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): February 10, 2023
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32253
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(610 ) 208-1991
(Registrant’s telephone number, including area code)
(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:
| 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:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| 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.
Redemption of Senior Notes
On February 10, 2023, EnerSys issued a notice of redemption (the “Notice of Redemption”) pursuant to the indenture in order to redeem all $300,000,000 aggregate principal amount of its outstanding 5.00% Senior Notes due 2023 (the “Notes”) on March 13, 2023 (the “Redemption Date”) at a redemption price equal to 100% of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date. Following the redemption, the Notes shall cease to be outstanding. The Notice of Redemption, attached hereto as Exhibit 99.1, is incorporated by reference.
Item 9.01 Financial Statements and Exhibits
| (d) Exhibits | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
Signature(s)
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 | |||||||||||
| Date: February 10, 2023 | By: | /s/ Andrea J. Funk | |||||||||
| Andrea J. Funk | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
NOTICE OF FULL REDEMPTION
ENERSYS
5.00% Senior Notes due 2023
144A ISIN No. US29275YAB83
Reg S ISIN No. USU2928LAA36
REDEMPTION DATE: March 13, 2023
NOTICE IS HEREBY GIVEN that all of the outstanding 5.00% Senior Notes due 2023 (the “Notes”) of EnerSys, a Delaware corporation (the “Issuer”), will be redeemed in full, on March 13, 2023 (the “Redemption Date”) at a redemption price (the “Redemption Price”) equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the Redemption Date. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the indenture, dated as of April 23, 2015 (the “Indenture”) and the First Supplemental Indenture, dated as of April 23, 2015 (the “Supplemental Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as trustee and paying agent (the “Trustee”).
The redemption of the Notes is being effected pursuant to paragraph 2 of the Notes and in accordance with Article XI of the Indenture and Article V of the Supplemental Indenture.
Interest on the Notes called for redemption shall cease to accrue on and after the Redemption Date.
The Issuer and the Trustee shall not be responsible for the use of the CUSIP or ISIN numbers selected, nor is any representation made as to their correctness or accuracy in this notice or as printed on any Note. The ISIN numbers are included solely for the convenience of the Holders of the Notes.
Regular Mail, Registered & Certified Mail, Courier or In Person by Hand:
U.S. Bank Trust Company, National Association
50 S. 16th Street, Suite 2000
Philadelphia, PA 19102
Attention: Gregory P. Guim
EACH HOLDER OF NOTES IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF REDEMPTION TO SUCH HOLDER, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.
ENERSYS
Date: February 10, 2023