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0001477294
2024-05-22
2024-05-22
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 22, 2024
__________________________________________
SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
__________________________________________
England and Wales 001-34652 98-1386780
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
529 Pleasant Street
Attleboro
,
Massachusetts
02703
,
United States
(Address of Principal executive offices, including Zip Code)
+1(508)
236 3800
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of exchange on which registered
Ordinary Shares - nominal value 0.01 per share ST New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
o
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Item 8.01 Other Events.
On May 22, 2024, Sensata Technologies Holding plc (the "Company") issued a
press release announcing that its indirect, wholly owned subsidiary, Sensata
Technologies, Inc. (the "Issuer"), intended to offer, subject to market and
other customary conditions, $500.0 million in aggregate principal amount of
senior notes due 2032 in a private offering that is exempt from registration
under the Securities Act of 1933, as amended (the "Securities Act").
Subsequently, on May 22, 2024, the Company issued a press release announcing
that the Issuer had priced $500.0 million in aggregate principal amount of
6.625% senior notes due 2032 (the "Notes") at par. The closing of the offering
is expected to occur on June 6, 2024, subject to customary closing conditions.
The Notes and the related guarantees are being 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 and
to persons outside 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.
Copies of the press releases announcing the offering and pricing of the Notes
are filed herewith as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 May 22, 2024 press release entitled "Sensata Technologies Holding plc Announces
Offering of $500 Million of Senior Notes by Sensata Technologies, Inc."
99.2 May 22, 2024 press release entitled "Sensata Technologies Holding plc Announces
Pricing of $500 Million of Senior Notes by Sensata Technologies, Inc."
104 Cover Page Interactive Data File
(embedded within inline XBRL document)
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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 PLC
/s/ Brian Roberts
Date: May 22, 2024 Name: Brian Roberts
Title: Executive Vice President and Chief Financial Officer
3
Sensata Technologies Holding plc Announces Offering of $500 Million of Senior
Notes by Sensata Technologies, Inc.
SWINDON, United Kingdom, May 22, 2024 -- Sensata Technologies Holding plc
(NYSE: ST) ("Sensata Technologies") today announced that its indirect wholly
owned subsidiary Sensata Technologies, Inc. (the "Issuer") intends to offer,
subject to market and other customary conditions, $500 million in aggregate
principal amount of senior notes (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 the Issuer's
indirect parent Sensata Technologies B.V. ("STBV") and each of STBV's
wholly-owned subsidiaries (other than the Issuer) that is a guarantor under
the Issuer's senior credit facilities and a guarantor under the outstanding
series of existing senior notes of the Issuer and STBV. 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, respectively,
including the senior credit facilities and outstanding series of existing
senior notes. 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' existing and
future secured indebtedness to the extent of the value of the assets securing
such indebtedness, including indebtedness under the senior credit facilities,
and will be structurally subordinated to all of the existing and future
obligations of any of STBV's subsidiaries (other than the Issuer) that do not
guarantee the Notes.
Sensata intends to use the net proceeds from the offering of the Notes,
together with cash on hand, for the redemption of STBV's 5.000% senior notes
due October 1, 2025, which Sensata expects to effect in July 2024.
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 provided by Rule 144A under the Securities Act and
to non-U.S. persons outside 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 or outside the United States except in compliance with 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
Sensata Technologies is a global industrial technology company striving to
create a cleaner, more efficient, electrified and connected world. Through its
broad portfolio of sensors, electrical protection components and sensor-rich
solutions which create valuable business insights, Sensata helps its customers
address increasingly complex engineering and operating performance
requirements. With more than 21,000 employees and global operations in 16
countries, Sensata serves customers in the automotive, heavy vehicle &
off-road, industrial, and aerospace markets.
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
offering by the Issuer and the use of proceeds. 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, 2023 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.
###
Media & Investor Contact:
Alexia Taxiarchos
+1 (508) 236-1761
ataxiarchos@sensata.com
investors@sensata.com
Sensata Technologies Holding plc Announces Pricing of $500 Million of Senior
Notes by Sensata Technologies, Inc.
SWINDON, United Kingdom, May 22, 2024 -- Sensata Technologies Holding plc
(NYSE: ST) ("Sensata Technologies") today announced that its indirect wholly
owned subsidiary Sensata Technologies, Inc. (the "Issuer") priced $500 million
in aggregate principal amount of 6.625% senior notes due 2032 (the "Notes") in
a private offering that is exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act"). The Notes were priced at par. The
closing of the offering is expected to occur on June 6, 2024, subject to
customary closing conditions.
The Notes will be guaranteed on a senior unsecured basis by the Issuer's
indirect parent Sensata Technologies B.V. ("STBV") and each of STBV's
wholly-owned subsidiaries (other than the Issuer) that is a guarantor under
the Issuer's senior credit facilities and a guarantor under the outstanding
series of existing senior notes of the Issuer and STBV. 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, respectively,
including the senior credit facilities and outstanding series of existing
senior notes. 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' existing and
future secured indebtedness to the extent of the value of the assets securing
such indebtedness, including indebtedness under the senior credit facilities,
and will be structurally subordinated to all of the existing and future
obligations of any of STBV's subsidiaries (other than the Issuer) that do not
guarantee the Notes.
Sensata intends to use the net proceeds from the offering of the Notes,
together with cash on hand, for the redemption of STBV's 5.000% senior notes
due October 1, 2025, which Sensata expects to effect in July 2024.
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 provided by Rule 144A under the Securities Act and
to non-U.S. persons outside 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 or outside the United States except in compliance with 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
Sensata Technologies is a global industrial technology company striving to
create a cleaner, more efficient, electrified and connected world. Through its
broad portfolio of sensors, electrical protection components and sensor-rich
solutions which create valuable business insights, Sensata helps its customers
address increasingly complex engineering and operating performance
requirements. With more than 21,000 employees and global operations in 16
countries, Sensata serves customers in the automotive, heavy vehicle &
off-road, industrial, and aerospace markets.
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
offering by the Issuer and the use of proceeds. 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, 2023 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.
###
Media & Investor Contact:
Alexia Taxiarchos
+1 (508) 236-1761
ataxiarchos@sensata.com
investors@sensata.com
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