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EnerSys Announces Pricing of $300 Million Aggregate Principal Amount of Senior Notes

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EnerSys (ENS) announced the pricing of $300 million aggregate principal amount of its 6.625% senior notes due 2032 at an issue price of 100%. The unsecured, unsubordinated obligations of the Company will be guaranteed by its subsidiaries. The offering is expected to close on January 11, 2024. The net proceeds will be used to repay and retire a portion of its outstanding term loans and for general corporate purposes. The Notes and guarantees have not been registered under the Securities Act of 1933.
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  • The Notes and guarantees have not been registered under the Securities Act of 1933, which may limit the potential market for the securities.

Insights

With EnerSys announcing a $300 million senior notes offering at a 6.625% interest rate, the immediate implication is an increase in the company's debt load but also an enhancement of their liquidity position. This strategic move suggests a proactive approach to capital management, aiming to optimize the company's debt profile by repaying and retiring portions of existing term loans. The unsecured nature of these notes, coupled with the guarantee by the company's subsidiaries, could indicate a strong credit profile and confidence in future cash flows, which is essential for meeting these new obligations.

Investors should note the fixed interest rate of 6.625%, which is relatively high in the current market environment, reflecting the risk premium associated with the company's creditworthiness and market conditions at the time of issuance. The decision to allocate remaining proceeds for general corporate purposes provides the company with flexible capital to navigate unforeseen expenses or investment opportunities. However, it's crucial to monitor how this capital is ultimately deployed to ensure it drives value creation.

It is also worth noting that the offering's timing, set to close in January 2024, allows investors to anticipate the impact on the company's financial statements. The use of proceeds to repay existing debt will likely improve the company's debt maturity profile but may not significantly alter the net leverage ratio in the short term.

The issuance of senior notes by EnerSys reflects broader market trends where companies capitalize on institutional investor demand for higher-yield fixed-income products. The choice of a private placement to qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S indicates a targeted fundraising strategy that bypasses the public markets, potentially reducing the issuance costs and time.

Market participants should consider the implications of this debt issuance on EnerSys's industry position. As a provider of stored energy solutions, EnerSys operates in a capital-intensive industry where liquidity and capital structure are critical to sustaining operations and funding growth initiatives. This move may signal to competitors and customers that EnerSys is shoring up its financial stability, which could have implications for market dynamics, such as pricing power and competitive strategy.

Furthermore, the offering's timing may be strategic, possibly taking advantage of current interest rates before potential rate hikes, which could increase borrowing costs. The market's reception of this offering could serve as a barometer for investor confidence in the energy storage sector and the company's strategic direction.

The legal framework surrounding the issuance of the senior notes by EnerSys is critical for ensuring compliance with securities regulations. The company has opted for a private offering, which is subject to specific rules under the Securities Act of 1933. The reliance on Rule 144A and Regulation S exempts the offering from the registration requirements, which is a common approach for expediting the process and limiting disclosure obligations.

Investors should be aware of the unregistered status of these notes, as it restricts their marketability. The notes can only be traded among qualified institutional buyers or non-U.S. persons, which may affect their liquidity. However, this also typically allows for a more expedited issuance process and potentially less stringent reporting requirements compared to public offerings.

The guarantees provided by EnerSys's subsidiaries are a significant legal commitment that enhances the attractiveness of the notes to investors by reducing the perceived risk. It is important for stakeholders to understand the terms of these guarantees and their implications for the financial health of both the parent company and its subsidiaries.

READING, Pa.--(BUSINESS WIRE)-- EnerSys (NYSE: ENS) (“EnerSys” or the “Company”) announced today the pricing of $300 million aggregate principal amount of its 6.625% senior notes due 2032 (the “Notes”) at an issue price of 100%. The Notes will be unsecured, unsubordinated obligations of the Company and will be guaranteed by each of the Company’s subsidiaries that guarantee the Company’s senior secured credit facilities and 4.375% senior notes due 2027. The offering is expected to close on January 11, 2024, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering to repay and retire a portion of its outstanding term loans. The Company intends to use the remaining net proceeds for general corporate purposes, including to repay a portion of the outstanding borrowings under its revolving credit facility (without a reduction in commitment). The exact allocation of such proceeds and the timing thereof is at the discretion of the Company's management.

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. The Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

This press release 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 such jurisdiction.

About EnerSys

EnerSys is the global leader in stored energy solutions for industrial applications and designs, manufactures, and distributes energy systems solutions and motive power batteries, specialty batteries, battery chargers, power equipment, battery accessories and outdoor equipment enclosure solutions to customers worldwide. The company goes to market through four lines of business: Energy Systems, Motive Power, Specialty and New Ventures. Energy Systems, which combine power conversion, power distribution, energy storage, and enclosures, are used in the telecommunication, broadband and utility industries, uninterruptible power supplies, and numerous applications requiring stored energy solutions. Motive power batteries and chargers are utilized in electric forklift trucks and other industrial electric powered vehicles. Specialty batteries are used in aerospace and defense applications, large over-the-road trucks, premium automotive, medical and security systems applications. New Ventures provides energy storage and management systems for various applications including demand charge reduction, utility back-up power, and dynamic fast charging for electric vehicles. EnerSys also provides aftermarket and customer support services to its customers in over 100 countries through its sales and manufacturing locations around the world.

Caution Concerning Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are not historical facts, including statements identified by words such as “believe,” “plan,” “seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and similar expressions. All statements addressing operating performance, events or developments that EnerSys expects or anticipates will occur in the future, including statements relating to the anticipated closing date and the use of proceeds from the offering of the Notes, are forward-looking statements. The forward-looking statements are based on management’s current views and assumptions regarding future events and operating performance, and are inherently subject to risks and uncertainties. The statements in this press release are made as of the date of this press release. EnerSys does not undertake any obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

The foregoing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements. For a list of other factors which could affect EnerSys’ results, including earnings estimates, see EnerSys’ filings with the Securities and Exchange Commission, including “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations,” and “Forward-Looking Statements,” set forth in EnerSys’ Annual Report on Form 10-K for the fiscal year ended March 31, 2023. No undue reliance should be placed on any forward-looking statements.

Lisa Hartman

Vice President, Investor Relations and Corporate Communications

EnerSys

610-236-4040

E-mail: investorrelations@enersys.com

Source: EnerSys

FAQ

What did EnerSys (ENS) announce?

EnerSys announced the pricing of $300 million aggregate principal amount of its 6.625% senior notes due 2032 at an issue price of 100%.

When is the offering expected to close?

The offering is expected to close on January 11, 2024, subject to the satisfaction of customary closing conditions.

How does EnerSys (ENS) plan to use the net proceeds?

The net proceeds will be used to repay and retire a portion of its outstanding term loans and for general corporate purposes.

Are the Notes and guarantees registered under the Securities Act of 1933?

No, the Notes and guarantees have not been and will not be registered under the Securities Act of 1933, which may limit the potential market for the securities.

EnerSys, Inc.

NYSE:ENS

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