Item 1.01. Enter into a Material Definitive Agreement. Exchange Agreement OnDecember 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 from9:30 a.m. to 4:00 p.m., Eastern Time , onDecember 15, 2020 . The closing of the Repurchase is anticipated to take place onDecember 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 OnDecember 14, 2020 , the Company entered into partial unwind agreements (collectively, the "Unwind Agreements") withCredit Suisse Capital LLC and Barclays Bank PLC (the "Counterparties") with respect to: (a) the Base Warrant Confirmations, datedMay 30, 2019 (the "Warrant Confirmations"); and (b) the Base Call Option Confirmations, datedMay 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 inDecember 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 ofEquity 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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