8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: July 27, 2007

(Date of earliest event reported)

 


SENSATA TECHNOLOGIES B.V.

(Exact name of registrant as specified in its charter)

 


 

The Netherlands   000-1381272   Not applicable

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

Kolthofsingel 8, 7602 EM Almelo

The Netherlands

  Not applicable
(Address of principal executive offices)   (Zip Code)

31-546-879-555

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 27, 2007 (the “Effective Date”), the Company entered into a senior subordinated term loan agreement (the “Loan Agreement”) by and among the Company, Sensata Technologies Finance Company, LLC (together with the Company, the “Borrowers”), the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Banc of America Bridge LLC, as Syndication Agent, Morgan Stanley Senior Funding, Inc., Banc of America Securities LLC and Goldman Sachs Credit Partners, L.P., as Joint Lead Arrangers and Joint Bookrunners, and Goldman Sachs Credit Partners L.P., as Documentation Agent.

The Loan Agreement is for borrowings in the aggregate principal amount of €141,000,000 (the “Loans”). The Company will use proceeds from the Loans, together with available cash, to complete the acquisition of Airpax Holdings, Inc., as more specifically described in the press release attached hereto as exhibit 99.1. The Loans bear interest at a per annum rate equal to EURIBOR plus the applicable margin. The applicable margin is currently 4.50%, and will increase by 0.50% commencing on the date that is six months following the Effective Date and on each three-month anniversary of such date thereafter; provided, that the interest rate on the Loans shall not exceed 10.50% per annum. The maturity date of the Loans is October 27, 2013. The Loans are guaranteed by certain subsidiaries of the Company.

The terms of the Loan Agreement are such that the Borrowers are able to make prepayments of the Loans, in whole or in part, without premium or penalty upon proper notice to the Administrative Agent. The Loans may be accelerated upon customary events of default (including upon the occurrence of a change of control of the Company). The Loan Agreement contains covenants and representations and warranties that the Company considers customary for an agreement of this type.

 

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Item 1.01 above is incorporated herein by this reference.

 

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(d) Exhibits

 

Exhibit No.

  

Description

99.1

   Press Release issued by Sensata Technologies B.V., dated July 27, 2007.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      SENSATA TECHNOLOGIES B.V.
                      (Registrant)
Date: July 27, 2007      
    By:  

/s/ Jeffrey Cote

      Jeffrey Cote
      Authorized Representative


EXHIBIT INDEX

 

Exhibit No.

  

Description

99.1

   Press Release issued by Sensata Technologies B.V., dated July 27, 2007.