UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2019
GENPACT LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda | | 001-33626 | | 98-0533350 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
Victoria Place, 5th Floor
31 Victoria Street
Hamilton HM 10
Bermuda
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (441) 294-8000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common shares, par value $0.01 per share | | G | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 21, 2019, Genpact Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with certain selling shareholders affiliated with Bain Capital Investors, LLC and Twickenham Investment Private Limited (collectively, the “Selling Shareholders”), and Goldman Sachs & Co. LLC as sole underwriter, relating to the sale of 15,430,841 common shares (the “Shares”) of the Company pursuant to the terms of that certain amended and restated shareholders agreement, dated as of October 25, 2012, by and among the Company and the Selling Shareholders (the “Shareholder Agreement”).
After giving effect to this offering, the Selling Shareholders will not beneficially own any of the Company’s shares, and as a result, the Shareholder Agreement will terminate automatically and the Selling Shareholders will no longer be entitled to designate any directors for nomination to the Company’s board of directors or require the Company to file registration statements.
The Company is not selling any common shares in, and will not receive any proceeds from, the offering.
The Shares will be offered and sold pursuant to a shelf registration statement that the Company filed with the Securities and Exchange Commission, which became effective on April 22, 2019 (File No. 333-230982). A prospectus supplement, dated November 21, 2019, relating to the offering was filed with the Securities and Exchange Commission. The offering is expected to close on November 26, 2019, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the legal opinion and consent of Appleby (Bermuda) Limited, Bermuda counsel to the Company, is attached to this Current Report on Form 8-K as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
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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Date: November 25, 2019 | | | | By: | | /s/ Heather D. White |
| | | | Name: | | Heather D. White |
| | | | Title: | | Senior Vice President, General Counsel and Secretary |
