Almelo, the Netherlands, 26 February 2010
Sensata Technologies B.V. (“Sensata”), a global designer and manufacturer
of sensors and controls, today announced the commencement of a cash tender
offer (the “Tender Offer”) to purchase the maximum aggregate principal
amount of its 8% Senior Notes due 2014 (the “Dollar Notes”), its 9%
Senior Subordinated Notes due 2016 (the “9% Notes”) and its 11.25% Senior
Subordinated Notes due 2014 (the “11.25% Notes” and, together with the 9%
Notes, the “Euro Notes”) that it can purchase for $350,000,000 (including
accrued interest and subject to increase, the “Maximum Payment Amount”)
at a purchase price per $1,000 principal amount with respect to the Dollar
Notes and per €1,000 with respect to the Euro Notes determined in
accordance with a modified Dutch auction procedure on the terms and
conditions set forth in the Offer to Purchase dated February 26, 2010 (the
“Offer to Purchase”). The Tender Offer will be subject to satisfaction or
waiver of certain conditions, including Sensata’s ultimate parent company,
which is currently undertaking a financing transaction, having received
sufficient net proceeds to make the payments contemplated by the Tender
Offer.
The Dollar Notes and the Euro Notes are referred to as the “Notes.” The
Notes and other information relating to the Tender Offer are listed in the
table below.
Series of Notes |
CUSIP/ISIN No(s). |
Outstanding Principal Amount |
Early Participation Payment (1) |
Total Consideration (Acceptable Bid Price Range)
(1)(2) |
8% Senior Notes due 2014….. |
81725W AC7 |
$340,006,000 |
$30.00 |
$900.00 - $1,000.00 |
9% Senior Subordinated Notes due 2016……………… |
XS0252692412
XS0252692925
XS0286076442 |
€177,315,000 |
€30.00 |
€875.00 - €975.00 |
11.25% Senior Subordinated Notes due 2014……………… |
XS0378671878
XS0378671282
XS0416176757 |
€137,000,000 |
€30.00 |
€956.25 - €1,056.25 |
(1) Per $1,000 principal amount of Dollar Notes and €1,000
principal amount of Euro Notes, as the case may be, that are accepted for
purchase.
(2) Includes the applicable Early Participation Payment referred to
below.
The total consideration payable pursuant to the Tender Offer per $1,000
principal amount of Dollar Notes or €1,000 principal amount of Euro Notes
validly tendered and accepted for purchase by Sensata will be determined
based on a formula consisting of a base price plus a clearing premium. The
base price (including the Early Participation Payment) will be equal to (i)
$900.00 for the Dollar Notes, (ii) €875.00 for the 9% Notes and
(iii) €956.25 for the 11.25% Notes. The clearing premium will be
determined by consideration of the “bid price” specified by each holder
that tenders Notes into the Tender Offer, which represents the minimum
consideration such holder is willing to receive for those Notes. Each bid
price must fall within the acceptable bid price range specified in the table
above.
The clearing premium applicable to Notes of all series will be the lowest
single premium at which Sensata will be able to spend the Maximum Payment
Amount by accepting all validly tendered Notes with bid premiums (the amount
by which each bid price exceeds the base price) equal to or lower than the
clearing premium. If the aggregate amount of Notes validly tendered (and not
withdrawn) at or below the clearing premium would cause Sensata to spend more
than the Maximum Payment Amount, then holders of the Notes tendered at the
clearing premium will be subject to proration as described in the Offer to
Purchase.
Provisions Subject to the Tender Offer
Sensata will pay accrued and unpaid interest on all Notes tendered and
accepted for payment in the Tender Offer from the last interest payment date
to, but not including, the date on which the Notes are purchased.
Each holder of Notes who validly tenders (and does not withdraw) his or her
Notes on or prior to 5:00 P.M., New York City time, on March 11, 2010, unless
such time and date is extended by Sensata (the “Early Participation
Date”), will receive an early participation payment of $30.00 per $1,000
principal amount of Dollar Notes or €30.00 for each €1,000 principal
amount of Euro Notes in the Tender Offer (the “Early Participation
Payment”). Holders tendering their Notes in the Tender Offer after the
Early Participation Date will not be eligible to receive the Early
Participation Payment.
The Tender Offer is scheduled to expire at 11:59 P.M., New York City time, on
March 25, 2010, unless such time and date is extended or earlier terminated
by Sensata (the “Expiration Date”).
Tendered Notes may be withdrawn at any time on or prior to 5:00 P.M., New
York City time, on March 11, 2010, unless such time and date is extended by
Sensata (the “Withdrawal Date”). Holders of Notes who tender their Notes
after the Withdrawal Date, but on or prior to the Expiration Date, may not
withdraw the Notes tendered.
The Tender Offer is conditioned upon the satisfaction or waiver of certain
conditions as described in the Offer to Purchase. Subject to applicable law,
Sensata may also terminate the Tender Offer at any time prior to the
applicable Expiration Date in its sole discretion.
Additional Information
Sensata has retained Goldman, Sachs & Co. and Goldman Sachs
International to act as the dealer managers for the Tender Offer. With
respect to the Dollar Notes, Global Bondholder Services Corporation is the
Information Agent and Depositary for the Tender Offer. With respect to the
Euro Notes, Lucid Issuer Services Limited is the Information Agent and Tender
Agent for the Tender Offer. Questions regarding the Tender Offer should be
directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or
(212) 902-5183 (collect). Requests for documentation relating to the
Tender Offer with respect to the Dollar Notes should be directed to Global
Bondholder Services Corporation at (866) 387-1500 (toll-free) or (212)
430-3774 (banks and brokers only). Requests for documentation relating to
the Tender Offer with respect to the Euro Notes should be directed to Lucid
Issuer Services Limited at +44 (20) 7704-0880.
This announcement is for informational purposes only. This announcement is
not an offer to purchase or a solicitation of an offer to purchase with
respect to any Notes. The Tender Offer is being made solely pursuant to the
Offer to Purchase and related documents. The Tender Offer is not being made
to holders of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or other
laws of such jurisdiction. In any jurisdiction in which the securities laws
or blue sky laws require the Tender Offer to be made by a licensed broker or
dealer, the Tender Offer will be deemed to be made on behalf of Sensata by
the dealer manager, if the dealer manager is a licensed broker or dealer
under the laws of such jurisdiction, or by one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
About Sensata
Sensata Technologies B.V. is one of the world’s leading suppliers of
sensing, electrical protection, control and power management solutions.
Owned by affiliates of Bain Capital Partners, LLC, a leading global private
investment firm, and its co-investors, Sensata employs approximately 9,500
people in nine countries. Our products improve safety, efficiency and comfort
for millions of people every day in automotive, appliance, aircraft,
industrial, military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications. For more
information, please visit our web site at www.sensata.com.
Contacts:
For Investors:
Maggie Morris
1-508-236-1069
investors@sensata.com
www.sensata.com
For News Media:
Linda Megathlin
1-508-236-1761
lmegathlin@sensata.com
www.sensata.com
Sensata Safe Harbor Statement
Some of the statements in this news release constitute “forward-looking
statements” that do not directly or exclusively relate to historical facts.
The forward-looking statements made in this release reflect Sensata’s
intentions, plans, expectations, assumptions and beliefs about future events
and are subject to risks, including known and unknown risks. Detailed
information about some of the known risks is included in Sensata’s annual
report on Form 10-K for the year ended December 31, 2009 and Sensata’s
other periodic reports filed with the U.S. Securities and Exchange
Commission. Because actual results could differ materially from Sensata’s
intentions, plans, expectations, assumptions and beliefs about the future,
you are urged to view all forward-looking statements contained in this news
release with caution. Sensata does not undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.