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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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are senior in right of payment to all future Subordinated Indebtedness of Sensata Technologies B.V., if any.

 

In the event of bankruptcy, liquidation, reorganization or other winding up of Sensata Technologies B.V. or its subsidiary guarantors or upon a default in payment with respect to, or the acceleration of, any indebtedness under the Senior Secured Credit Facility, the 8% Senior Notes or other secured indebtedness, the assets of Sensata Technologies B.V. and its subsidiary guarantors that secure secured indebtedness will be available to pay obligations on the 11.25% Senior Subordinated Notes and the subsidiary guarantees only after all indebtedness under the Senior Secured Credit Facility, other secured indebtedness and the 8% Senior Notes has been repaid in full from such assets.

 

Note Guarantees

 

The Guarantors have jointly and severally, unconditionally guaranteed on a senior subordinated basis Sensata Technologies B.V.’s obligations under the 11.25% Senior Subordinated Notes and all of its obligations under the 11.25% Senior Subordinated Notes Indenture. Such subsidiary guarantors have agreed to pay, in addition to the amount stated above, any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the holders of 11.25% Senior Subordinated Notes in enforcing any rights under the note guarantees. The obligations of each Guarantor are general unsecured obligations of such Guarantor and rank:

 

   

subordinated in right of payment to all existing and future Senior Debt of such Guarantor;

 

   

pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor; and

 

   

senior in right of payment to all future Subordinated Indebtedness of such Guarantor, if any.

 

The Indenture permits Sensata Technologies B.V. and the Guarantors to incur additional Senior Debt or Guarantor Senior Debt (as applicable). The obligations of each Guarantor under its subsidiary guarantee is limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance or fraudulent transfer under or similar laws affecting the rights of creditors generally.

 

Redemptions

 

Sensata Technologies B.V. may redeem some or all of the 11.25% Senior Subordinated Notes on or after January 15, 2010 at the redemption prices listed below, plus accrued interest.

 

Year

   Percentage  

2010

   105.625

2011

   102.813

2012 and thereafter

   100.000

 

If certain changes in the law of any relevant taxing jurisdiction become effective that would impose withholding taxes or other deductions on the payments on the 11.25% Senior Subordinated Notes or the guarantees, Sensata Technologies B.V. may redeem the 11.25% Senior Subordinated Notes of that series in whole, but not in part, at any time, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, if any, and additional amounts, if any, to the date of redemption.

 

Upon a change of control, Sensata Technologies B.V. will be required to make an offer to purchase the 11.25% Senior Subordinated Notes then outstanding at a purchase price equal to 101% of their principal amount, plus accrued interest to the date of repurchase.

 

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