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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

CAPITALIZATION

 

The following table sets forth as of December 31, 2009:

 

   

our capitalization on an actual basis; and

 

   

our capitalization on an as adjusted basis to give effect to (i) the issuance of 26,315,789 shares in this offering; (ii) the issuance of 354,002 ordinary shares upon the exercise of stock options by the selling shareholders in connection with this offering; and (iii) the receipt of the estimated net proceeds from this offering based on an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and the application of such net proceeds as described under “Use of Proceeds.”

 

The information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus. Amounts in the table below have been calculated based on unrounded numbers. Accordingly, certain amounts may not add to the totals due to the effect of rounding.

 

     As of December 31, 2009  
     Actual     As Adjusted  
    

(in millions,

except share data)

 
     (unaudited)  

Long-term debt, including current maturities:

    

Senior Secured Credit Facility:

    

Revolving credit facility(a)

   $ —        $ —     

Term loan facility(b)

     1,468.1        1,468.1   

Capital lease and other financing obligations

     41.9        41.9   

Senior Notes

     340.0        186.3 (c) 

Senior Subordinated Notes(d)

     450.8        247.1 (c) 
                

Total debt

     2,300.8        1,943.4   

Shareholders’ equity:

    

Ordinary shares, €0.01 nominal value per share; 175,000,000 shares authorized, 144,068,541 shares issued, actual; 400,000,000 shares authorized, 170,738,332 shares issued, as adjusted

     1.8        2.2   

Treasury shares, at cost, 11,973 shares, actual and as adjusted

     (0.1     (0.1

Additional paid-in capital

     1,050.4        1,518.6   

Accumulated deficit

     (627.7 )     (654.9

Accumulated other comprehensive loss

     (37.2     (37.2
                

Total shareholders’ equity

     387.2        828.5   
                

Total capitalization

   $ 2,688.0      $ 2,771.9   
                

 

(a)   Our revolving credit facility provides for up to $150.0 million of borrowings to fund our working capital needs.
(b)   Our term loan facility includes a Euro-denominated term loan in an aggregate principal amount of €384.4 million as of December 31, 2009. We converted this term loan into U.S. dollars as of December 31, 2009, using an exchange rate of $1.43 = €1.00. On February 15, 2010, the exchange rate was $1.36 = €1.00.

 

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