Sensata completes tender offers for 8%, 9% 11¼% notes

By Angela McDaniels

Tacoma, Wash., March 31 - Sensata Technologies BV said it received tenders for $109.99 million principal amount, or 24.4%, of its 8% senior notes due 2014, €68.14 million principal amount, or 29.9%, of its 9% senior subordinated notes due 2016 and €4 million principal amount, or 2.8%, of its 11¼% senior subordinated notes due 2014 during two tender offers that expired on March 30.

On March 3, the company began two separate modified Dutch auction tender offers, one for the maximum principal amount of its 8% notes that it could purchase for $40 million and the other for the maximum principal amount of its 9% notes and 11¼% notes that it could purchase for $10 million.

The company later increased the cap for the 8% notes to $42 million.

The tender offer for the euro-denominated notes was oversubscribed, so Sensata has accepted for purchase a pro rata portion of the notes tendered. The principal amount of notes accepted was €40.3 million for the 9% notes and €4 million for the 11¼% notes.

For each $1,000 or €1,000 principal amount, noteholders will receive $370 for the 8% notes, €170 for the 9% notes and €185 for the 11¼% notes. In each case, the payout includes an early participation payment of $30 or €30 for notes tendered by March 16.

Sensata will also pay accrued interest to the purchase date.

The company said the acceptable bid price range was $300 to $370 for the $450 million of 8% notes, €165 to €205 for the €227.62 million of 9% notes and €180 to €220 for the €141 million of 11¼% notes, in each case including the early participation payment.

The total consideration payment for the 8% notes was set based on a formula consisting of a base price of $300 per $1,000 principal amount of notes plus a clearing premium, which was determined to be $70.

The total consideration payment for the euro tender offer was set based on a formula consisting of a base price of €165 per €1,000 principal amount for the 9% notes and €180 for the 11¼% notes plus a clearing premium, which was determined to be €5.

All euro-denominated notes tendered with a bid premium below the clearing premium were accepted in full, and notes tendered with a bid premium at the clearing premium were prorated by a factor of 86.6%.

Goldman, Sachs & Co. (800 828-3182 or collect 212 902-5183) was the dealer manager. Global Bondholder Services Corp. (866 387-1500 or banks and brokers 212 430-3775) was the information agent and depositary. Lucid Issuer Services Ltd. (44 20 77040880) was the information agent and tender agent.

Sensata is a designer and manufacturer of sensors and controls. It is based in Almelo, the Netherlands, and has U.S. headquarters in Attleboro, Mass.

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