On March 23, 2021, Genpact Limited (“Genpact”) announced the pricing by its wholly owned subsidiaries, Genpact Luxembourg S.à r.l. (“Genpact Luxembourg”) and Genpact USA, Inc. (“Genpact USA”), of their underwritten public offering (the “Notes Offering”) of $350 million aggregate principal amount of 1.750% senior unsecured notes due 2026 (the “Notes”). The Notes will be senior unsecured obligations of Genpact Luxembourg and Genpact USA and will be guaranteed on a senior unsecured basis by Genpact. Genpact intends to use the net proceeds from the offering for general corporate purposes, which may include repaying or redeeming Genpact Luxembourg’s outstanding 3.700% senior notes due 2022 or repaying outstanding loans under Genpact’s revolving credit facility.
The Notes will be offered and sold pursuant to an effective shelf registration statement filed by Genpact, Genpact Luxembourg and Genpact USA with the Securities and Exchange Commission (the “Commission”) on Form S-3 (File No. 333-230982) (the “Registration Statement”). A preliminary prospectus supplement relating to the Notes Offering was filed with the SEC on March 23, 2021. Genpact expects the Notes Offering to close on March 26, 2021 (the “Closing Date”), subject to the satisfaction of customary closing conditions.
In connection with the issuance of the Notes, Genpact, Genpact Luxembourg and Genpact USA entered into an Underwriting Agreement dated March 23, 2021, among Genpact Luxembourg and Genpact USA, as co-issuers, Genpact, as guarantor, and the representatives of the several underwriters named in the Underwriting Agreement (the “Underwriters”), pursuant to which Genpact Luxembourg and Genpact USA agreed to issue and sell the Notes to the Underwriters.
The Notes will be issued pursuant to an indenture, a form of which was filed as Exhibit 4.2 to the Post-Effective Amendment No. 2 to the Registration Statement dated March 23, 2021, to be entered into by and among Genpact Luxembourg, Genpact USA, Genpact and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture related to the Notes to be dated as of the Closing Date.
The Company will pay interest on the Notes on each April 10 and October 10, beginning on October 10, 2021. The interest rate payable on the Notes will be subject to adjustment from time to time if either Moody’s or S&P (or a substitute rating agency therefor) downgrades (or downgrades and subsequently upgrades) the credit rating assigned to the Notes.
The Notes will be subject to certain customary covenants, including limitations on the ability of each of Genpact, 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 its 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 Notes at a price equal to 101% of the aggregate principal amount of such Notes, plus any accrued and unpaid interest, if any, to, but not including, the date of repurchase.
A copy of the press release announcing the pricing of the Notes Offering is attached hereto as Exhibit 99.1. This notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of Genpact, Genpact Luxembourg or Genpact USA.
Forward-looking statements
This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Genpact and its consolidated subsidiaries, including Genpact Luxembourg and Genpact USA, could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements regarding the Notes
