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): March 19, 2015

__________________________________________ 

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 8.01 Other Events.

On March 19, 2015, Sensata Technologies Holding N.V. issued a press release announcing that its indirect, wholly-owned subsidiary, Sensata Technologies B.V., has priced an offering of $700 million in aggregate principal amount of 5.00% senior notes due 2025 (the “Notes”). A copy of the press release announcing the pricing of the Notes is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

The Notes and the related guarantees will be offered only to persons reasonably believed to be "qualified institutional buyers" in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (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 registered under the Securities Act or the securities laws of any other state or 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 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 March 19, 2015 press release entitled "Sensata Technologies Holding N.V. Announces Pricing of $700 Million of Senior Notes"

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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/ Paul Vasington
Date: March 19, 2015	Name: Paul Vasington
	Title: Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	March 19, 2015 press release entitled "Sensata Technologies Holding N.V. Announces Pricing of $700 Million of Senior Notes"

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EX-99.1

Contact:
Investors:	News Media:
Jacob Sayer	Linda Megathlin
(508) 236-3800	(508) 236-1761
investors@sensata.com	lmegathlin@sensata.com

Sensata Technologies Holding N.V. Announces Pricing of $700 Million of Senior Notes

ALMELO, Netherlands, March 19, 2015 -- Sensata Technologies Holding N.V. (NYSE: ST) today announced that its indirect wholly‑owned subsidiary, Sensata Technologies B.V. (the "Issuer" or "Sensata") has priced an offering of $700 million in aggregate principal amount of 5.00% senior notes due 2025 (the "Notes”).

The Notes will be issued at par and are being offered 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 4.875% senior notes due 2023 and 5.625% senior notes due 2024. 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) purchase any and all of the Issuer’s $700 million 6.5% senior notes due 2019 (the “6.5% notes”) that are validly tendered (and not validly withdrawn), in the tender offer for the 6.5% notes that Sensata commenced today (the “Tender Offer”), (2) pay all accrued interest on the 6.5% notes and (3) pay all fees and expenses in connection with the sale of the Notes and the Tender Offer.

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. is one of the world’s leading suppliers of sensing, electrical protection, control and power management solutions with operations and business centers in thirteen 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. For more information, please visit Sensata’s website at www.sensata.com. Information on our website is not incorporated by reference into, and does not form a part of, this press release.

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 risks and uncertainties include, but are not limited to, the consummation of the offerings 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, 2014 and our other 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.