May 2024 (Prospectus). |
|
12. |
A pdf copy of the pricing term sheet dated 30 May 2024 (Pricing Term Sheet). |
(The 2024 8-K, Indenture, Pricing Term Sheet,
Prospectus and Registration Statement are together referred to in this opinion as the Subject Documents).
4
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
Part 2
Searches
|
1. |
A search of the entries and filings shown and available for inspection in respect of the Company in the register of charges and on file of the
Company maintained in the register of companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on 3 June 2024 (Company Search). |
|
2. |
A search of the entries and filings shown and available for inspection in respect of the Company in the Cause and Judgement Book of the Supreme
Court maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 3 June 2024 (Litigation Search). |
5
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
Schedule 2
Assumptions
We have assumed:
|
1. |
(i) that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the
authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies; |
|
2. |
that the Subject Documents and any other documentation which was received by electronic means is complete, intact and in conformity with the
transmission as sent; |
|
3. |
that, insofar as any obligation under the Subject Documents is to be performed by any of the parties thereto in any jurisdiction outside of
Bermuda, its performance will be legal, valid and binding in accordance with the law of any jurisdiction other than Bermuda to which they are subject or in which they are respectively constituted and established; |
|
4. |
the truth, accuracy and completeness of all representations and warranties or statements of fact or law (other than as to the laws of Bermuda
in respect of matters upon which we have expressly opined) made in the Subject Documents; |
|
5. |
the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired
or have caused searches or enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was
conducted and the enquiries were made, and that the information disclosed by the Company Search and the Litigation Search is accurate and complete in all respects and such information has not been materially altered since the date of the
Company Search and the Litigation Search; |
|
6. |
that (i) the Subject Documents are in the form of the documents approved in the Resolutions; (ii) all interests of the directors of the Company
on the subject matter of the Resolutions, if any, were declared and disclosed in accordance with the law and Constitutional Documents; (iii) the Resolutions have not been revoked, amended or superseded, in whole or in part, and remain in full
force and effect at the date of this opinion; and (iv) the directors of the Company have concluded that the entry by the Company into the Subject Documents and such other documents approved by the Resolutions and the transactions contemplated
thereby are bona fide in the best interests of the Company and for a proper purpose of the Company; |
|
7. |
that there is no matter affecting the authority of the directors of the Company to effect entry by the Company into the Documents including
breach of duty or lack of good faith which would have any adverse implications in relation to the opinions expressed in this opinion; |
6
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
|
8. |
that any supplemental prospectus prepared in relation to the offer of the Guarantees, solely in relation to the Company, as contemplated by the
Subject Documents, will have been duly authorised by the Board of Directors of the Company and will comply with and have been prepared in accordance with all relevant legislation and the Constitutional Documents; and |
|
9. |
that any contracts or instruments, including but not limited to indentures and warrant instruments, prepared in relation to the offer and
creation of the Guarantees, solely in relation to the Company, as contemplated by the Subject Documents, will comply with and have been prepared in accordance with all relevant legislation and the Constitutional Documents, and will constitute
legal, valid and binding obligations of each of the parties therefore, enforceable in accordance with their terms, under the laws by which they are governed. |
7
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
Schedule 3
Reservations
Our opinion is subject to the following:
|
1. |
Enforcement: The term “enforceable” as used in this opinion means that there is a way of ensuring that each party performs an agreement
or that there are remedies available for breach. Notwithstanding that the obligations established by the Subject Documents are obligations which the Bermuda courts would generally enforce, they may not necessarily be capable of enforcement in
all circumstances in accordance with their terms. |
|
2. |
Good Standing: The term “good standing” means that the Company has received a Certificate of Compliance from the Registrar of Companies
and the Supervisor of Insurance. |
|
3. |
Company Searches: In order to issue this opinion we have carried out the Company Search and Litigation Search referred to herein and
have not enquired as to whether there has been any chance since the date and time of such searches. |
8
|
Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai |
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