8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 8, 2021

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of Registrant as specified in its charter)

England and Wales	001-34652	98-1386780
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

529 Pleasant Street

Attleboro, Massachusetts 02703, United States

(Address of Principal executive offices, including Zip Code)

+1(508) 236 3800

(Registrant's telephone number, including area code) 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary Shares - nominal value €0.01 per share	ST	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Safe Harbor Statement

This Current Report on Form 8-K (“Form 8-K”) is being filed by Sensata Technologies Holding plc (the “Company”), a public limited company incorporated under the laws of England and Wales, which, collectively with its wholly owned subsidiaries, is referred to herein as “Sensata,” “we,” “our,” or “us.” Statements in this Form 8-K that are not historical facts, such as those identified by the use of words “anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “should,” “would,” and similar expressions, are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the use of proceeds from the sale and issuance of the Additional Notes (as defined below). By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risks and uncertainties include, but are not limited to, changes in our strategic priorities, unanticipated demands on our capital resources, new opportunities that may arise, such as acquisition opportunities, and other decisions we may make regarding the deployment of capital. Detailed information about these and other risks is included in our Annual Report on Form 10-K for the year ended December 31, 2020 and our other reports filed with the Securities and Exchange Commission. Because actual results could differ materially from our intentions, plans, expectations, assumptions and beliefs about the future, you are urged to view all forward-looking statements contained in this Form 8-K with caution. Except as required by applicable law, we do not undertake any obligation to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 8.01 Other Events.

On April 8, 2021 (the “Closing Date”), Sensata Technologies, B.V. (“STBV”), an indirect, wholly owned subsidiary of the Company, completed the issuance and sale of an additional $250.0 million in aggregate principal amount of STBV’s 4.000% senior notes due 2029 (the “Additional Notes”). The Additional Notes were priced at 100.75%.

The Company intends to use the net proceeds from the issuance and sale of the Additional Notes for general corporate purposes, which may include working capital, capital expenditures, the acquisition of other companies, businesses or assets, strategic investments, the refinancing or repayment of debt, and share repurchases.

The Additional Notes were issued pursuant to the Indenture, dated as of March 29, 2021, among STBV, the guarantors named therein (the “Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of April 8, 2021 (the “Supplemental Indenture”), among STBV, the Guarantors and the Trustee. The Additional Notes are consolidated and form a single class with the $750.0 million aggregate principal amount of these notes that were issued by STBV on March 29, 2021 (the “Initial Notes”). The Additional Notes have the same terms as the Initial Notes, other than with respect to the date of issuance and the issue price.

The offer and sale of the Additional Notes have not been registered under the Securities Act of 1933, as amended, and, unless so registered, the Additional Notes may not be offered or sold in the United States without an applicable exemption from the registration requirements of that act.

A copy of the Supplemental Indenture is attached as Exhibit 4.1 to this Form 8-K and is incorporated by reference herein. The description of the material terms of the Supplemental Indenture is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
4.1	Supplemental Indenture, dated as of April 8, 2021, among Sensata Technologies B.V., the Guarantors named therein, and The Bank of New York Mellon, as Trustee.
104	Cover Page Interactive Data File (embedded within Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENSATA TECHONOLOGIES HOLDING PLC
	By:	/s/ Maria Freve
Date: April 9, 2021		Name: Maria Freve
		Title: Vice President and Chief Accounting Officer

EX-4.1

Exhibit 4.1

EXECUTION VERSION

Sensata Technologies B.V.

AND

THE GUARANTORS NAMED HEREIN

$250,000,000

4.000% SENIOR NOTES DUE 2029

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 8, 2021

THE BANK OF NEW YORK MELLON

Trustee

TABLE OF CONTENTS

		Page
	Article 1 Indenture and definitions
Section 1.01.	Provisions of the Indenture	1
Section 1.02	Definitions	2
	Article 2 THE NOTES
Section 2.01	The Notes	2
	Article 3 MISCELLANEOUS PROVISIONS
Section 3.01	Consent to Service; Jurisdiction; Governing Law; Currency	3
Section 3.02	Waiver of Jury Trial	3
Section 3.03	Severability of Invalid Provisions	3
Section 3.04	Execution in Counterparts	3
Section 3.05	Certain Matters	4

i

FIRST SUPPLEMENTAL INDENTURE dated as of April 8, 2021 among Sensata Technologies B.V., a private company with limited liability incorporated under Dutch law (the “Issuer”), the Guarantors party to the Indenture referenced below, and The Bank of New York Mellon, a New York banking corporation, as Trustee under the Indenture referenced below, to the Indenture referenced below.

WHEREAS, the Issuer, the Guarantors and BNYM, as Trustee, entered into an Indenture dated as of March 29, 2021 (the “Indenture”) to establish and issue $750,000,000 in aggregate principal amount of the Issuer’s 4.000% Senior Notes due 2029 (the “Initial Notes”);

WHEREAS, the Indenture provides for the issuance by the Issuer from time to time thereunder, without the consent of the Holders, of Additional Notes of the same series as the Initial Notes and with terms and conditions identical to those of the Initial Notes (except for, as applicable, the issue date, the issue price, the interest accrual date and/or the initial interest payment date thereof), which Additional Notes will be consolidated and form a single class with the Initial Notes for all purposes under the Indenture;

WHEREAS, the Issuer desires to issue an additional $250,000,000 in aggregate principal amount of its 4.000% Senior Notes due 2029 as Additional Notes under the Indenture as supplemented hereby (the “Additional Notes” and, together with the Initial Notes, the “Notes”), the terms and provisions of which Additional Notes are to be as specified in the Indenture and this First Supplemental Indenture, and the Guarantors desire to Guarantee the obligations of the Issuer with respect thereto, as provided in Article 10 of the Indenture;

WHEREAS, the Issuer and the Guarantors have duly authorized the execution and delivery of this First Supplemental Indenture to authorize the issuance of the Additional Notes under the Indenture and the provision of the Guarantors’ Guarantees thereof, as applicable; and

WHEREAS, all actions of the Issuer and the Guarantors necessary to make this First Supplemental Indenture a valid agreement of the Issuer and the Guarantors, in accordance with the terms hereof and of the Indenture, have been done.

NOW, THEREFORE, for and in consideration of the premises and the purchase and acceptance of the Additional Notes by the Holders thereof, the Issuer and the Guarantors covenant and agree with the Trustee as follows:

Article 1

Indenture and definitions

Section 1.01.          Provisions of the Indenture

Except as otherwise expressly provided herein, all of the definitions, provisions, terms and conditions of the Indenture shall remain in full force and effect. The Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, and the Indenture and this First Supplemental Indenture shall be read, taken and considered as one and the same instrument for all purposes, and every Holder of an Additional Note authenticated and delivered under the Indenture as supplemented by this First Supplemental Indenture shall be bound hereby and thereby. Notwithstanding any other provision of this Section 1.01, the Indenture or this First Supplemental Indenture to the contrary, to the extent any provision of this First Supplemental Indenture or any Additional Note issued hereunder shall conflict with any provision of the Indenture, the provisions of this First Supplemental Indenture shall govern.

1

Section 1.02          Definitions

For all purposes of this First Supplemental Indenture and the Additional Notes, except as otherwise expressly provided herein or unless the subject matter or context otherwise requires:

(a)            any reference to an “Article” or a “Section” refers to an Article or Section, as the case may be, of this First Supplemental Indenture;

(b)the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this First Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision;

(c)all defined terms used in this First Supplemental Indenture that are defined in the Indenture and not defined in this First Supplemental Indenture have the meanings assigned to them in the Indenture; and

(d)the term “Notes”, as defined in the Indenture and as used therein (including in any definition therein), shall include the Additional Notes in addition to the Initial Notes.

Article 2

THE ADDITIONAL NOTES

Section 2.01          The Additional Notes

(a)Pursuant to Section 2.02 of the Indenture, there is hereby authorized the issuance of $250,000,000 in aggregate principal amount of the Issuer’s 4.000% Senior Notes due 2029, which amount shall be specified in the Authentication Order for the Additional Notes pursuant to Section 2.02 of the Indenture. The principal of the Additional Notes shall be due and payable at the Stated Maturity of the principal of the Initial Notes.

(b)The Additional Notes will be part of the same series as the Initial Notes and will be consolidated with and form a single class with the Initial Notes for all purposes under the Indenture, including, but not limited to, for purposes of voting with respect to consents, waivers and amendments regarding the Indenture or the Notes and redemptions of and offers to purchase the Notes.

2

(c)The Additional Notes will be in the form set forth in the Indenture and will have identical terms (other than issue date and issue price).

(d)Each Guarantor, by its execution hereof, affirms its Note Guarantee as provided in Article 10 of the Indenture with respect to the Additional Notes and acknowledges and agrees that it shall execute a Notation of Guarantee with respect to the Additional Notes to Guarantee the Issuer’s obligations under the Additional Notes as required by the Indenture.

(e)The Issuer confirms its appointment of the Trustee to act as the Registrar and Paying Agent with respect to the Additional Notes as provided in Section 2.03 of the Indenture, and the Trustee confirms its acceptance of such appointment.

Article 3

MISCELLANEOUS PROVISIONS

Section 3.01          Consent to Service; Jurisdiction; Governing Law; Currency

Sections 12.08, 12.09(a) and 12.11 of the Indenture are incorporated herein by reference and shall apply, mutatis mutandis, hereto and to the subject matter hereof.

Section 3.02          Waiver of Jury Trial

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE INDENTURE, THIS FIRST SUPPLEMENTAL INDENTURE, THE NOTES, THE NOTE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 3.03          Severability of Invalid Provisions

In case any provision in this First Supplemental Indenture or in the Additional Notes is invalid, illegal or unenforceable, then (to the extent permitted by applicable law) the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 3.04           Execution in Counterparts

This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this First Supplemental Indenture by facsimile or in electronic format shall be effective as delivery of a manually executed counterpart of this First Supplemental Indenture.

3

Section 3.05          Certain Matters

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of the Additional Notes and the Guarantors’ Notes Guarantees and Notations of Guarantee with respect thereto, all of which are made solely by the Issuer and the Guarantors, as applicable.

[Signatures on following page]

4

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed on their respective behalves, all as of the date first written above.

ISSUER:

SENSATA TECHNOLOGIES B.V., as Issuer

By: /s/ Gerrit H. Ensing

Name:	Gerrit H. Ensing
Title:	Director

[Signature Page to First Supplemental Indenture]

GUARANTORS:

Sensata Technologies, Inc.

BEI NORTH AMERICA LLC

cRYDOM, INC.

CUSTOM SENSORS & tECHNOLOGIES, iNC.

cUSTOM SENSORS & tECHNOLOGIES us CORPORATION

cUSTOM SENSORS & tECHNOLOGIES us llc

kAVLICO CORPORATION

NEWALL ELECTRONICS INC., each as guarantor

By: /s/ Paul Vasington

Name:	Paul Vasington
Title:	EVP and Chief Financial Officer

sensata technologies us, llc

sensata technologies us ii, llc, each as Guarantor

By:	/s/ Paul Vasington
	Name:	Paul Vasington
	Title:	Manager

sti holdco, inc., as Guarantor

By: /s/ Paul Vasington

Name:	Paul Vasington
Title:	Director

[Signature Page to First Supplemental Indenture]

cdi netherlands B.V.

sensata technologies holding company mexico, b.v.

sensata technologies holland b.v., each as Guarantor

By: /s/ Gerrit H. Ensing

Name:	Gerrit H. Ensing
Title:	Director

Sensata technologies bulgaria eood, as a Guarantor

By: /s/ Gerrit H. Ensing

Name:	Gerrit H. Ensing
Title:	Director

[Signature Page to First Supplemental Indenture]

Sensata technologies bERMUDA ltd., as a Guarantor

By: /s/ George Verras

Name:	George Verras
Title:	Director

[Signature Page to First Supplemental Indenture]

Signed by Frank E. DeVita (name of director)
for and on behalf of	/s/ Frank E. DeVita
AUGUST UK HOLDCO LIMITED, as Guarantor	Director
Signed by Frank E. DeVita (name of director)
for and on behalf of	/s/ Frank E. DeVita
CUSTOM SENSORS & TECHNOLOGIES NEWCO LTD., as Guarantor	Director
Signed by Frank E. DeVita (name of director)
for and on behalf of	/s/ Frank E. DeVita
SENSATA TECHNOLOGIES UK FINANCING CO. PLC, as Guarantor	Director
Signed by Frank E. DeVita (name of director)
for and on behalf of	/s/ Frank E. DeVita
ST SCHRADER HOLDING COMPANY UK LIMITED, as Guarantor	Director

[Signature Page to First Supplemental Indenture]

 

Sensata technologies JAPN lIMITED., as a Guarantor
By:	/s/ Song Changhwan
	Name:	Song Changhwan
	Title:	Representative Director

[Signature Page to First Supplemental Indenture]

AUGUST BRAZIL HOLDING COMPANY
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 168084,
as Guarantor
By:	/s/ Joseph Barberia
	Name:	Joseph Barberia
	Title:	Manager (Class A)
august brazil holding company
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 168084,
as Guarantor
By:	/s/ Dylan Davies
	Name:	Dylan Davies
	Title:	Manager (Class B)

[Signature Page to First Supplemental Indenture]

august lux holding company
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 167704,
as Guarantor
By:	/s/ Joseph Barberia
	Name:	Joseph Barberia
	Title:	Manager (Class A)
august lux holding company
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 167704,
as Guarantor
By:	/s/ Dylan Davies
	Name:	Dylan Davies
	Title:	Manager (Class B)

[Signature Page to First Supplemental Indenture]

 

august luxUK holding company
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 167757,
as Guarantor
By:	/s/ Joseph Barberia
	Name:	Joseph Barberia
	Title:	Manager (Class A)
august luxUK holding company
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 167757,
as Guarantor
By:	/s/ Dylan Davies
	Name:	Dylan Davies
	Title:	Manager (Class B)

[Signature Page to First Supplemental Indenture]

 

ST august lux company S.A.R.L.
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 192229,
as Guarantor
By:	/s/ Joseph Barberia
	Name:	Joseph Barberia
	Title:	Manager (Class A)
ST august lux company S.A.R.L.
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 192229,
as Guarantor
By:	/s/ Dylan Davies
	Name:	Dylan Davies
	Title:	Manager (Class B)

[Signature Page to First Supplemental Indenture]

ST august lux intermediate holdco S.A.R.L.
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 192214,
as Guarantor
By:	/s/ Joseph Barberia
	Name:	Joseph Barberia
	Title:	Manager (Class A)

ST august lux intermediate holdco S.A.R.L.
Société à responsabilité limitée
Registered office: 12E, rue Guillaume Kroll,
L-1882 Luxembourg
Luxembourg R.C.S.: B 192214,
as Guarantor
By:	/s/ Dylan Davies
	Name:	Dylan Davies
	Title:	Manager (Class B)

[Signature Page to First Supplemental Indenture]

THE BANK OF NEW YORK MELLON, as Trustee, Registrar and Paying Agent
By:	/s/ Wanda Camacho
	Name: Wanda Camacho
	Title:    Vice President

[Signature Page to First Supplemental Indenture]

XML

Cover	Apr. 08, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 08, 2021
Entity File Number	001-34652
Entity Registrant Name	SENSATA TECHNOLOGIES HOLDING PLC
Entity Central Index Key	0001477294
Entity Tax Identification Number	98-1386780
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	529 Pleasant Street
Entity Address, City or Town	Attleboro
Entity Address, State or Province	MA
Entity Address, Country	US
Entity Address, Postal Zip Code	02703
City Area Code	508
Local Phone Number	236 3800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares - nominal value €0.01 per share
Trading Symbol	ST
Security Exchange Name	NYSE
Entity Emerging Growth Company	false