Item 1.01 Entry Into a Material Definitive Agreement.




On August 29, 2022 (the "Closing Date"), Sensata Technologies, B.V. ("STBV"), an
indirect, wholly owned subsidiary of the Company, completed the issuance and
sale of $500.0 million aggregate principal amount of STBV's 5.875% senior notes
due 2030 (the "Notes").

The Company intends to use the net proceeds from the issuance and sale of the Notes to redeem STBV's 4.875% senior notes due 2023.

Indenture



The Notes were issued pursuant to an indenture, dated as of the Closing Date
(the "Indenture"), among STBV, the guarantors named therein (the "Guarantors"),
and The Bank of New York Mellon, as trustee (the "Trustee").

Interest and Maturity



The Notes bear interest at a rate of 5.875% per annum and mature on September 1,
2030. Interest is payable on the Notes on September 1 and March 1 of each year,
commencing on March 1, 2023.

Guarantees



As of the Closing Date, STBV's obligations under the Notes are guaranteed by
each of STBV's wholly owned subsidiaries that is a borrower or guarantor under
the senior secured credit facilities of STBV's wholly owned subsidiary Sensata
Technologies, Inc. (the "Senior Credit Facilities") and an issuer or a guarantor
under the following existing senior notes (collectively, the "Existing Notes"):
STBV's 4.875% senior notes due 2023, 5.625% senior notes due 2024, 5.000% senior
notes due 2025, and 4.000% senior notes due 2029; and Sensata Technologies,
Inc.'s 4.375% senior notes due 2030 and 3.750% senior notes due 2031. The Notes
are STBV's, and the guarantees are the Guarantors', senior unsecured obligations
and rank equally in right of payment to all existing and future senior
indebtedness of STBV or the Guarantors, respectively, including indebtedness
under the Senior Credit Facilities and the Existing Notes. The Notes and the
guarantees rank senior in right of payment to all of STBV's and the Guarantors'
existing and future indebtedness and other obligations that expressly provide
for their subordination to the Notes and the guarantees. The Notes and the
guarantees are effectively junior to STBV's and the Guarantors' existing and
future secured indebtedness to the extent of the value of the assets securing
that indebtedness, including secured indebtedness under the Senior Credit
Facilities. The Notes and the guarantees also will be structurally subordinated
to all existing and future obligations, including trade payables, of any of, as
applicable, STBV's or the respective Guarantor's subsidiaries that do not
guarantee the Notes.

Covenants



The Indenture contains covenants that limit the ability of STBV and its
subsidiaries to, among other things: incur liens; engage in sale and leaseback
transactions; with respect to any subsidiary of STBV, incur indebtedness without
such subsidiary's guaranteeing the Notes; or consolidate, merge with, or sell,
assign, convey, transfer, lease, or otherwise dispose of all or
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substantially all of their properties or assets to, another person. These covenants are subject to important exceptions and qualifications set forth in the Indenture.



The guarantees of the Notes and certain of these covenants will be suspended if
the Notes are assigned an investment-grade rating by either S&P Global Ratings
or Moody's Investors Service, Inc. and no default has occurred and is
continuing. The guarantees of the Notes and the suspended covenants will be
reinstated in the event that the Notes are rated below investment grade by both
rating agencies or an event of default has occurred and is continuing at such
time.

Events of Default

The Indenture provides for events of default (subject in certain cases to
customary grace and cure periods), which include, among others, nonpayment of
principal or interest when due, breach of covenants or other agreements in the
Indenture, defaults in payment of certain other indebtedness, certain events of
bankruptcy or insolvency, failure to pay certain judgments, and failure of the
guarantees of significant subsidiaries to remain in full force and effect.
Generally, if an event of default occurs, the Trustee or the holders of at least
25% in principal amount of the then outstanding Notes may declare the principal
of and accrued but unpaid interest on all of the Notes to be due and payable
immediately. All provisions regarding remedies in an event of default are
subject to the Indenture.

Optional Redemption



At any time, and from time to time, prior to September 1, 2025, STBV may redeem
the Notes, in whole or in part, at a redemption price equal to 100% of the
principal amount of the Notes being redeemed, plus a "make whole" premium, plus
accrued and unpaid interest, if any, to, but excluding, the redemption date. At
any time on or after September 1, 2025, STBV may redeem the Notes, in whole or
in part, at the following prices (expressed as a percentage of principal
amount), plus accrued and unpaid interest, if any, to, but excluding, the
redemption date:

Period beginning September 1,      Price
2025                              102.938%
2026                              101.469%
2027 and thereafter               100.000%


In addition, at any time prior to September 1, 2025, STBV may redeem up to 40%
of the principal amount of the outstanding Notes (including additional Notes, if
any) with the net cash proceeds of certain equity offerings at a redemption
price (expressed as a percentage of principal amount) of 105.875%, plus accrued
and unpaid interest, if any, to, but excluding, the redemption date, provided
that at least 60% of the aggregate principal amount of the Notes (including
additional Notes, if any) remains outstanding immediately after each such
redemption.
. . .

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.


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Item 8.01 Other Events.




On August 29, 2022, the Company issued a press release announcing STBV intends
to redeem in full all $500,000,000 in aggregate principal amount of its
outstanding 4.875% Senior Notes due 2023 (CUSIP Nos. 81725WAG8 and N78840AH3)
(the "Notes") on September 28, 2022.

The Redemption will be made in accordance with the terms of the indenture governing the Notes and the terms of the notice of redemption that is being sent to all registered holders of the Notes by the trustee for the Notes.

The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No.                Description
                             Indenture    , dated as of August 29, 2022, amo    ng Sensata Technologies
4.1                        B.V.,     the     Guar    antors named therein,

and The Bank of New York


                           Mellon, as T    r    ustee.
                             August 29, 2022 press release entitled "Sensata Technologies Holding plc
99.1                       Announces Upcoming Redemption of 4.875% Senior

Notes due 2023 by Sensata

Technologies B.V."
104                        Cover Page Interactive Data File (embedded

within Inline XBRL document).


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