8-K

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): April 10, 2013

__________________________________________ 

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:

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

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

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

o 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	3
Item 8.01 Other Events	3
Item 9.01 Financial Statements and Exhibits	3
SIGNATURES	4

2

Item 1.01 Entry Into a Material Definitive Agreement.

On April 10, 2013, Sensata Technologies B.V. (the “Issuer”), an indirect, wholly-owned subsidiary of Sensata Technologies Holding N.V. (“STHNV”), entered into a purchase agreement (the “Purchase Agreement”) among the Issuer, the guarantors named therein and Morgan Stanley & Co. Incorporated and Barclays Capital Inc., 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, $500 million in aggregate principal amount of 4.875% senior notes due 2023 (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 April 17, 2013, subject to customary closing conditions.

Item 8.01 Other Events.

On April 10, 2013, STHNV issued a press release announcing that the Issuer intended to offer, subject to market and other customary conditions, $400 million in aggregate principal amount of senior notes due 2023. Subsequently, on April 10, 2013, in connection with the execution of the Purchase Agreement, the Issuer and the Initial Purchasers agreed to increase the size of the offering to $500 million, and STHNV issued a press release announcing that the Issuer had priced 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 closing of the offering is expected to occur on April 17, 2013, subject to customary closing conditions. The Issuer intends to use the net proceeds from the offering of the Notes together with cash on hand to (1) repay approximately $700 million of existing term loans under the senior secured credit facilities, (2) pay all accrued interest on such indebtedness and (3) pay all fees and expenses in connection with the sale of the Notes and the repayment of such indebtedness. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are 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

99.1	April 10, 2013 press release entitled “Sensata Technologies Announces Offering of $400 Million of Senior Notes due 2023.”
99.2	April 10, 2013 press release entitled “Sensata Technologies Announces Pricing of $500 Million of Senior Notes due 2023.”

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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: April 11, 2013	Name: Jeffrey Cote
	Title: Executive Vice President, Chief Operating Officer and Interim Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	April 10, 2013 press release entitled “Sensata Technologies Announces Offering of $400 Million of Senior Notes due 2023.”
99.2	April 10, 2013 press release entitled “Sensata Technologies Announces Pricing of $500 Million of Senior Notes due 2023.”

5

EX-99.1

Contact:

Investors:

Jacob Sayer            

(508) 236-3800        

investors@sensata.com

SENSATA TECHNOLOGIES ANNOUNCES OFFERING OF $400 MILLION OF SENIOR NOTES DUE 2023

Almelo, Netherlands – April 10, 2013 - Sensata Technologies Holding N.V. (NYSE: ST) today announced that its wholly‑owned subsidiary, Sensata Technologies B.V. (the "Issuer" or “Sensata”), intends to offer, subject to market and other customary conditions, $400 million in aggregate principal amount of senior notes due 2023 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be guaranteed on a senior unsecured basis by substantially all of the Issuer's existing and future wholly-owned subsidiaries that guarantee the Issuer's senior secured credit facilities. The Notes and the guarantees will be the Issuer’s and the guarantors’ senior unsecured obligations and will rank equally in right of payment to all existing and future senior indebtedness of the Issuer or the guarantors, including the Issuer’s 6.5% senior notes due 2019. 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 senior secured credit facilities, and will be structurally subordinated to all of the existing and future obligations of any of the Issuer’s subsidiaries that do not guarantee the Notes.

Sensata intends to use the net proceeds from the offering of the Notes together with cash on hand to (1) repay approximately $600 million of existing term loans under the senior secured credit facilities, (2) pay all accrued interest on such indebtedness and (3) pay all fees and expenses in connection with the sale of the Notes and the repayment of such indebtedness.

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 Technologies Holding N.V.

Sensata Technologies Holding N.V., a global industrial technology company, is a leader in the development, manufacture and sale of sensors and controls.

Sensata Safe Harbor Statement

Statements in this release which are not historical facts, such as those that may be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "project," "should," "would," and similar expressions, are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risk and uncertainties include, but are not limited to, the consummation of the offering by Sensata.  Detailed information about some of the other known risks is included in our Annual Report on Form 10-K for the year ended December 31, 2012 and our other periodic reports filed with the Securities and Exchange Commission. Because actual results could differ materially from our 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. Except as required by applicable law, we do not undertake to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.

EX-99.2

Contact:

Investors:

Jacob Sayer            

(508) 236-3800        

investors@sensata.com

SENSATA TECHNOLOGIES ANNOUNCES PRICING OF $500 MILLION OF SENIOR NOTES DUE 2023

Almelo, Netherlands – April 10, 2013 - Sensata Technologies Holding N.V. (NYSE: ST) today announced that its wholly‑owned subsidiary, Sensata Technologies B.V. (the "Issuer" or “Sensata”), has priced $500 million in aggregate principal amount of 4.875% senior notes due 2023 (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 Notes were priced at 100% of par. The closing of the offering is expected to occur on April 17, 2013, subject to customary closing conditions.

The Notes will be guaranteed on a senior unsecured basis by substantially all of the Issuer's existing and future wholly-owned subsidiaries that guarantee the Issuer's senior secured credit facilities. The Notes and the guarantees will be the Issuer’s and the guarantors’ senior unsecured obligations and will rank equally in right of payment to all existing and future senior indebtedness of the Issuer or the guarantors, including the Issuer’s 6.5% senior notes due 2019. 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 senior secured credit facilities, and will be structurally subordinated to all of the existing and future obligations of any of the Issuer’s subsidiaries that do not guarantee the Notes.

Sensata intends to use the net proceeds from the offering of the Notes together with cash on hand to (1) repay approximately $700 million of existing term loans under the senior secured credit facilities, (2) pay all accrued interest on such indebtedness and (3) pay all fees and expenses in connection with the sale of the Notes and the repayment of such indebtedness.

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 Technologies Holding N.V.

Sensata Technologies Holding N.V., a global industrial technology company, is a leader in the development, manufacture and sale of sensors and controls.

Sensata Safe Harbor Statement

Statements in this release which are not historical facts, such as those that may be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "project," "should," "would," and similar expressions, are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risk and uncertainties include, but are not limited to, the consummation of the offering by Sensata.  Detailed information about some of the other known risks is included in our Annual Report on Form 10-K for the year ended December 31, 2012 and our other periodic reports filed with the Securities and Exchange Commission. Because actual results could differ materially from our 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. Except as required by applicable law, we do not undertake to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise.