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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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designate unrestricted subsidiaries;

 

   

sell certain kinds of assets;

 

   

enter into certain types of transactions with affiliates; and

 

   

effect mergers or consolidations.

 

These covenants are subject to a number of important qualifications and exceptions.

 

Additional Information

 

The foregoing summary of certain of the provisions of the 9% Senior Subordinated Notes Indenture is qualified in its entirety by reference to all of the provisions of the 9% Senior Subordinated Notes Indenture, which has been filed with the SEC. See “Where You Can Find More Information.”

 

11.25% Senior Subordinated Notes

 

General

 

Sensata Technologies B.V. issued 11.25% Senior Subordinated Notes (the “11.25% Senior Subordinated Notes”) under an indenture (the “11.25% Senior Subordinated Notes Indenture”), dated July 23, 2008, among itself, as issuer, The Bank of New York Mellon, as trustee (the “Trustee”), The Bank of New York (Luxembourg) S.A., as Luxembourg paying agent, and the Guarantors. The 11.25% Senior Subordinated Notes Indenture is unlimited in aggregate principal amount. As of December 31, 2009, there were $196.5 million in aggregate principal amount of 11.25% Senior Subordinated Notes outstanding. Sensata Technologies B.V. may issue an unlimited principal amount of additional notes having identical terms and conditions as the 11.25% Senior Subordinated Notes (the “Additional Senior Subordinated Notes”). Sensata Technologies B.V. will only be permitted to issue such Additional Senior Subordinated Notes if at the time of such issuance, it was in compliance with the covenants contained in the 11.25% Senior Subordinated Notes Indenture. Any Additional Senior Subordinated Notes will be part of the same issue as the currently outstanding 11.25% Senior Subordinated Notes and will vote on all matters with the holders of such 11.25% Senior Subordinated Notes. The 11.25% Senior Subordinated Notes mature on January 15, 2014, and interest on the 11.25% Senior Subordinated Notes is payable semi-annually on January 15 and July 15 of each year. The 11.25% Senior Subordinated Notes were issued in an aggregate principal amount of €141.0 million. Proceeds from the issuance of the 11.25% Senior Subordinated Notes were used to refinance amounts outstanding under an existing senior subordinated term loan, originally issued as bridge financing in connection with the Airpax acquisition. The 11.25% Senior Subordinated Notes were issued and the bridge financing was retired in a non-cash transaction.

 

Capitalized terms used in the section that are not otherwise defined have the meaning ascribed to them in the 11.25% Senior Subordinated Notes Indenture.

 

Ranking

 

The 11.25% Senior Subordinated Notes are general unsecured obligations of Sensata Technologies B.V. and rank:

 

   

subordinated in right of payment to all existing and future Senior Debt of Sensata Technologies B.V., including Sensata Technologies B.V.’s obligations under the Senior Notes and the Senior Secured Credit Facility, and to all Indebtedness and other liabilities (including trade payables) of its Subsidiaries that are not Guarantors;

 

   

are pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of Sensata Technologies B.V., including the existing 11.25% Senior Subordinated Notes, and

 

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