Sensata aims to avoid change-of-control offer under four note series

By Susanna Moon

Chicago, Oct. 2 – Sensata Technologies Holding NV’s subsidiaries are soliciting consents for four series of notes in connection with re-domiciliation merger plans.

Sensata Technologies BV is holding consent solicitations for its 4 7/8% senior notes due 2023, 5 5/8% senior notes due 2024 and 5% senior notes due 2025.

Sensata Technologies UK Financing Co. plc is seeking consents for its 6¼% senior notes due 2026.

Specifically, the companies are asking for holders’ approval to amend the definition of the term change of control so that its re-domiciliation merger does not constitute a change of control under the note indentures, which would require the issuers to make an offer to repurchase the notes at 101%, according to a company announcement.

The consent solicitations will remain open until 5 p.m. ET on Oct. 10. The record date is 5 p.m. ET on Sept. 2.

The consent fee is $1.50 per $1,000 principal amount.

The re-domiciliation merger is a series of transactions in which the company will merge with a newly formed public limited company dubbed Sensata UK Newco, with the company disappearing and Sensata UK Newco becoming the surviving entity, the release explained.

Barclays and Goldman Sachs & Co. LLC are the solicitation agents. D.F. King & Co., Inc. (212 269-5550 or 800 967-4614) is the information and tabulation agent.

Sensata engages in the development, manufacture and sale of sensors and controls.

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