Item 8.01 Other Events.
On August 15, 2022, Sensata Technologies Holding plc (the "Company") issued a
press release announcing that its indirect, wholly owned subsidiary, Sensata
Technologies B.V. (the "Issuer"), intended to offer, subject to market and other
customary conditions, $500.0 million in aggregate principal amount of senior
notes due 2030 in a private offering that is exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act"). Subsequently, on
August 15, 2022, the Company issued a press release announcing that the Issuer
had priced $500.0 million in aggregate principal amount of 5.875% senior notes
due 2030 (the "Notes") at par. The closing of the offering is expected to occur
on August 29, 2022, subject to customary closing conditions.
The Notes and the related guarantees are being offered only to persons
reasonably believed to be "qualified institutional buyers" in reliance on the
exemption from registration pursuant to Rule 144A under the Securities Act and
to persons outside the United States in compliance with Regulation S under the
Securities Act. The Notes and the related guarantees have not been registered
under the Securities Act or the securities laws of any other state or
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. This Current Report on Form 8-K is neither an offer to sell nor
the solicitation of an offer to buy the Notes or any other securities and shall
not constitute an offer, solicitation, or sale in any jurisdiction in which such
offer, solicitation, or sale would be unlawful.
Copies of the press releases announcing the offering and pricing of the Notes
are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
August 15, 2022 press release entitled "Sensata Technologies Holding plc
99.1 Announces Offering of $500 Million of Senior Notes by Sensata Technologies
B.V."
August 15, 2022 press release entitled "Sensata Technologies Holding plc
99.2 Announces Pricing of $500 Million of Senior Notes by Sensata Technologies
B.V."
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
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