Sensata Technologies Announces Waiver of Certain Conditions to Its Pending Tender Offers for Its 8% Senior Notes Due 2014 and Its 9% Senior Subordinated Notes Due 2016
ALMELO, Netherlands, May 11, 2011 /PRNewswire/ -- Sensata Technologies Holding N.V.
('Sensata'), a global designer and manufacturer of sensors and controls, today announced that its wholly-owned subsidiary, Sensata Technologies B.V. (the 'Issuer'), has waived the following conditions to its previously announced cash tender offers and consent solicitations with respect to all of the Issuer's outstanding 8% Senior Notes due 2014 (the 'Dollar Notes') and 9% Senior Subordinated Notes due 2016 (the 'Euro Notes' and together with the Dollar Notes, the 'Notes'): (i) the receipt of the requisite consents necessary to adopt proposed amendments to each indenture governing the Notes (the 'Proposed Amendments') and (ii) the execution of the supplemental indentures giving effect to the Proposed Amendments.(Logo: http://photos.prnewswire.com/prnh/20070227/CLTU192LOGO )
The principal purpose of the consent solicitations and the Proposed Amendments is (i) to eliminate substantially all of the restrictive covenants, (ii) to eliminate or modify certain events of default and (iii) to eliminate or modify related provisions contained in the indentures governing the Notes. In order for the Proposed Amendments to be effective with respect to an applicable series of Notes, holders of at least a majority of the outstanding aggregate principal amount of such series of Notes must consent to the Proposed Amendments. Holders who tender Notes are obligated to consent to the Proposed Amendments and holders may not deliver consents without tendering the related Notes.
Each holder who validly tenders and does not subsequently validly withdraw its Notes and delivers and does not subsequently validly revoke its consent to the Proposed Amendments with respect to such Notes prior to 5:00 p.m., New York City time, on May 11, 2011, unless extended (the 'Consent Date'), will receive (i) with respect to the Dollar Notes accepted for purchase by the Issuer, Total Consideration of $1,022.50 per $1,000 principal amount of such Notes, which includes $992.50 as the Tender Offer Consideration and $30.00 as a Consent Payment, and (ii) with respect to the Euro Notes accepted for purchase by the Issuer, Total Consideration of 1,048.75 euro per 1,000 euro principal amount of such Notes, which includes 1,018.75 euro as the Tender Offer Consideration and 30.00 euro as a Consent Payment. In addition, accrued interest up to, but not including, the Applicable Payment Date of the Notes will be paid in cash on all validly tendered and accepted Notes.
Each of the tender offers is scheduled to expire at 11:59 p.m., New York City time, on May 25, 2011, unless extended (the 'Expiration Date'). Tendered Notes may be withdrawn and consents may be revoked at any time prior to 5:00 p.m., New York City time, on May 11, 2011, unless extended (the 'Withdrawal Date'), but not thereafter. Holders who validly tender their Notes and deliver their consents after the Consent Date will receive only the Tender Offer Consideration applicable to such Notes and will not be entitled to receive a Consent Payment if such Notes are accepted for purchase pursuant to the tender offers.
The Issuer reserves the right, at any time or times following the Consent Date but prior to the Expiration Date, to accept for purchase all of the Dollar and/or the Euro Notes (each such time, the 'Early Acceptance Time') validly tendered prior to the Early Acceptance Time. If the Issuer exercises this option, it will pay the Total Consideration for the Dollar Notes and/or the Euro Notes, as applicable, accepted for purchase at the Early Acceptance Time on a date (each such date, the 'Early Payment Date') promptly following the Early Acceptance Time. The Issuer will also pay on the Early Payment Date accrued and unpaid interest up to, but not including, the Early Payment Date on the Notes accepted for purchase at the Early Acceptance Time. The Issuer currently expects that the Early Payment Date will be May 12, 2011.
Except as amended hereby, the tender offers and consent solicitations remain subject to all of the terms and subject to the conditions set forth in the related Offer to Purchase and Consent Solicitation Statement dated April 28, 2011 (the 'Offer to Purchase').
The Issuer's obligation to accept for purchase and to pay for the Notes validly tendered (and not validly withdrawn) and consents validly delivered (and not validly revoked), pursuant to the Offer to Purchase, will continue to be subject to, and conditioned upon, certain conditions, including: (a) the receipt by the Issuer of the proceeds from a previously announced issuance of new senior notes; (b) the effectiveness of a previously announced new senior secured credit facility; and (c) the satisfaction of other general conditions set forth in the Offer to Purchase.
Subject to the remaining terms and conditions of the tender offers and consent solicitations, the Issuer will, following the Expiration Date, accept for purchase all the Dollar Notes and/or the Euro Notes (such time, the 'Final Acceptance Time') validly tendered prior to the Expiration Date (or if the Issuer has exercised its early purchase option described above, all the Dollar Notes and/or the Euro Notes, as applicable, validly tendered after the Early Acceptance Time and prior to the Expiration Date). The Issuer will pay the applicable Total Consideration or Tender Offer Consideration, as the case may be, for the Dollar Notes and the Euro Notes accepted for purchase at the Final Acceptance Time on a date (each such date, the 'Final Payment Date') promptly following the Final Acceptance Time. The Issuer will also pay on the Final Payment Date accrued and unpaid interest up to, but not including, the Final Payment Date on the Notes accepted for purchase at the Final Acceptance Time. The Issuer currently expects that the Final Payment Date will be May 26, 2011.
Any Notes not tendered and purchased pursuant to the tender offers will remain outstanding, and, to the extent that the requisite consents are received, the holders thereof will be bound by the Proposed Amendments contained in the applicable supplemental indenture even though they have not consented to the Proposed Amendments.
None of Sensata's or the Issuer's board of directors, the dealer managers and solicitation agents or any other person makes any recommendation as to whether holders of Notes should tender their Notes or deliver the related consents, and no one has been authorized to make such a recommendation.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The complete terms and conditions of the tender offers and consent solicitations are set forth in the Offer to Purchase and the related Consent and Letter of Transmittal (the 'Offer Documents') that were sent to holders of the Notes. In any jurisdiction where the laws require the tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations will be deemed made on behalf of the Issuer by Barclays Capital Inc. and Morgan Stanley & Co. Incorporated, or one or more registered brokers or dealers under the laws of such jurisdiction.
Sensata has engaged Barclays Capital Inc. and Morgan Stanley & Co. Incorporated to act as dealer managers and solicitation agents for the tender offers and consent solicitations. With respect to the Dollar Notes, Global Bondholder Services Corporation is the information agent and depositary for the tender offers and consent solicitations. With respect to the Euro Notes, Lucid Issuer Services Limited is the information agent and tender agent for the tender offers and consent solicitations. Questions regarding the tender offers or consent solicitations may be directed to Barclays Capital Inc. at 1 (800) 438-3242 (U.S. toll-free) or 1 (212) 528-7581 (collect) or Morgan Stanley & Co. Incorporated at 1 (800) 624-1808 (U.S. toll-free) or 1 (212) 761-1057 (collect). Requests for the Offer Documents with respect to the Dollar Notes may be directed to Global Bondholder Services Corporation at 1 (866) 9522200 (U.S. tollfree) or 1 (212) 4303774 (banks and brokers only). Requests for the Offer Documents with respect to the Euro Notes should be directed to Lucid Issuer Services Limited at 44 (20) 77040880.
About Sensata
Sensata Technologies Holding N.V. is one of the world's leading suppliers of sensing, electrical protection, control and power management solutions. Majority-owned by affiliates of Bain Capital Partners, LLC, a leading global private investment firm, and its co-investors, Sensata employs approximately 11,500 people in nine countries. Sensata's products improve safety, efficiency and comfort for millions of people every day in automotive, appliance, aircraft, industrial, military, heavy vehicle, heating, air-conditioning and ventilation, data, telecommunications, recreational vehicle and marine applications.
Contacts
For Investors:Maggie Morris 1 (508) 236-1069 mmorris2@sensata.com
For News Media:Linda Megathlin 1 (508) 236-1761lmegathlin@sensata.com
Sensata Safe Harbor Statement
Some of the statements in this news release constitute 'forwardlooking statements' that do not directly or exclusively relate to historical facts. The forwardlooking 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 10K for the year ended December 31, 2010 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 forwardlooking statements contained in this news release with caution. Sensata does not undertake any obligation to update or revise any forwardlooking statements, whether as a result of new information, future events or otherwise.
Sensata Technologies Holding N.V.