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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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Table of Contents

USE OF PROCEEDS

 

We estimate that the net proceeds from the issuance and sale by us of 26,315,789 ordinary shares in this offering will be approximately $458.3 million, based upon an assumed initial public offering price of $19.00 per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover of this prospectus, would increase or decrease the net proceeds to us in this offering by approximately $24.7 million, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same.

 

We currently intend to use the net proceeds to us from this offering for the following purposes and in the following amounts:

 

   

Approximately $350.0 million of the net proceeds to us from this offering will be used to repay a portion of our outstanding indebtedness, including any redemption premiums or discounts and accrued interest. See “Capitalization.”

 

Specifically, we commenced a tender offer on February 26, 2010 to purchase the maximum principal amount of our 8% Senior Notes, 9% Senior Subordinated Notes and 11.25% Senior Subordinated Notes that we can acquire for an aggregate of $350.0 million in cash, including redemption premiums or discounts and accrued interest. The tender offer is structured as a modified “Dutch” auction in which the holders of such notes that elect to participate in such offer must specify the minimum price that each would be willing to receive in exchange for each $1,000 or €1,000, as applicable, within a specific minimum and maximum price range set forth in the tender offer materials. Based on such specified prices, we will determine the lowest single premium for all tenders across each series such that we are able to spend an aggregate of $350.0 million. The price ranges that we offered with respect to each series of the notes were determined at the time we commenced the offer based in large part on the recent bid and asked prices of such notes in the over-the-counter market. The amount of notes that we will purchase in the tender offer within each series of notes will depend ultimately on the prices specified by the holders within each specified price ranges. The price range we offered in the tender offer for the 8% Senior Notes is 90.00% to 100.00%, the 9% Senior Subordinated Notes is 87.50% to 97.50%, and the 11.25% Senior Subordinated Notes is 95.63% to 105.63%, of the respective aggregate principal amounts. We have estimated that the tender offer will result in the repurchase of $153.7 million in aggregate principal amount of the 8% Senior Notes, $114.9 million in aggregate principal amount of the 9% Senior Subordinated Notes and $88.8 million in aggregate principal amount of the 11.25% Senior Subordinated Notes, which implies an overall repurchase price equal to approximately 95.59% of the aggregate principal amount of such notes. In calculating these amounts, we assumed that we would repurchase approximately 45.2% of each outstanding series of notes at a repurchase price equal to the mid-point of each of the price ranges listed above. Each 1.0% change in our assumed overall repurchase price of 95.59% of the aggregate principal amount of such notes would increase or decrease the principal amount of 8% Senior Notes, 9% Senior Subordinated Notes and 11.25% Senior Subordinated Notes that we repurchase in the tender offer by $1.6 million, $1.2 million and $0.9 million, respectively. We do not believe that any such changes from the estimates set forth above with respect to the aggregate principal amount of each series of notes that will be repurchased in the tender offer will be material to us in terms of having a material impact on our future aggregate level of indebtedness, future interest expense, amortization requirements, scheduled maturities, the terms of the covenants applicable to us or on the overall composition of the holders of such notes. In addition, we expect to pay approximately $8.4 million in accrued interest on the portion of our indebtedness that we intend to repurchase. The tender offer is subject to the completion of this offering. Our 8% Senior Notes, 9% Senior Subordinated Notes and 11.25% Senior Subordinated Notes mature on May 1, 2014,

 

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