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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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registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as an underwriter and should not be relied upon by investors.

 

From time to time, certain of the underwriters and their affiliates have performed, and may in the future perform, various financial advisory, commercial banking, investment banking and other services for us and our affiliates in the ordinary course of their business, for which they received or will receive customary fees and expenses.

 

With respect to the offerings by Sensata Technologies B.V. of 8% Senior Notes, 9% Senior Subordinated Notes and 11.25% Senior Subordinated Notes, Morgan Stanley & Co. Incorporated, Banc of America Securities LLC, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Goldman, Sachs & Co. served as initial purchasers and placement agents.

 

With respect to Sensata Technologies B.V.’s Senior Secured Credit Facility, (1) Morgan Stanley Senior Funding, Inc., an affiliate of Morgan Stanley & Co. Incorporated, served as a joint lead arranger, a joint bookrunner and as initial lender, administrative agent, initial letter of credit issuer and initial swing line lender, (2) Banc of America Securities LLC, an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, served as a joint lead arranger and a joint bookrunner, and Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, served as syndication agent and (3) Goldman Sachs Credit Partners, L.P., an affiliate of Goldman, Sachs & Co., served as a joint lead arranger and a joint bookrunner and as documentation agent.

 

In addition, Goldman, Sachs & Co. and Goldman Sachs International will serve as dealer-managers for the tender offer to purchase our 8% Senior Notes, 9% Senior Subordinated Notes and 11.25% Senior Subordinated Notes. Such dealer-managers will receive customary fees for their services and reimbursement for expenses in connection with the tender offer. See “Use of Proceeds.”

 

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. In the ordinary course of their various business activities, the underwriters and their respective affiliates have made or held, and may in the future make or hold, a broad array of investments and may have actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may have in the past and at any time in the future hold long and short positions in such securities and instruments. Such investment and securities activities may have involved, and in the future may involve, securities and instruments of the issuer. As of February 19, 2010, (1) Morgan Stanley & Co. Incorporated and its affiliates held approximately $14.8 million and €0.3 million of our outstanding indebtedness under the Senior Secured Credit Facility, (2) Barclays Capital Inc. and its affiliates held approximately $1.3 million and €1.0 million of our outstanding indebtedness under the Senior Secured Credit Facility, approximately $0.3 million of our outstanding 8% Senior Notes, approximately €7.0 million of our outstanding 9% Senior Subordinated Notes and approximately €3.7 million of our outstanding 11.25% Senior Subordinated Notes, (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates held approximately $11.5 million of our outstanding indebtedness under the Senior Secured Credit Facility, (4) Citigroup Global Markets Inc. and its affiliates held approximately $1.0 million of our outstanding indebtedness under the Senior Secured Credit Facility, (5) Credit Suisse Securities (USA) LLC and its affiliates held approximately $0.3 million of our outstanding indebtedness under the Senior Secured Credit Facility and approximately €5.2 million of our outstanding 9% Senior Subordinated Notes and (6) Oppenheimer & Co. Inc. and its affiliates held approximately $0.1 million of our outstanding 8% Senior Notes. In addition, the underwriters and their affiliates may in the past have held greater or lesser amounts of our indebtedness under the Senior Secured Credit Facility, 8% Senior Notes, 9% Senior Subordinated Notes and 11.25% Senior Subordinated Notes.

 

Pricing of the Offering

 

Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in

 

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