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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

A summary of the restricted securities activity as of and for the years ended December 31, 2008 and 2009 is as follows:

 

     Ordinary Shares     Weighted-Average
Grant-Date
Fair Value

Balance as of December 31, 2007

   91,023      $ 6.85

Granted shares

   —          —  

Forfeitures

   —          —  

Repurchases

   (11,973     6.85
        

Balance as of December 31, 2008

   79,050        6.85

Granted shares

   380,900        17.48

Forfeitures

   —          —  
        

Balance as of December 31, 2009

   459,950      $ 15.65
            

Restrictions lapsed as of December 31, 2009

   26,932      $ 6.85

 

The restricted security aggregate intrinsic value information as of December 31, 2009, 2008 and 2007 is presented below. The expected to vest restricted securities are the sum of vested restricted securities and the result of applying the forfeiture rate assumption to total unvested restricted securities.

 

     December 31,
2009
   December 31,
2008
   December 31,
2007

Vested and outstanding

   $ 539    $ 306    $ 443

Expected to vest

   $ 8,258    $ 900    $ 1,036

 

The weighted-average remaining periods over which the restrictions will lapse, expressed in years, as of December 31, 2009, 2008 and 2007 are as follows:

 

     December 31,
2009
   December 31,
2008
   December 31,
2007

Outstanding

   4.6    *    1.4

Expected to vest

   4.6    *    1.4

 

  *   Reflects less than one year remaining

 

15. Shareholders’ Equity

 

The authorized share capital of the Company consists of 175,000,000 ordinary shares with a nominal value of €0.01 per share, of which 144,068,541 ordinary shares were issued and 144,056,568 were outstanding as of December 31, 2009.

 

Upon the close of the Sensata Acquisition, the Sponsors contributed $985.0 million to the Parent. The Parent, in turn, contributed these proceeds to the Company and in exchange received 31,636,360 Ordinary Shares, €0.01 nominal value per share, and €616,909 of DPCs. The DPCs were issued as debt and provided the holder with a 14% yield on the principal amount. As a result, the DPCs were classified as long-term debt as of April 27, 2006 (inception) and the accrued yield was recognized as interest expense. In addition, the DPCs and the related yield were remeasured into the U.S. dollar equivalent at the end of each reporting period with the difference recorded as currency gain or loss. For the period from April 27, 2006 (inception) to September 21, 2006, the Company recorded DPCs-related interest expense of $44,581 and a foreign currency loss on remeasurement of the DPCs and accrued yield of $13,442.

 

As discussed in Note 14, in May 2006 the Company granted 20,025 restricted ordinary shares and 390,487 DPCs to certain members of the Company’s management.

 

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