Sensata Technologies Holding plc Announces Offering of $500 Million of Senior Notes by Sensata Technologies, Inc.
22 Mai 2024 - 1:53PM
Business Wire
Sensata Technologies Holding plc (NYSE: ST) (“Sensata
Technologies”) today announced that its indirect wholly owned
subsidiary Sensata Technologies, Inc. (the “Issuer”) intends to
offer, subject to market and other customary conditions, $500
million in aggregate principal amount of senior notes (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 the
Issuer’s indirect parent Sensata Technologies B.V. (“STBV”) and
each of STBV’s wholly-owned subsidiaries (other than the Issuer)
that is a guarantor under the Issuer’s senior credit facilities and
a guarantor under the outstanding series of existing senior notes
of the Issuer and STBV. 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, respectively,
including the senior credit facilities and outstanding series of
existing senior notes. 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’ existing and future secured indebtedness to the
extent of the value of the assets securing such indebtedness,
including indebtedness under the senior credit facilities, and will
be structurally subordinated to all of the existing and future
obligations of any of STBV’s subsidiaries (other than the Issuer)
that do not guarantee the Notes.
Sensata intends to use the net proceeds from the offering of the
Notes, together with cash on hand, for the redemption of STBV’s
5.000% senior notes due October 1, 2025, which Sensata expects to
effect in July 2024.
The Notes and the related guarantees will be offered only to
persons reasonably believed to be “qualified institutional buyers”
in reliance on the exemption from registration provided by Rule
144A under the Securities Act and to non-U.S. persons outside 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 or outside the
United States except in compliance with foreign securities
laws.
This press release is for informational purposes only and shall
not constitute an offer to sell or a solicitation of an offer to
buy the Notes or any other securities. The Notes offering is not
being made to any person in any jurisdiction in which the offer,
solicitation or sale is unlawful. Any offers of the Notes will be
made only by means of a private offering memorandum.
About Sensata
Technologies
Sensata Technologies is a global industrial technology company
striving to create a cleaner, more efficient, electrified and
connected world. Through its broad portfolio of sensors, electrical
protection components and sensor-rich solutions which create
valuable business insights, Sensata helps its customers address
increasingly complex engineering and operating performance
requirements. With more than 21,000 employees and global operations
in 16 countries, Sensata serves customers in the automotive, heavy
vehicle & off-road, industrial, and aerospace markets.
Safe Harbor Statement
Statements in this release which are not historical facts, such
as those that may be identified by the use of words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “feel,”
“forecast,” “intend,” “may,” “plan,” “potential,” “project,”
“should,” “would,” and similar expressions, are forward-looking
statements under the provisions of the Private Securities
Litigation Reform Act of 1995. By their nature, forward-looking
statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. These risks and uncertainties include, but are not limited
to, the consummation of the offering by the Issuer and the use of
proceeds. Detailed information about some of the other known risks
is included in our Annual Report on Form 10-K for the year ended
December 31, 2023 and our other reports filed with the Securities
and Exchange Commission. Because actual results could differ
materially from our intentions, plans, expectations, assumptions
and beliefs about the future, you are urged to view all
forward-looking statements contained in this news release with
caution. Except as required by applicable law, we do not undertake
to publicly update or revise any of these forward-looking
statements, whether as a result of new information, future events,
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240522854057/en/
Media & Investor: Alexia Taxiarchos +1 (508) 236-1761
ataxiarchos@sensata.com investors@sensata.com
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