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Sensata Technologies Holding N.V.'s SEC Filings

S-1/A
SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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Table of Contents

DILUTION

 

If you invest in our ordinary shares in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our ordinary shares and the as adjusted net tangible book value/(deficit) per share of our ordinary shares after this offering. Net tangible book value/(deficit) per share represents our total tangible assets (total assets less intangible assets) less total liabilities divided by the number of outstanding ordinary shares. Our net tangible book deficit as of December 31, 2009 was $(2,008.9) million, and our net tangible book deficit per share was $(13.94) per share, based on 144,108,686 ordinary shares outstanding as of December 31, 2009, which includes 52,118 ordinary shares that are subject to forfeiture until such shares are vested and are not considered outstanding for accounting purposes.

 

Investors participating in this offering will incur immediate and substantial dilution. After giving effect to the issuance of 354,002 ordinary shares upon the exercise of outstanding stock options by the selling shareholders in connection with this offering and the issuance and sale of 26,315,789 ordinary shares at an assumed initial public offering price of $19.00 per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and after giving effect to the application of such net proceeds as described under “Use of Proceeds,” our as adjusted net tangible book deficit as of December 31, 2009 would have been approximately $(1,567.6) million, or approximately $(9.18) per share. This represents an immediate decrease in as adjusted net tangible book deficit of $4.76 per share to existing shareholders and an immediate dilution of $28.18 per share to new investors, or approximately 148% of the assumed initial public offering price of $19.00 per share.

 

The following table illustrates this per share dilution:

 

Assumed initial public offering price per share

  

  $ 19.00   

Net tangible book deficit per share as of December 31, 2009, before giving effect to this offering

   $ (13.94  

Decrease in net tangible book deficit per share attributable to investors purchasing shares in this offering

     4.76     
          

As adjusted net tangible book deficit per share, after giving effect to this offering

  

    (9.18
       

Dilution in as adjusted net tangible book value/(deficit) per share to investors in this offering

  

  $ 28.18   
       

 

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing of this offering. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover of the prospectus, would increase or decrease our as adjusted net tangible book value/(deficit) by approximately $24.7 million, or approximately $0.14 per share, and the dilution per share to investors participating in this offering by approximately $0.86 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

 

The following table summarizes the number of ordinary shares purchased from us since inception, the total consideration paid to us and the weighted-average price per share paid by existing shareholders and by new investors purchasing ordinary shares in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the range set forth on the cover page of this prospectus:

 

     Ordinary Shares Purchased     Total Consideration     Average Price
Per Share
     Number    Percent     Amount    Percent    

Existing shareholders

   144,843,588    84.6   $ 1,044,447,000    67.6   $ 7.21

New investors

   26,315,789    15.4     500,000,000    32.4   $ 19.00
                          

Total

   171,159,377    100.0   $ 1,544,447,000    100.0  
                          

 

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