Item 1.01 Entry into a Material Definitive Agreement.
The information set forth under Item 8.01 is incorporated into this Item 1.01 by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 8.01 is incorporated into this Item 2.03 by
reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 8.01 is incorporated into this Item 3.02 by
reference.
Item 8.01 Other Events.
Sale of Additional 2026 Notes Pursuant to Exercise of Over-Allotment Option
On March 12, 2021, Enphase Energy, Inc. ("Enphase") completed the sale of an
additional $57.5 million in aggregate principal amount of its 0% Convertible
Senior Notes due 2026 (the "2026 Notes") in connection with Enphase's offering
(the "Notes Offering") of the 2026 Notes and of its 0% Convertible Senior Notes
due 2028 (the "2028 Notes") in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). Enphase previously disclosed the Notes Offering in
its Current Report on Form 8-K filed with the Securities and Exchange Commission
on March 1, 2021 (the "Notes Offering 8-K").
The additional 2026 Notes sold by Enphase on March 12, 2021 were issued pursuant
to the exercise in full of the over-allotment option for additional 2026 Notes
under the Purchase Agreement (the "Purchase Agreement"), dated February 24,
2021, entered into among Enphase and Barclays Capital Inc., BofA Securities,
Inc. and Goldman Sachs & Co. LLC (the "Initial Purchasers"). Including the
additional 2026 Notes sold by Enphase on March 12, 2021 as a result of the
Initial Purchasers' exercise of their over-allotment option, Enphase has issued
a total of $632.5 million aggregate principal amount of 2026 Notes in connection
with the Notes Offering. The Initial Purchasers did not exercise the
over-allotment option for any additional 2028 Notes, and a total of $575 million
aggregate principal amount of 2028 Notes have been issued in the Notes Offering.
The over-allotment option for additional 2028 Notes has expired in accordance
with the terms of the Purchase Agreement.
Enphase received net proceeds from the sale of the additional 2026 Notes on
March 12, 2021 of approximately $56.6 million (after deducting the Initial
Purchasers' discount and estimated fees and expenses). Including the additional
2026 Notes issued by Enphase on March 12, 2021, Enphase has received total net
proceeds of approximately $1,188.6 million from the Notes Offering (after
deducting the Initial Purchasers' discount and estimated fees and expenses).
The additional 2026 Notes sold by Enphase on March 12, 2021 have the same terms
in all respects as the 2026 Notes previously sold by Enphase in the Notes
Offering, and the disclosures set forth under the headings "Purchase Agreement"
and "Indentures for the 2026 Notes and 2028 Notes" in Item 1.01 of the Notes
Offering 8-K are incorporated herein by reference.
Additional Convertible Note Hedge Transactions
In connection with the Initial Purchasers' exercise of their over-allotment
option for additional 2026 Notes, on March 10, 2021, Enphase entered into
additional privately-negotiated convertible note hedge transactions with respect
to its common stock (the "Additional Convertible Note Hedge Transactions") with
each of Barclays Bank PLC, Credit Suisse Capital LLC, JPMorgan Chase Bank,
National Association and Mizuho Markets Americas LLC (collectively, the
"Counterparties").
Enphase paid an aggregate amount of approximately $11.3 million to the
Counterparties for the Additional Convertible Note Hedge Transactions. The
Additional Convertible Note Hedge Transactions cover, subject to anti-dilution
adjustments substantially similar to those in the 2026 Notes, approximately
187,008 shares of Enphase's common stock, the same number of shares initially
underlying the additional 2026 Notes issued in connection with the Initial
Purchasers' the exercise of the over-allotment option, at a strike price that
corresponds to the initial conversion prices of the 2026 Notes and are
exercisable upon conversion of the 2026 Notes. The Additional Convertible Note
Hedge Transactions will expire upon the maturity of the 2026 Notes.
The Additional Convertible Note Hedge Transactions are expected generally to
reduce potential dilution to Enphase's common stock upon any conversion of the
2026 Notes and/or offset any cash payments Enphase is required to make in excess
of the principal amount of converted 2026 Notes, as the case may be. The
Additional Convertible Note Hedge Transactions are separate transactions,
entered into by Enphase with the Counterparties, and they are not part of the
terms of the 2026 Notes. Holders of the 2026 Notes will not have any rights with
respect to the Additional Convertible Note Hedge Transactions.
The foregoing summary of the Additional Convertible Note Hedge Transactions is
qualified in its entirety by the confirmations for the Additional Convertible
Note Hedge Transaction Confirmations attached as Exhibit 10.1 to this Current
Report on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference.
Additional Warrant Transactions
In addition, concurrently with entering into the Additional Convertible Note
Hedge Transactions, on March 10, 2021, Enphase separately entered into
additional privately-negotiated warrant transactions (the "Additional
Warrants"), whereby Enphase sold to the Counterparties additional warrants to
acquire, collectively, subject to anti-dilution adjustments, approximately
187,008 shares of Enphase's common stock at an initial strike price of
approximately $397.91 per share.
Enphase received aggregate proceeds of approximately $8.8 million from the sale
of the Additional Warrants to the Counterparties. The Additional Warrants were
sold in private placements to the Counterparties pursuant to an exemption from
the registration requirements of the Securities Act afforded by Section 4(a)(2)
of the Securities Act.
If the market value per share of Enphase's common stock, as measured under the
Additional Warrants, exceeds the strike price of the Additional Warrants, the
Additional Warrants will have a dilutive effect on Enphase's earnings per share,
unless Enphase elects, subject to certain conditions, to settle the Additional
Warrants in cash. The Additional Warrants are separate transactions, entered
into by Enphase with the Counterparties, and are not part of the terms of the
2026 Notes. Holders of the 2026 Notes will not have any rights with respect to
the Additional Warrants.
The foregoing summary of the Additional Warrants is qualified in its entirety by
the Additional Warrant Confirmations attached as Exhibit 10.2 to this Current
Report on Form 8-K, and such Exhibit 10.2 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Additional Convertible Note Hedge Transaction Confirmations.
10.2 Additional Warrant Confirmations.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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ENPHASE ENERGY, INC. 
