Item 1.01. Entry into a Material Definitive Agreement.






Purchase Agreement

On February 24, 2021, Enphase Energy, Inc. ("Enphase") entered into a Purchase Agreement (the "Purchase Agreement") with Barclays Capital Inc., BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the initial purchasers (collectively, the "Initial Purchasers"), to issue and sell $575 million aggregate principal amount of 0% Convertible Senior Notes due 2026 (the "2026 Notes") and $575 million aggregate principal amount of 0% Convertible Senior Notes due 2028 (the "2028 Notes" and, together with the 2026 Notes, the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In addition, Enphase granted the Initial Purchasers a 13-day option to purchase up to an additional $57.5 million aggregate principal amount of 2026 Notes and an additional $57.5 million aggregate principal amount of 2028 notes on the same terms and conditions to cover over-allotments, if any. Enphase received approximately $1,132 million in net proceeds from the sale of the Notes issued on March 1, 2021 (after deducting the Initial Purchasers' discount and estimated offering expenses payable by Enphase).

The Purchase Agreement includes customary representations, warranties and covenants by Enphase and customary closing conditions. Under the terms of the Purchase Agreement, Enphase has agreed to indemnify the Initial Purchasers against certain liabilities.

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, and such Exhibit 10.1 is incorporated herein by reference.

Indentures for the 2026 Notes and 2028 Notes

In connection with the placement of the Notes pursuant to the Purchase Agreement, Enphase entered into an indenture by and between Enphase and U.S. Bank National Association, as trustee, in respect of the 2026 Notes (the "2026 Notes Indenture"), and an indenture by and between Enphase and U.S. Bank National Association, as trustee, in respect of the 2028 Notes (the "2028 Notes Indenture" and, together with the 2026 Notes Indenture, the "Indentures"). On March 1, 2021, Enphase issued the 2026 Notes pursuant to the 2026 Notes Indenture and the 2028 Notes pursuant to the 2028 Notes Indenture.

The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. Enphase will pay special interest, if any, at its election as the sole remedy relating to its failure to comply with its reporting obligations and under certain other circumstances. The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased in accordance with their terms. The 2028 Notes will mature on March 1, 2028, unless earlier converted, redeemed or repurchased in accordance with their terms.

Enphase may redeem for cash all or any portion of the 2026 Notes, at its option, on or after September 6, 2023, and Enphase may redeem for cash all or any portion of the 2028 Notes, at its option, on or after September 6, 2024, in each case, if the last reported sale price of Enphase's common stock has been at least 130% of the relevant conversion price then in effect for the relevant series of Notes for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Enphase provides notice of redemption in respect of the relevant series of Notes during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Enphase provides such notice of redemption at a redemption price equal to 100% of the principal amount of the relevant series of Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the relevant redemption date.

The initial conversion rate for the 2026 Notes is 3.2523 shares of Enphase common stock per $1,000 principal amount of the 2026 Notes (which is equivalent to an initial conversion price of approximately $307.47 per share of common stock). The initial conversion rate for the 2028 Notes is 3.5104 shares of Enphase common stock per $1,000 principal amount of the 2028 Notes (which is equivalent to an initial conversion price of approximately $284.87 per share of common stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change or a redemption (as defined in the Indentures), Enphase will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or a redemption.

Holders may convert all or a portion of their 2026 Notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2025, and holders may convert all or a portion of their 2028 Notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2027, in each case only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price of Enphase's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for . . .

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 1.01 is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated into this Item 3.02 by reference.




 Item 8.01 Other Events

On February 24, 2021, Enphase issued a press release announcing the offering of the Notes. The full text of the press release is attached as Exhibit 99.1, and such Exhibit 99.1 is incorporated herein by reference.

On February 24, 2021, Enphase issued a press release announcing the upsizing and pricing of its offer and sale of the Notes. The full text of the press release is attached as Exhibit 99.2, and such Exhibit 99.2 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






 (d) Exhibits




Exhibit No. Description



  4.1         Indenture, dated March 1, 2021, between Enphase Energy, Inc. and
            U.S. Bank National Association.

  4.2         Indenture, dated March 1, 2021, between Enphase Energy, Inc. and
            U.S. Bank National Association.

  4.3         Form of 0% Convertible Senior Note due 2026 (included in Exhibit
            4.1).

  4.4         Form of 0% Convertible Senior Note due 2028 (included in Exhibit
            4.2).

  10.1        Purchase Agreement, dated February 24, 2021, by and among Enphase
            Energy, Inc., Barclays Capital Inc., BofA Securities, Inc. and Goldman
            Sachs & Co. LLC.

  10.2        Form of Convertible Note Hedge Transaction Confirmation.

  10.3        Form of Warrant Confirmation.

  10.4        Form of Exchange Agreement for the 2024 Notes.

  10.5        Form of Exchange Agreement for the 2025 Notes.

  10.6        Partial Unwind Agreements for Base Call Option Confirmations dated
            May 30, 2019 and Additional Call Option Confirmations dated June 4,
            2019, made as of February 24, 2021, between Enphase Energy, Inc. and
            Barclays Capital Inc. and between Enphase Energy, Inc. and Credit
            Suisse Capital LLC.

  10.7        Partial Unwind Agreements for Base Warrants Confirmations dated May
            30, 2019 and Additional Warrants Confirmations dated June 4, 2019,
            made as of February 24, 2021, between Enphase Energy, Inc. and
            Barclays Capital Inc. and between Enphase Energy, Inc. and Credit
            Suisse Capital LLC.

  10.8        Partial Unwind Agreements for Base Call Option Confirmations dated
            March 4, 2020, made as of February 24, 2021, between Enphase Energy,
            Inc. and Barclays Capital Inc., between Enphase Energy, Inc. and
            Credit Suisse Capital LLC, and between Enphase Energy, Inc. and
            Goldman Sachs & Co. LLC.

  10.9        Partial Unwind Agreements for Base Warrants Confirmations dated
            March 4, 2020, made as of February 24, 2021, between Enphase Energy,
            Inc. and Barclays Capital Inc., between Enphase Energy, Inc. and
            Credit Suisse Capital LLC, and between Enphase Energy, Inc. and
            Goldman Sachs & Co. LLC.

  99.1        Press Release, dated February 24, 2021, announcing the offering of
            convertible senior notes.

  99.2        Press Release, dated February 24, 2021, announcing the upsizing and
            pricing of convertible senior notes.

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