| Item 1.01. | Entry into a Material Definitive Agreement. |
Notes Offering
On March 26, 2021, 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 $350 million aggregate principal amount of their 1.750% Senior Notes due 2026 (the “2026 Notes”). The 2026 Notes are Genpact Luxembourg’s and Genpact USA’s senior unsecured indebtedness and are guaranteed on a senior unsecured basis by Genpact. The 2026 Notes were issued pursuant to an indenture dated as of March 26, 2021 (the “2021 Base Indenture”) among Genpact Luxembourg, Genpact USA, Genpact and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a first supplemental indenture dated as of March 26, 2021 (the “2021 First Supplemental Indenture” and, together with the 2021 Base Indenture, the “2021 Indenture”).
The 2026 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. 333-230982), as supplemented by the prospectus supplement dated March 23, 2021, filed with the Securities and Exchange Commission under the Securities Act.
In connection with the issuance of the 2026 Notes, Genpact, Genpact Luxembourg and Genpact USA entered into an Underwriting Agreement dated as of March 23, 2021 (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 2026 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 included as Exhibit 1.1 hereto, and is incorporated herein by reference.
The 2026 Notes will mature on April 10, 2026. Interest on the 2026 Notes accrues at the rate of 1.750% per annum and is payable semi-annually in arrears on April 10 and October 10 of each year, commencing on October 10, 2021. The interest rate payable on the 2026 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 2026 Notes.
The 2026 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 2026 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 2026 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 2026 Notes prior to March 10, 2026 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 2026 Notes on or after March 10, 2026 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 2026 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 2026 Notes at a price equal to 101% of the aggregate principal amount of such 2026 Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.
