GENPACT LIMITED (NYSE:G) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Indenture and 3.700% Senior Notes due 2022
On March 27, 2017, Genpact Luxembourg S. r.l. (Genpact
Luxembourg), an indirect wholly owned subsidiary of Genpact
Limited (Genpact), completed its previously announced
private offering of $350 million aggregate principal amount of
its 3.700% Senior Notes due 2022 (the Notes). The Notes
are Genpact Luxembourgs senior unsecured indebtedness and are
guaranteed on a senior unsecured basis by Genpact. The Notes were
issued to an indenture dated as of March 27, 2017 (the Base
Indenture) among Genpact Luxembourg, Genpact and Wells Fargo
Bank, National Association, as trustee (the Trustee), and
a supplemental indenture dated as of March 27, 2017 (the
Supplemental Indenture and, together with the Base
Indenture, the Indenture).
Luxembourg), an indirect wholly owned subsidiary of Genpact
Limited (Genpact), completed its previously announced
private offering of $350 million aggregate principal amount of
its 3.700% Senior Notes due 2022 (the Notes). The Notes
are Genpact Luxembourgs senior unsecured indebtedness and are
guaranteed on a senior unsecured basis by Genpact. The Notes were
issued to an indenture dated as of March 27, 2017 (the Base
Indenture) among Genpact Luxembourg, Genpact and Wells Fargo
Bank, National Association, as trustee (the Trustee), and
a supplemental indenture dated as of March 27, 2017 (the
Supplemental Indenture and, together with the Base
Indenture, the Indenture).
The Notes and the related guarantee were offered in the United
States to qualified institutional buyers in reliance on Rule 144A
under the Securities Act of 1933, as amended (the Securities
Act), and outside the United States to non-U.S. investors to
Regulation S under the Securities Act.
States to qualified institutional buyers in reliance on Rule 144A
under the Securities Act of 1933, as amended (the Securities
Act), and outside the United States to non-U.S. investors to
Regulation S under the Securities Act.
The Notes will mature on April 1, 2022. Interest on the Notes
accrues at the rate of 3.700% per annum and is payable
semi-annually in arrears on April 1 and October 1 of each year,
commencing on October 1, 2017. The interest rate payable on the
notes will be subject to adjustment from time to time if either
Moodys or SP (or a substitute rating agency therefor) downgrades
(or downgrades and subsequently upgrades) the credit rating
assigned to the notes.
accrues at the rate of 3.700% per annum and is payable
semi-annually in arrears on April 1 and October 1 of each year,
commencing on October 1, 2017. The interest rate payable on the
notes will be subject to adjustment from time to time if either
Moodys or SP (or a substitute rating agency therefor) downgrades
(or downgrades and subsequently upgrades) the credit rating
assigned to the notes.
The Notes and the guarantee are general unsecured obligations of
Genpact Luxembourg and Genpact and will be pari passu in right of
payment with all existing and future senior unsecured
indebtedness of both entities, will be effectively subordinated
to all future secured indebtedness of both entities to the extent
of the value of the assets securing that indebtedness and will be
senior in right of payment to all future subordinated
indebtedness of both entities. The Notes will be structurally
subordinated to all indebtedness and other liabilities of
subsidiaries of Genpact (other than Genpact Luxembourg) that do
not guarantee the Notes, including the liabilities of certain
subsidiaries to Genpacts senior credit facility.
Genpact Luxembourg and Genpact and will be pari passu in right of
payment with all existing and future senior unsecured
indebtedness of both entities, will be effectively subordinated
to all future secured indebtedness of both entities to the extent
of the value of the assets securing that indebtedness and will be
senior in right of payment to all future subordinated
indebtedness of both entities. The Notes will be structurally
subordinated to all indebtedness and other liabilities of
subsidiaries of Genpact (other than Genpact Luxembourg) that do
not guarantee the Notes, including the liabilities of certain
subsidiaries to Genpacts senior credit facility.
Genpact Luxembourg may redeem some or all of the Notes prior to
March 1, 2022 at a redemption price equal to 100% of their
principal amount plus accrued and unpaid interest, if any, to,
but not including, the redemption date, plus an applicable
make-whole premium. Genpact Luxembourg may redeem some or all of
the Notes on or after March 1, 2022 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.
March 1, 2022 at a redemption price equal to 100% of their
principal amount plus accrued and unpaid interest, if any, to,
but not including, the redemption date, plus an applicable
make-whole premium. Genpact Luxembourg may redeem some or all of
the Notes on or after March 1, 2022 at a redemption price equal
to 100% of their principal amount, plus accrued and unpaid
interest, if any, to but not including the redemption date.
The Notes are subject to certain customary covenants, including
limitations on the ability of Genpact and certain of its
subsidiaries, including Genpact Luxembourg, with significant
exceptions, (i) to incur debt secured by liens; (ii) to engage in
certain sale and leaseback transactions and (iii) to consolidate,
merge, convey or transfer their assets substantially as an
entirety. In addition, to a customary change of control covenant,
upon a change of control repurchase event, Genpact Luxembourg
will be required to make an offer to repurchase the Notes at a
price equal to 101% of the aggregate principal amount of such
Notes, plus accrued and unpaid interest, if any, to, but not
including, the date of repurchase.
limitations on the ability of Genpact and certain of its
subsidiaries, including Genpact Luxembourg, with significant
exceptions, (i) to incur debt secured by liens; (ii) to engage in
certain sale and leaseback transactions and (iii) to consolidate,
merge, convey or transfer their assets substantially as an
entirety. In addition, to a customary change of control covenant,
upon a change of control repurchase event, Genpact Luxembourg
will be required to make an offer to repurchase the Notes at a
price equal to 101% of the aggregate principal amount of such
Notes, plus accrued and unpaid interest, if any, to, but not
including, the date of repurchase.
Genpact intends to use the net proceeds from the offering to
repay outstanding loans under its revolving credit facility and
for general corporate purposes, which may include acquisitions
and share repurchases, among other uses.
repay outstanding loans under its revolving credit facility and
for general corporate purposes, which may include acquisitions
and share repurchases, among other uses.
The foregoing descriptions of the Indenture and the Notes are
qualified in their entirety by reference to the actual terms of
the respective documents. Copies of the Base Indenture, the
Supplemental Indenture and the form of the Notes are attached as
Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and each is
incorporated by reference herein.
qualified in their entirety by reference to the actual terms of
the respective documents. Copies of the Base Indenture, the
Supplemental Indenture and the form of the Notes are attached as
Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and each is
incorporated by reference herein.
Registration Rights Agreement
In connection with the issuance of the Notes, Genpact and Genpact
Luxembourg entered into a registration rights agreement dated
March 27, 2017 (the Registration Rights Agreement), with
Citigroup Global Markets Inc., Morgan Stanley Co. LLC and Wells
Fargo Securities, LLC, as representatives (the
Representatives) for the several initial purchasers of the
Notes (the Initial Purchasers) named on Schedule I to the
purchase agreement dated March 21, 2017 by and among Genpact,
Genpact Luxembourg and the Representatives (the Purchase
Agreement).
Luxembourg entered into a registration rights agreement dated
March 27, 2017 (the Registration Rights Agreement), with
Citigroup Global Markets Inc., Morgan Stanley Co. LLC and Wells
Fargo Securities, LLC, as representatives (the
Representatives) for the several initial purchasers of the
Notes (the Initial Purchasers) named on Schedule I to the
purchase agreement dated March 21, 2017 by and among Genpact,
Genpact Luxembourg and the Representatives (the Purchase
Agreement).
to the Registration Rights Agreement, Genpact and Genpact
Luxembourg are required to, among other things, use their
commercially reasonable efforts to cause an offer to exchange the
Notes for registered notes having substantially identical terms
as the Notes to be completed or, if required, to have one or more
shelf registration statements declared effective, within 455 days
after the issue date of the Notes.
Luxembourg are required to, among other things, use their
commercially reasonable efforts to cause an offer to exchange the
Notes for registered notes having substantially identical terms
as the Notes to be completed or, if required, to have one or more
shelf registration statements declared effective, within 455 days
after the issue date of the Notes.
If: (1) Genpact and Genpact Luxembourg fail to consummate the
exchange offer on or prior to June 25, 2018, (2) a shelf
registration statement, if required, has not been declared (or
become automatically) effective on or prior to June 25, 2018 or
(3) a required registration statement is filed and declared (or
becomes automatically) effective but thereafter ceases to be
effective or usable (subject to certain exceptions) during the
applicable periods specified in the Registration Rights Agreement
(each such event referred to in clauses (1) through (3) above, a
Registration Default), then the interest borne by the
Notes will increase by 0.25% per annum during the 90-day period
immediately following the occurrence of any Registration Default
and will further increase by 0.25% per annum at the end of each
subsequent 90-day period that such additional interest continues
to accrue, but in no event will such increase exceed 0.50% per
annum.
exchange offer on or prior to June 25, 2018, (2) a shelf
registration statement, if required, has not been declared (or
become automatically) effective on or prior to June 25, 2018 or
(3) a required registration statement is filed and declared (or
becomes automatically) effective but thereafter ceases to be
effective or usable (subject to certain exceptions) during the
applicable periods specified in the Registration Rights Agreement
(each such event referred to in clauses (1) through (3) above, a
Registration Default), then the interest borne by the
Notes will increase by 0.25% per annum during the 90-day period
immediately following the occurrence of any Registration Default
and will further increase by 0.25% per annum at the end of each
subsequent 90-day period that such additional interest continues
to accrue, but in no event will such increase exceed 0.50% per
annum.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the actual terms of the
agreement. A copy of the Registration Rights Agreement is
attached as Exhibit 4.4 hereto, and is incorporated by reference
herein.
qualified in its entirety by reference to the actual terms of the
agreement. A copy of the Registration Rights Agreement is
attached as Exhibit 4.4 hereto, and is incorporated by reference
herein.
The Initial Purchasers are full service financial institutions
engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory,
investment management, principal investment, hedging, financing
and brokerage activities. The Initial Purchasers and their
respective affiliates have in the past performed commercial
banking, investment banking and advisory services for Genpact
and/or Genpact Luxembourg from time to time for which they have
received customary fees and reimbursement of expenses and may,
from time to time, engage in transactions with and perform
services for Genpact and/or Genpact Luxembourg in the ordinary
course of their business for which they may receive customary
fees and reimbursement of expenses. In addition, Genpact and/or
Genpact Luxembourg have in the past performed services and
engaged in commercial dealings with certain Initial Purchasers or
their affiliates and may, from time to time, engage in
transactions with and perform services for the Initial Purchasers
or their affiliates in the ordinary course of business.
engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory,
investment management, principal investment, hedging, financing
and brokerage activities. The Initial Purchasers and their
respective affiliates have in the past performed commercial
banking, investment banking and advisory services for Genpact
and/or Genpact Luxembourg from time to time for which they have
received customary fees and reimbursement of expenses and may,
from time to time, engage in transactions with and perform
services for Genpact and/or Genpact Luxembourg in the ordinary
course of their business for which they may receive customary
fees and reimbursement of expenses. In addition, Genpact and/or
Genpact Luxembourg have in the past performed services and
engaged in commercial dealings with certain Initial Purchasers or
their affiliates and may, from time to time, engage in
transactions with and perform services for the Initial Purchasers
or their affiliates in the ordinary course of business.
In addition, certain Initial Purchasers, including the
Representatives or their affiliates, are lenders, and in some
cases agents or managers for the lenders, under Genpacts senior
credit facility. As a result, to the extent that Genpact and
Genpact Luxembourg use a portion of the proceeds from the
offering to repay loans outstanding under Genpacts revolving
credit facility, the Initial Purchasers or their affiliates that
are lenders thereunder may receive a portion of the proceeds of
this offering. Certain of the Initial Purchasers or their
affiliates that have a lending relationship with Genpact
routinely hedge their credit exposure to Genpact consistent with
their customary risk management policies. A typical such hedging
strategy would include these underwriters or their affiliates
hedging such exposure by entering into transactions which consist
of either the purchase of credit default swaps or the creation of
short positions in our securities, including potentially the
notes offered hereby. Any such credit default swaps or short
positions could adversely affect future trading prices of the
notes.
Representatives or their affiliates, are lenders, and in some
cases agents or managers for the lenders, under Genpacts senior
credit facility. As a result, to the extent that Genpact and
Genpact Luxembourg use a portion of the proceeds from the
offering to repay loans outstanding under Genpacts revolving
credit facility, the Initial Purchasers or their affiliates that
are lenders thereunder may receive a portion of the proceeds of
this offering. Certain of the Initial Purchasers or their
affiliates that have a lending relationship with Genpact
routinely hedge their credit exposure to Genpact consistent with
their customary risk management policies. A typical such hedging
strategy would include these underwriters or their affiliates
hedging such exposure by entering into transactions which consist
of either the purchase of credit default swaps or the creation of
short positions in our securities, including potentially the
notes offered hereby. Any such credit default swaps or short
positions could adversely affect future trading prices of the
notes.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information contained in Item 1.01 under the headings
Indenture and 3.700% Senior Notes due 2022 and Registration
Rights Agreement are incorporated by reference in this Item 2.03.
Indenture and 3.700% Senior Notes due 2022 and Registration
Rights Agreement are 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:
8-K:
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Exhibit No.
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Description
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4.1
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Base Indenture, dated as of March 27, 2017, by and among
Genpact, Genpact Luxembourg and Wells Fargo Bank, National Association, as trustee. |
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4.2
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First Supplemental Indenture, dated as of March 27, 2017,
by and among Genpact, Genpact Luxembourg and Wells Fargo Bank, National Association, as trustee. |
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4.3
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Form of 3.700% Senior Note due 2022 (included as Exhibit A
to the First Supplemental Indenture filed as Exhibit 4.2). |
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4.4
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Registration Rights Agreement, dated March 27, 2017, by and
among Genpact, Genpact Luxembourg and Citigroup Global Markets Inc., Morgan Stanley Co. LLC and Wells Fargo Securities, LLC, as representatives for the several initial purchasers named on Schedule I to the Purchase Agreement. |
About GENPACT LIMITED (NYSE:G)
Genpact Limited (Genpact) is engaged in providing digitally-powered business process management and services. The Company designs, transforms and runs a combination of processes, as well as provides solutions that combine elements of several of its service offerings. The Company offers various vertical activities, which include banking and financial services, insurance services, capital markets, consumer product goods services, life sciences and pharmaceutical services, infrastructure and manufacturing services, healthcare and high tech services. In addition to these vertical activities, it also offers finance and accounting (F&A) services, analytics and research, business consulting services, enterprise risk consulting, supply chain and procurement services, enterprise application services, information technology (IT) management services, and collections and customer services. The Company offers solutions, including Smart Enterprise Processes (SEP) and Genpact Digital. GENPACT LIMITED (NYSE:G) Recent Trading Information
GENPACT LIMITED (NYSE:G) closed its last trading session up +0.05 at 24.28 with 396,895 shares trading hands.
