Sensata Technologies Holding plc Announces Offering of $500 Million of Senior Notes by Sensata Technologies, Inc.

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.