Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Dated May 30, 2024
Registration Number
333-265204
333-265204-01
333-265204-02
GENPACT LUXEMBOURG S.À R.L.
GENPACT USA, INC.
GENPACT LIMITED
$400,000,000 6.000% Senior Notes due 2029
Pricing Term Sheet
May 30, 2024
The information in this pricing term sheet supplements the Issuers’ preliminary prospectus supplement, dated May 28, 2024 (the “Preliminary Prospectus
Supplement”) and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. This pricing term sheet is qualified in its entirety by reference to the
Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
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Issuers:
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Genpact Luxembourg S.à r.l.
Genpact USA, Inc.
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Guarantor:
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Genpact Limited
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Expected Ratings (Moody’s / S&P)*:
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Baa3 / BBB-
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Security Title:
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6.000% Senior Notes due 2029
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Offering Format:
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SEC registered
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Pricing Date:
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May 30, 2024
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Settlement Date**:
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June 4, 2024 (T+3)
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Maturity Date:
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June 4, 2029
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Interest Payment Dates:
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June 4 and December 4, commencing December 4, 2024
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Principal Amount:
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$400,000,000
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Benchmark Treasury:
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UST 4.625% due April 30, 2029
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Benchmark Treasury Price / Yield:
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100-06+ / 4.578%
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Spread to Benchmark Treasury:
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+150 bps
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Yield to Maturity:
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6.078%
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Coupon:
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6.000%
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Public Offering Price:
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99.668% of the principal amount, plus accrued interest, if any, from June 4, 2024
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Optional Redemption Provisions:
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Make-Whole Call:
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Prior to May 4, 2029, T+25 bps
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Par Call:
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On or after May 4, 2029
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CUSIP / ISIN:
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37190A AB5 / US37190AAB52
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Joint Book-Running Managers:
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Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC
BofA Securities, Inc. Credit Agricole Securities (USA) Inc.
J.P. Morgan Securities LLC
TD Securities (USA) LLC
Wells Fargo Securities, LLC
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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the delivery date may be required to specify an alternate settlement cycle at the time of trade to prevent a failed settlement. Investors who wish to
trade the notes prior to the delivery date should consult their own advisors.
The Issuers have filed a registration statement, including a prospectus and a preliminary prospectus supplement, with the Securities and Exchange Commission (the “SEC”) for the
offering to which this communication relates. Before you invest, you should read the prospectus and the preliminary prospectus supplement in that registration statement and other documents the Issuers have filed with the SEC for more complete
information about the Issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuers, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus and the preliminary prospectus supplement (or, if available, the prospectus supplement) if you request it by calling Citigroup Global Markets Inc. toll-free at 1-800-831-9146; Goldman Sachs & Co. LLC toll-free at
1-866-471-2526; or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A
RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.