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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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(c)   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.

 

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 million in cash, including any 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 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. See “Description of Certain Outstanding Indebtedness.”

 

   

Approximately $2.0 million of the net proceeds to us from this offering will be used to pay fees and expenses to complete such tender offer.

 

   

Approximately $22.1 million of the net proceeds to us from this offering will be used to pay management fees associated with an advisory agreement we have with the Sponsors. See “Certain Relationships and Related Party Transactions—Advisory Agreement.”

 

   

Approximately $84.1 million of the net proceeds to us from this offering will be retained by us and used for general corporate purposes.

 

(d)   Our existing Senior Subordinated Notes are Euro-denominated with an aggregate principal amount of €314.3 million outstanding as of December 31, 2009. We converted the Senior Subordinated Notes 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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