April 10, 2013
/PRNewswire/ -- Sensata Technologies Holding N.V. (NYSE: ST) today announced that its wholly‑owned subsidiary, Sensata Technologies B.V. (the "Issuer" or "Sensata"), intends to offer, subject to market and other customary conditions,
in aggregate principal amount of senior notes due 2023 (the "Notes") in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be guaranteed on a senior unsecured basis by substantially all of the Issuer's existing and future wholly-owned subsidiaries that guarantee the Issuer's senior secured credit facilities. The Notes and the guarantees will be the Issuer's and the guarantors' senior unsecured obligations and will rank equally in right of payment to all existing and future senior indebtedness of the Issuer or the guarantors, including the Issuer's 6.5% senior notes due 2019. The Notes and the guarantees will be senior to all of the Issuer's and the guarantors' future indebtedness that is expressly subordinated to the Notes and the guarantees. The Notes and the guarantees will be effectively junior to the Issuer's and the guarantors' secured indebtedness to the extent of the assets securing that indebtedness, including obligations under the Issuer's senior secured credit facilities, and will be structurally subordinated to all of the existing and future obligations of any of the Issuer's subsidiaries that do not guarantee the Notes.
Sensata intends to use the net proceeds from the offering of the Notes together with cash on hand to (1) repay approximately
of existing term loans under the senior secured credit facilities, (2) pay all accrued interest on such indebtedness and (3) pay all fees and expenses in connection with the sale of the Notes and the repayment of such indebtedness.
The Notes and the related guarantees will be offered only to "qualified institutional buyers" in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.