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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

UNDERWRITING

 

Under the terms and subject to the conditions contained in an underwriting agreement to be dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated and Barclays Capital Inc. are acting as representatives, will severally agree to purchase, and we and the selling shareholders will agree to sell to them, severally, the number of ordinary shares indicated below:

 

Name

   Number of
Ordinary Shares

Morgan Stanley & Co. Incorporated

  

Barclays Capital Inc.

  

Goldman, Sachs & Co. 

  

Merrill Lynch, Pierce, Fenner & Smith

                 Incorporated

  

J.P. Morgan Securities Inc.

  

Citigroup Global Markets Inc.

  

Credit Suisse Securities (USA) LLC

  

BMO Capital Markets Corp.

  

Oppenheimer & Co. Inc.

  

RBC Capital Markets Corporation

  
    

Total

   31,600,000
    

 

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the ordinary shares subject to their acceptance of the ordinary shares from us and the selling shareholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ordinary shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the ordinary shares offered by this prospectus if any such ordinary shares are taken. However, the underwriters are not required to take or pay for the ordinary shares covered by the underwriters’ option described below. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

 

The underwriters initially propose to offer part of the ordinary shares directly to the public at the public offering price listed on the cover page of this prospectus and part to certain dealers (which may include the underwriters, at such offering price less a selling concession not in excess of $     per share). After the initial offering of the ordinary shares, the offering price and other selling terms may from time to time be varied by the representatives.

 

The underwriters have an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of 4,740,000 additional ordinary shares from the selling shareholders, at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option if they sell more ordinary shares than the total number of ordinary shares set forth in the table above. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ordinary shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of ordinary shares listed next to the names of all underwriters in the preceding table.

 

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