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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
Entire Document
 


Table of Contents

Transactions with the Sponsors, Sensata Investment Co. and our Management

 

Upon the close of the 2006 Acquisition, the Sponsors contributed $985.0 million to Sensata Investment Co., which contributed those proceeds to us, and in exchange received 31,636,360 of our ordinary shares, €0.01 nominal value per share, and €616.9 million of deferred payment certificates. The deferred payment certificates were legally issued as debt and provided the holder with a 14% yield on the principal amount.

 

In May 2006, we granted 20,025 restricted ordinary shares and 390,487 deferred payment certificates with an aggregate value of $623 thousand to members of our senior management who were employees of Texas Instruments immediately prior to the 2006 Acquisition and who forfeited restricted securities upon the divestiture of the S&C business from Texas Instruments. We made these grants to compensate these employees for the loss of such restricted securities. These grants were intended to approximate the value of the forfeited restricted securities.

 

The table below summarizes the material differences between the terms of the restricted securities held by such employees under the restricted securities plan of Texas Instruments and the terms of the restricted securities that we granted to such employees under our restricted securities plan in May 2006.

 

Terms

 

Texas Instruments’ Plan

  Sensata’s Plan

Number of employees receiving grants

  6   6

Number and class of securities granted

 

34,500 shares of common stock

 

 

20,025 ordinary shares

390,487 deferred payment certificates(1)

Vesting terms

  4-year cliff (all participants)   1-year cliff (5 participants) /

3-year cliff (1 participant)

Weighted-average fair value of shares on date of grant

  $22.35   $6.99

Fair value of shares on date of forfeiture

  $34.83   Not applicable

 

(1)   These were subsequently converted into 70,998 restricted ordinary shares.

 

On September 21, 2006, we legally retired the deferred payment certificates by converting them into ordinary shares effective as of April 27, 2006. The table below sets forth by class of holder the number of restricted ordinary shares and deferred payment certificates issued to such holders and the number of restricted ordinary shares issued upon the conversion of deferred payment certificates into ordinary shares:

 

     Original Issuance         Total Number
of Ordinary
Shares

Name

  

No. of
Restricted
Shares

  

No. of
Deferred
Payment
Certificates

  

No. of
Ordinary
Shares Issued
in Conversion

  

Principal Shareholder:

           

Sensata Investment Co.

   31,636,360    616,909,020    112,165,276    143,801,636

Sensata Management:

           

Named Executive Officers:

           

Thomas Wroe

   11,466    223,587    40,652    52,118

Martha Sullivan

   1,975    38,512    7,002    8,977

Other Management Employees:

           

Steve Beringhause

   1,580    30,810    5,602    7,182

Han-Koo Kaang

   2,634    51,363    9,339    11,973

Donna Kimmel

   790    15,405    2,801    3,591

Timothy McBride

   1,580    30,810    5,602    7,182
                   

Total Sensata Management

   20,025    390,487    70,998    91,023
                   

 

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