Item 1.01 Entry Into a Material Definitive Agreement.
On June 23, 2022, (the "Closing Date"), Sensata Technologies, Inc. (the
"Borrower") and certain other indirect, wholly-owned subsidiaries of Sensata
Technologies Holding plc (the "Company"), including Sensata Technologies
Intermediate Holding B.V. (the "Parent") and Sensata Technologies B.V. ("STBV"),
entered into an amendment (the "Credit Facility Amendment") to (i) the Credit
Agreement, dated as of May 12, 2011 (as amended, supplemented, waived, or
otherwise modified prior to the Credit Facility Amendment, the "Credit
Agreement," and as further amended pursuant to the Credit Facility Amendment,
the "Amended Credit Agreement"; unless defined herein, capitalized terms have
the same meanings as defined in the Amended Credit Agreement), among the
Borrower, the Parent, Morgan Stanley Senior Funding, Inc., as Administrative
Agent, the lenders party thereto, and certain other parties, and (ii) the
Foreign Guaranty, dated as of May 12, 2011 (as amended, supplemented, waived, or
otherwise modified prior to the Credit Facility Amendment), made by certain
affiliates of the Borrower as the Foreign Guarantors in favor of the Secured
Parties as defined in the Credit Agreement.
Pursuant to the Credit Facility Amendment, among other changes to the Credit
Agreement and the other Loan Documents provided for therein, (i) the aggregate
principal amount of the Revolving Credit Commitments under the Credit Agreement
was increased by $330 million, with the result that the aggregate principal
amount of the Revolving Credit Commitments under the Amended Credit Agreement is
$750 million; (ii) the maturity date of the Revolving Credit Facility was
extended to the earlier of (1) June 23, 2027 and (2) if the term loans under the
Credit Agreement are not refinanced with a maturity date that is on or after
June 23, 2027 by June 22, 2026 (which is the 90th day prior to the current
maturity date of the term loans of September 20, 2026), June 22, 2026; (iii) the
Foreign Guarantors (excluding STBV) were released from their obligations to
guarantee and provide collateral security for the obligations of the Borrower
and the other Loan Parties relating to the Revolving Credit Facility and certain
related obligations, subject to an obligation to reinstate such guaranties and
collateral security if the term loans under the Credit Agreement are refinanced
or their maturity is extended, or if the Borrower obtains additional terms loans
thereunder, and in any such case the Foreign Guarantors' continue to guarantee
or provide collateral security for such refinanced, extended or additional term
loans; (iv) Sensata Technologies Bermuda Ltd. was released as a guarantor and
securing party under the Amended Credit Agreement and the other Loan Documents;
(v) the provisions of the Credit Agreement regarding interest on Revolving
Credit Loans were amended to replace LIBOR-based rates with rates based on Term
SOFR with regard to Revolving Credit Loans denominated in U.S. dollars, to
replace LIBOR-based rates with rates based on Daily Simple SONIA with regard to
Revolving Credit Loans denominated in pounds sterling, and to make certain
associated changes; and (vi) certain of the operational and restrictive
covenants and other terms and conditions of the Credit Agreement were modified
to provide the Borrower and its affiliates increased flexibility and permissions
thereunder.
The foregoing description of the Credit Facility Amendment is qualified in its
entirety by reference to the full text of the Credit Facility Amendment, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 above is incorporated by reference into
this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Amendment No. 11 to Credit Agreement and Amendment No. 2 to Foreign
Guaranty, dated as of June 23, 2022, by and among Sensata Technologies, Inc.,
10.1 Sensata Technologies Intermediate Holding B.V., the other Guarantors party
thereto, Morgan Stanley Senior Funding, Inc., as the Administrative Agent, an
L/C Issuer and the Swing Line Lender, and the Revolving Credit Lenders and
other L/C Issuers party thereto.
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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