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The Netherlands
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001-34652
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98-0641254
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry Into a Material Definitive Agreement
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Amendment No. 7 to Credit Agreement, dated as of September 29, 2015, to the Credit Agreement, dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc. and the other lenders party thereto.
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SENSATA TECHNOLOGIES HOLDING N.V.
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/s/ Paul Vasington
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Date: October 2, 2015
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Name: Paul Vasington
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Title: Executive Vice President and Chief Financial Officer
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Exhibit No.
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Description
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10.1
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Amendment No. 7 to Credit Agreement, dated as of September 29, 2015, to the Credit Agreement, dated as of May 12, 2011, by and among Sensata Technologies B.V., Sensata Technologies Finance Company, LLC, Sensata Technologies Intermediate Holding B.V., the subsidiary guarantors party thereto, Morgan Stanley Senior Funding, Inc. and the other lenders party thereto.
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SENSATA TECHNOLOGIES B.V.,
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as BV Borrower
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES FINANCE COMPANY, LLC,
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as US Borrower
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Chief Operating Officer
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SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V.,
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as Parent
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES, INC.,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Chief Operating Officer
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SENSATA TECHNOLOGIES MASSACHUSETTS, INC.,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Chief Operating Officer
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SENSATA TECHNOLOGIES HOLDING COMPANY US B.V.,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES HOLDING
COMPANY MEXICO B.V., |
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES HOLLAND, B.V.,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES DE MÉXICO, S. DE R.L. DE C.V.,
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as Guarantor
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By:
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/s/ Santiago Sepulveda
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Name: Santiago Sepulveda
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Title: Attorney-in -Fact
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SENSATA TECHNOLOGIES JAPAN LIMITED,
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as Guarantor
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By:
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/s/ Xiaodong Ye
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Name: Xiaodong Ye
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Title: Representative Director
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SENSATA TECHNOLOGIES MALAYSIA SDN. BHD.,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Director
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SENSATA TECHNOLOGIES BULGARIA EOOD,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Manager
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SENSOR-NITE NV,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Authorized Representative
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SENSATA TECHNOLOGIES US COÖPERATIEF U.A.,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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SENSATA TECHNOLOGIES BERMUDA LTD.,
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Guarantor
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By:
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/s/ Steven P. Reynolds
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Name: Steven P. Reynolds
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Title: Director
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SENSATA TECHNOLOGIES US, LLC,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Manager
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SENSATA TECHNOLOGIES US II, LLC,
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as Guarantor
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By:
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/s/ Jeffrey Cote
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Name: Jeffrey Cote
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Title: Manager
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STI HOLDCO, INC.,
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as Guarantor
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By:
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/s/ Martha Sullivan
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Name: Martha Sullivan
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Title: President
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Signed by Martha Sullivan (name of director)
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for and on behalf of
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/s/ Martha Sullivan
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ST SCHRADER HOLDING COMPANY UK LIMITED
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Director
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as Guarantor
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Signed by Martha Sullivan (name of director)
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for and on behalf of
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/s/ Martha Sullivan
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AUGUST UK HOLDCO LIMITED
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Director
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as Guarantor
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By:
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/s/ Dylan Davies
_________________
Name: Dylan Davies Title: Manager |
By:
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/s/ Cedric Bradfer
________________
Name: Cedric Bradfer Title: Manager |
By:
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/s/ Dylan Davies
_________________
Name: Dylan Davies Title: Manager |
By:
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/s/ Cedric Bradfer
________________
Name: Cedric Bradfer Title: Manager |
By:
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/s/ Dylan Davies
_________________
Name: Dylan Davies Title: Manager |
By:
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/s/ Cedric Bradfer
________________
Name: Cedric Bradfer Title: Manager |
By:
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/s/ Dylan Davies
_________________
Name: Dylan Davies Title: Manager |
By:
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/s/ Cedric Bradfer
________________
Name: Cedric Bradfer Title: Manager |
By:
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/s/ Dylan Davies
_________________
Name: Dylan Davies Title: Manager |
By:
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/s/ Cedric Bradfer
________________
Name: Cedric Bradfer Title: Manager |
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AUGUST FRANCE HOLDING COMPANY S.A.S.,
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as Guarantor
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By:
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/s/ Jean-Michel Bolmont
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Name: Jean-Michel Bolmont
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Title: Chairman/President
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SENSATA TECHNOLOGIES FRANCE S.A.S.,
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as Guarantor
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By:
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/s/ Geert Braaksma
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Name: Geert Braaksma
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Title: Director
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MORGAN STANLEY SENIOR FUNDING, INC.,
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as Administrative Agent
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By:
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/s/ Stephen B. King
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Name: Stephen B. King
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Title: Vice President
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BANK OF AMERICA, N.A.,
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as a Revolving Credit Lender
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By:
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/s/ Robert C. Megan
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Name: Robert C. Megan
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Title: Senior Vice President
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Revolving Credit Lender
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Existing Revolving Credit Commitments
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Additional Revolving Credit Commitments
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Total Revolving Credit Commitments
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Morgan Stanley Bank, N.A.
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$84,500,000
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$0
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$84,500,000
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Morgan Stanley Senior Funding, Inc.
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$5,500,000
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$0
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$5,500,000
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Barclays Bank PLC
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$90,000,000
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$0
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$90,000,000
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Goldman Sachs Bank USA
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$50,000,000
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$0
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$50,000,000
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Mizuho Bank Ltd.
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$50,000,000
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$0
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$50,000,000
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Royal Bank of Canada
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$50,000,000
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$0
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$50,000,000
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Bank of America, N.A.
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$20,000,000
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$70,000,000
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$90,000,000
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Total
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$350,000,000
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$420,000,000
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JURISDICTION
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COUNSEL
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Belgium
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ALTIUS CVBA – Collateral Opinion
Loyens & Loeff CVBA/SCRL – Capacity Opinion |
Bermuda
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Conyers Dill & Pearman Limited
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Bulgaria
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Gugushev & Partners – Capacity Opinion
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France
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Skadden, Arps, Slate, Meagher & Flom LLP
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England & Wales (UK)
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Shearman & Sterling (London) LLP
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Ireland
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A&L Goodbody
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Japan
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Morrison & Foerster LLP – Capacity Opinion
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Luxembourg
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Loyens & Loeff Luxembourg S.à r.l. – Capacity Opinion
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Malaysia
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Azim Tunku Farik & Wong & Partners – Capacity
Opinion
Wong & Partners – Collateral Opinion
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Mexico
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Creel, Garcia-Cuellar, Aiza y Enriquez, S.C. – Capacity Opinion
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Netherlands
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Van Doorne N.V. – Collateral Opinion
Loyens & Loeff N.V. – Capacity Opinion |
United States
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Kirkland & Ellis LLP
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JURISDICTION
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COUNSEL
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Bulgaria
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Gugushev & Partners – Collateral Opinion
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Japan
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Morrison & Foerster LLP – Collateral Opinion
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Luxembourg
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M Partners S.à r.l. – Enforceability Opinion
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Mexico
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Creel, Garcia-Cuellar, Aiza y Enriquez, S.C. – Collateral Opinion
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1.
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Confirmation in respect of English Law Debenture.
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1.
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Declaration re financial assistance.
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2.
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Confirmation in respect of the Irish law Debenture executed by Sensata Finance Ireland Limited.
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3.
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Confirmation in respect of Irish law Share Charge executed by August LuxUK Holding Company.
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1.
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Confirmation agreement, governed by Luxembourg law, to be entered into by and between ST Schrader Holding Company UK Limited, Sensor-Nite NV, ST August Lux Company S.à r.l., ST August Lux Intermediate Holdco S.à r.l., August Lux Holding Company, August Brazil Holding Company. August LuxUK Holding Company and Morgan Stanley (the “Confirmation Agreement”) in relation to:
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a.
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a share pledge agreement, governed by Luxembourg law, dated December January 8, 2015, entered into by and between ST Schrader Holding Company UK Limited as pledgor, Morgan Stanley as pledgee and ST August Lux Company S.à r.l. as company;
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b.
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a share pledge agreement, governed by Luxembourg law, dated December January 8, 2015, entered into by and between ST August Lux Company S.à r.l. as pledgor, Morgan Stanley as pledgee and ST August Lux Intermediate Holdco S.à r.l. as company
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c.
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a share pledge agreement, governed by Luxembourg law, dated January 8, 2015, entered into by and between ST August Lux Intermediate Holdco S.à r.l. and Sensor-Nite NV as pledgors, Morgan Stanley as pledgee and August Lux Holding Company as company,
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d.
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a share pledge agreement, governed by Luxembourg law, dated January 8, 2015, entered into by and between August Lux Holding Company as pledgor, Morgan Stanley as pledgee and August LuxUK Holding Company as company, and
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e.
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a share pledge agreement, governed by Luxembourg law, dated January 8, 2015, entered into by and between August Lux Holding Company as pledgor, Morgan Stanley as pledgee and August Brazil Holding Company as company.
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1.
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Debenture Confirmation.
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2.
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Share Charge Confirmation.
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1.
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Financial securities account pledge agreement of August France Holding Company S.A.S. over Schrader S.A.S. (and the related executed (i) statement of pledge and (ii) certificate of pledge).
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2.
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Financial securities account pledge agreement of Sensata Technologies France S.A.S. over August France Holding Company S.A.S. (and the related executed (i) statement of pledge and (ii) certificate of pledge).
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1.
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Notarized copy of Annex No. 8 to the Going Concern Pledge Agreement relating to the going concern of Sensata Technologies Bulgaria EOOD ("Going Concern Pledge Agreement").
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2.
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Notarized copy of Annex No. 6 to the Share and Dividends Pledge Agreement relating to the quotas in
Sensata Technologies Bulgaria EOOD ("Share and Dividends Pledge Agreement").
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3.
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Current legal status certificate of Sensata Technologies Bulgaria EOOD issued by the Commercial Registry evidencing that the modifications in the security interest created by Annex No. 6 to the Share and Dividends Pledge Agreement have been duly registered.
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4.
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Certificate issued by the Central Pledges Registry evidencing that the modifications in the security interests created by Annex No. 6 to the Share and Dividends Pledge Agreement have been duly registered in respect of the pledged Rights (as defined in the Share and Dividends Pledge Agreement).
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5.
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Current status certificate of Sensata Technologies Bulgaria EOOD issued by the Commercial Registry evidencing that the modifications in the security interest created by Annex No. 8 to the Going Concern Pledge Agreement have been duly registered.
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6.
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Certificate issued by the Central Pledges Registry evidencing that the modifications in the security interest created by Annex No. 8 to the Going Concern Pledge Agreement have been duly registered in respect of movables and receivables representing specified assets, owned by the Sensata Technologies Bulgaria EOOD (as defined in the Going Concern Pledge Agreement).
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7.
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Certificates issued by the Land Registry - Botevgrad and the Land Registry - Plovdiv evidencing that the modifications in the security interest created by Annex No. 8 to the Going Concern Pledge Agreement have been duly registered in respect of land plots representing specified assets, owned by Sensata Technologies Bulgaria EOOD (as defined in the Going Concern Pledge Agreement).
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8.
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Notification to the Patent Office regarding registration of the modifications in the security interest created by Annex No. 8 to the Going Concern Pledge Agreement in respect of the utility model representing specified asset, owned by Sensata Technologies Bulgaria EOOD (as defined in the Going Concern Pledge Agreement).
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1.
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Confirmation declaration filed with the Irish CRO within 21 days of execution of the Amendment.
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2.
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Confirmation shareholder resolution filed with the Irish CRO within 15 days of the passing thereof.
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1.
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Japanese Security Agreement - Assignment of Personal Property as Security (
Johtotampo-ken
).
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2.
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Japanese Security Agreement - Assignment of Inventory as Security (
Johtotampo-ken
).
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3.
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Japanese Security Agreement - Assignment of Accounts Receivable as Security (
Johtotampo-ken
).
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4.
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Japanese Security Agreement - Pledge (
Shichi-ken
) of Patents and Trademark.
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5.
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Japanese Security Agreement - Pledge (
Shichi-ken
) of Shares of Sensata Technologies Japan Limited.
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6.
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Notice of Certificate of Date of Reflection (
kakutei-hizuke
).
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7.
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Copy of Shareholder Register.
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8.
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Promissory Note No. 6 (Acknowledgment of Debt) from BV Borrower to Collateral Agent.
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1.
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Amendment to Mexican Mortgage (
Hipoteca
) on Aguascalientes Real Estate.
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2.
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Amendment to Floating Lien Pledge Agreement
(
Contrato de Prenda sin Transmision de Posesion
).
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3.
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Amendment to Equity Interest Pledge Agreement
(
Contrato de Prenda sobre Partes Sociales
).
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4.
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Power of Attorney for the amendments listed above.
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