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Sensata Technologies Holding N.V.'s SEC Filings

SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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On July 28, 2006, certain members of our management participated in the 2006 Purchase Plan. In connection with this plan, members of our management contributed an aggregate of $1.6 million to Sensata Investment Co. and received an equity interest in Sensata Investment Co. This contribution provided for a beneficial interest in Sensata Investment Company of 0.16%.


The Named Executive Officers and other officers that participated in the 2006 Purchase Plan are identified in the table below:


(Amounts in millions)



   Related Equity
Interest in


Jim Armstrong(1)

   $ 0.1    0.01%

Richard Dane

   $ 0.1    0.02%

Robert Kearney(2)

   $ 0.3    0.03%

Donna Kimmel

   $ 0.1    0.01%

Steve Major

   $ 0.0    0.00%

Martha Sullivan

   $ 0.2    0.02%

Jean-Pierre Vasdeboncoeur

   $ 0.1    0.01%

Thomas Wroe

   $ 0.6    0.06%


   $ 1.6    0.16%


(1)   Former employee of Texas Instruments.
(2)   Former employee of STI.


Transactions with a Shareholder


Some of the partners of Kirkland & Ellis LLP are partners in a partnership that invests in funds managed by advisors associated with Bain Capital and co-invested with Bain Capital in Sensata Investment Co. Through this partnership, these partners of Kirkland & Ellis LLP beneficially own less than 1% of our issued and outstanding ordinary shares. During the fiscal years 2009, 2008 and 2007, we made payments of $2.1 million, $0.8 million and $2.7 million, respectively, to Kirkland & Ellis LLP for legal services.


Share Repurchase


During fiscal year 2008, we repurchased 11,973 restricted ordinary shares from Mr. Han-Koo Kaang, a vice president, at $11.38 per share or an aggregate of $136,253.


Purchase of Outstanding Debt Securities


On June 17, 2009, a Luxembourg company indirectly owned by Bain Capital and certain of our executive officers, specifically Mr. Wroe, Ms. Sullivan and Mr. Cote, made an open market purchase of €42,300,000 in aggregate principal amount of our 11.25% Senior Subordinated Notes for an aggregate purchase price of €18,400,500. The Luxembourg company is a wholly-owned subsidiary of a Cayman Islands limited partnership, of which affiliates of Bain Capital and certain of our executive officers, specifically Mr. Wroe, Ms. Sullivan and Mr. Cote, are limited partners and Bain Capital is the general partner. The Luxembourg company continues to hold the purchased notes.


We intend to use approximately $88.8 million of the net proceeds from this offering to make a tender offer for our outstanding 11.25% Senior Subordinated Notes. As a result, the purchased notes are likely to be repurchased by us at a higher price than that paid by the Luxembourg company for the notes. See “Use of Proceeds” for more information regarding our intended uses for the net proceeds of this offering.