UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 8.01 | Other Events |
On December 9, 2019, EnerSys (“EnerSys” or the “Company”) priced $300 million aggregate principal amount of 4.375% senior notes due 2027 (the “Notes”) at an issue price of 100% of the principal amount in connection with its previously announced private offering. The offering of the Notes is expected to close on or about December 11, 2019, subject to customary closing conditions.
The Notes will be senior unsecured obligations of the Company and will be guaranteed on a senior unsecured basis by each of the Company’s existing and future subsidiaries that is a guarantor under the Company’s existing senior secured credit facilities (the “Existing Credit Facility”) and existing 5.00% Senior Notes due 2023.
EnerSys intends to use the net proceeds from this offering to repay a portion of the outstanding borrowings under the revolving portion of the Company’s Existing Credit Facility (without a reduction in commitment).
The Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (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.
This report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.
SIGNATURES
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.
| EnerSys | ||||||
| (Registrant) | ||||||
| Date: December 9, 2019 |
By: |
/s/ Thomas L. O’Neill | ||||
| Thomas L. O’Neill | ||||||
| Vice President & Treasurer | ||||||
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Document and Entity Information |
Dec. 09, 2019 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001289308 |
| Document Type | 8-K |
| Document Period End Date | Dec. 09, 2019 |
| Entity Registrant Name | EnerSys |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-32253 |
| Entity Tax Identification Number | 23-3058564 |
| Entity Address, Address Line One | 2366 Bernville Road |
| Entity Address, City or Town | Reading |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19605 |
| City Area Code | (610) |
| Local Phone Number | 208-1991 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value per share |
| Trading Symbol | ENS |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |