UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 6, 2011
SENSATA TECHNOLOGIES HOLDING N.V.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| The Netherlands | 001-34652 | 98-0641254 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Kolthofsingel 8, 7602 EM Almelo
The Netherlands
(Address of Principal Executive Offices, including Zip Code)
31-546-879-555
(Registrant’s Telephone Number, Including Area Code)
(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 May 6, 2011, Sensata Technologies B.V. (the “Issuer”), an indirect, wholly-owned subsidiary of Sensata Technologies Holding, N.V., entered into a purchase agreement (the “Purchase Agreement”) among the Issuer, the guarantors named therein and Barclays Capital Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Issuer has agreed to sell to the Initial Purchasers, and the Initial Purchasers have agreed to purchase from the Issuer, $700,000,000 in aggregate principal amount of 6.5% Senior Notes due 2019 (the “Notes”). The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Issuer and the guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities. The sale of the Notes is expected to close on May 12, 2011, subject to certain closing conditions, including the effectiveness of the Issuer’s new senior secured credit facility.
| Item 8.01 | Other Events. |
In connection with the execution of the Purchase Agreement, on May 6, 2011, the Issuer issued a press release announcing that it had priced $700,000,000 in aggregate principal amount of the Notes in connection with its previously announced private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release announcing the pricing of the Notes offering is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | May 6, 2011 press release entitled “Sensata Technologies Announces Pricing of $700 Million of Senior Notes due 2019.” | |
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 HOLDING N.V. | ||||
| /s/ Jeffrey Cote | ||||
| Date: May 9, 2011 | By: | Jeffrey Cote | ||
| Title: | Chief Administrative and Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | May 6, 2011 press release entitled “Sensata Technologies Announces Pricing of $700 Million of Senior Notes due 2019.” | |
Exhibit 99.1
Sensata Technologies Announces Pricing of $700 Million of Senior Notes due 2019
ALMELO, Netherlands, May 6, 2011
Sensata Technologies Holding N.V. (NYSE: ST) (“Sensata”) today announced that its wholly-owned subsidiary, Sensata Technologies B.V. (the “Issuer”), has priced $700 million in aggregate principal amount of 6.5% senior notes due 2019 (the “Notes”) in connection with a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $600 million, and consequently the term loan facility under the Issuer’s new senior secured credit facility will be reduced by the same amount. The Notes were priced at 100% of par. The closing of the offering is expected to occur on May 12, 2011, subject to certain closing conditions, including the effectiveness of the Issuer’s new senior secured credit facility.
The Notes will be guaranteed on a senior unsecured basis by all of the Issuer’s existing and future wholly-owned subsidiaries that guarantee the Issuer’s new senior secured credit facility, and the Notes and the guarantees will rank equally with any senior indebtedness the Issuer or the guarantors incur. The Notes and the guarantees will be senior to all of the Issuer’s and the guarantors’ future indebtedness that is expressly subordinated to the Notes and the guarantees. The Notes and the guarantees will be effectively junior to the Issuer’s and the guarantors’ secured indebtedness to the extent of the assets securing that indebtedness, including obligations under the Issuer’s new senior secured credit facility.
Sensata intends to use the net proceeds from the offering together with borrowings under the new credit facility and cash on hand to (i) repay amounts currently outstanding under its existing term loans, 8% senior notes due 2014 and 9% senior subordinated notes due 2016, (ii) pay accrued interest on such indebtedness and related redemption premiums and (iii) pay fees and expenses in connection with these refinancing transactions.
The Notes and the related guarantees will be offered only to “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities. The Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
About Sensata
Sensata Technologies Holding N.V. is one of the world’s leading suppliers of sensing, electrical protection, control and power management solutions. Majority-owned by affiliates of
Bain Capital Partners, LLC, a leading global private investment firm, and its co-investors, Sensata employs approximately 11,500 people in nine countries. Sensata’s products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning and ventilation, data, telecommunications, recreational vehicle and marine applications.
Contacts
For Investors:
Maggie Morris
+1 (508) 236-1069
mmorris2@sensata.com
For News Media:
Linda Megathlin
+1 (508) 236-1761
lmegathlin@sensata.com
Sensata Safe Harbor Statement
Some of the statements in this news release constitute “forward-looking statements” that do not directly or exclusively relate to historical facts. The forward-looking statements made in this release reflect Sensata’s intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, including known and unknown risks. Detailed information about some of the known risks is included in Sensata’s annual report on Form 10-K for the year ended December 31, 2010 and Sensata’s other periodic reports filed with the U.S. Securities and Exchange Commission. Because actual results could differ materially from Sensata’s intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this news release with caution. Sensata does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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