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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

Stocks in this article: ST

ALMELO, Netherlands, May 11, 2011 /PRNewswire/ -- Sensata Technologies Holding N.V. (NYSE: ST) ("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.

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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.

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