Item 1.01. Enter into a Material Definitive Agreement.
Exchange Agreement
On December 14, 2020, Enphase Energy, Inc. (the "Company") entered into an
exchange agreement (the "Exchange Agreement") with certain holders of its 1.00%
Convertible Senior Notes due 2024 to repurchase $38.50 million aggregate
principal amount of such notes (the "Repurchased Notes" and the "Repurchase").
Pursuant to the Exchange Agreement, the Repurchased Notes will be exchanged and
purchased for (a) a cash payment equal to $1,000 for each $1,000 principal
amount of Repurchased Notes, and (b) a number of shares of the Company's common
stock equal to the number of shares of common stock deliverable to the holders
of the Repurchased Notes as if such notes were converted based on a conversion
ratio of 48.7781 per $1,000 principal amount of the Repurchased Notes, minus the
number of shares of common stock derived by dividing the principal amount of the
Repurchased Notes by the composite volume weighted average price of the
Company's common stock reported from 9:30 a.m. to 4:00 p.m., Eastern Time, on
December 15, 2020. The closing of the Repurchase is anticipated to take place on
December 16, 2020. The issuance of the shares of common stock in connection with
the Repurchase will be made pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, afforded by Section
4(a)(2) of such Securities Act.
Partial Unwind Agreements
On December 14, 2020, the Company entered into partial unwind agreements
(collectively, the "Unwind Agreements") with Credit Suisse Capital LLC and
Barclays Bank PLC (the "Counterparties") with respect to: (a) the Base Warrant
Confirmations, dated May 30, 2019 (the "Warrant Confirmations"); and (b) the
Base Call Option Confirmations, dated May 30, 2019, and the Additional Call
Option Confirmations (the "Call Option Confirmations"). In connection with the
exchange and purchase of the Repurchased Notes under the Exchange Agreement and
the other two conversions of Notes due 2024 that will settle in December 2020 as
disclosed in the latest Form 10-Q, the Unwind Agreements reduce the number of
warrants exercisable under the Warrant Confirmations from 5,853,372 to
3,713,966, in the aggregate, and reduce the number of options under the Call
Option Confirmations from 120,000 to 81,500, in the aggregate.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.

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