| Item 1.01 | Entry into a Material Definitive Agreement |
On January 11, 2024, EnerSys (the “Company”) issued $300 million in aggregate principal amount of its 6.625% Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to an indenture among the Company, its subsidiaries named as guarantors therein and MUFG Union Bank, N.A. as trustee, dated as of April 23, 2015 (the “Base Indenture”), as supplemented by that certain fifth supplemental indenture among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as successor in interest to MUFG Union Bank, N.A., as trustee (the “Trustee”), dated as of January 11, 2024 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The Company intends to use the net proceeds from the offering to repay and retire a portion of its outstanding borrowings under the initial term loans and the A-2 and the A-3 senior secured term loans portion of its existing credit facility. The Company intends to use the remaining net proceeds for general corporate purposes, including to repay a portion of the outstanding borrowings under the revolving portion of its existing credit facility (without a reduction in commitment). The exact allocation of such proceeds and the timing thereof is at the discretion of the Company’s management.
The Notes bear interest at a rate of 6.625% per annum accruing from January 11, 2024. Interest is payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2024. The Notes will mature on January 15, 2032. The Notes are unsecured and unsubordinated obligations of the Company. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by the Company’s subsidiaries the guarantee its existing credit facility (the “Guarantors”). The Notes and the Guarantees are the Company’s and the Guarantors’ respective senior unsecured obligations.
At any time prior to January 15, 2027, the Company may redeem the Notes, in whole or in part, at a “make-whole” redemption price, as described in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. On or after January 15 of the relevant year, the Company may redeem the Notes, in whole or in part, as follows (as expressed as percentages of the principal amount of the Notes being redeemed): 2027 at a redemption price of 103.313%; 2028 at a redemption price of 101.656%; and 2029 and thereafter at a redemption price of 100.000%, in each case, together with accrued and unpaid interest on the Notes, if any, to, but excluding, the applicable redemption date. In addition, prior to January 15, 2027, the Company may on any one or more occasions redeem up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional Notes) with the net cash proceeds of certain equity offerings at the redemption price of 106.625% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. If a change of control triggering event occurs, the Company will be required to offer to repurchase the Notes at a price in cash equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the date of repurchase.
The Indenture includes certain covenants, including limitations on the Company’s and its subsidiaries’ ability to, subject to exceptions, incur liens securing indebtedness, merge, consolidate or sell all or substantially all assets or enter into certain sale and leaseback transactions, as well as customary events of default.
A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 to this Current Report on Form 8-K, and a copy of the Fifth Supplemental Indenture is attached hereto as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The above description of the material terms of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to such exhibits.
The Notes were offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act. The Notes and the Guarantees have not been, and will not be, registered under the Securities Act or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
