Debt | Debt Our long-term debt and finance lease and other financing obligations as of September 30, 2019 and December 31, 2018 consisted of the following: Maturity Date September 30, 2019 December 31, 2018 Term Loan September 20, 2026 $ 461,883 $ 917,794 4.875% Senior Notes October 15, 2023 500,000 500,000 5.625% Senior Notes November 1, 2024 400,000 400,000 5.0% Senior Notes October 1, 2025 700,000 700,000 6.25% Senior Notes February 15, 2026 750,000 750,000 4.375% Senior Notes February 15, 2030 450,000 — Less: discount (12,296 ) (15,169 ) Less: deferred financing costs (25,545 ) (23,159 ) Less: current portion (4,630 ) (9,704 ) Long-term debt, net $ 3,219,412 $ 3,219,762 Finance lease and other financing obligations $ 32,648 $ 35,475 Less: current portion (3,233 ) (4,857 ) Finance lease and other financing obligations, less current portion $ 29,415 $ 30,618 Our debt consists of a secured facility and various tranches of senior unsecured notes. Secured Credit Facility The credit agreement governing our secured credit facility (the "Credit Agreement") provides for senior secured credit facilities (the "Senior Secured Credit Facilities") consisting of a term loan facility (the "Term Loan"), a $420.0 million revolving credit facility (the "Revolving Credit Facility"), and incremental availability under which additional secured credit facilities could be issued under certain circumstances. On March 27, 2019 certain indirect, wholly-owned subsidiaries of Sensata plc, including Sensata Technologies B.V. ("STBV"), entered into the ninth amendment (the "Ninth Amendment") of the Credit Agreement. Among other changes to the Credit Agreement, the Ninth Amendment (i) extended the maturity date of the Revolving Credit Facility to March 27, 2024; (ii) added pounds sterling as an available currency for revolving credit loans and letters of credit under the Revolving Credit Facility; (iii) lowered certain index rate spreads related to the Revolving Credit Facility; (iv) lowered our letter of credit fees; (v) reduced our revolving credit commitment fees; and (vi) modified the senior secured net leverage ratio financial covenant to increase the Revolving Credit Facility utilization threshold above which such financial covenant is tested from 10% to 20% . On June 13, 2019, our subsidiaries that were at the time borrowers under the Credit Agreement entered into an amendment to the Credit Agreement with the administrative agent to correct certain technical and immaterial errors in the Credit Agreement. On September 20, 2019 certain of our subsidiaries, including STBV and its indirect, wholly-owned subsidiary, Sensata Technologies Inc. ("STI"), entered into the tenth amendment of the Credit Agreement (the "Tenth Amendment"). Under the terms of the Tenth Amendment, among other changes to the Credit Agreement, (i) the final maturity date of the Term Loan was extended to September 20, 2026; (ii) STI became the sole borrower under the Credit Agreement and assumed substantially all of the obligations of STBV and Sensata Technologies Finance Company, LLC ("STFC") thereunder; (iii) the permission to incur incremental additional indebtedness under the Credit Agreement was increased; and (iv) certain of the operational and restrictive covenants and other terms and conditions of the Senior Secured Credit Facilities to which STBV and its restricted subsidiaries are subject were modified to provide us with increased flexibility and permissions thereunder (including permission to make restricted payments (including dividends) in an amount equal to $50.0 million annually, which can be further increased to an unlimited amount subject to no default or event of default and compliance with certain financial covenants). In addition, under the Tenth Amendment, STBV became a guarantor of STI’s obligations under the Credit Agreement, STFC ceased to be a guarantor with respect to the Credit Agreement, and certain subsidiaries of STBV that previously guaranteed the obligations under the Credit Agreement (the ‘‘Released Guarantors’’) were released from their guarantees, subject to satisfaction of certain conditions. As of September 30, 2019 there was $416.1 million available under the Revolving Credit Facility, net of $3.9 million of obligations in respect of outstanding letters of credit issued thereunder. Outstanding letters of credit are issued primarily for the benefit of certain operating activities. As of September 30, 2019 no amounts had been drawn against these outstanding letters of credit. Senior Notes We have various tranches of senior notes outstanding. Prior to September 20, 2019 these consisted of $500.0 million in aggregate principal amount of 4.875% senior notes due 2023 (the " 4.875% Senior Notes"), $400.0 million in aggregate principal amount of 5.625% senior notes due 2024 (the " 5.625% Senior Notes"), $700.0 million in aggregate principal amount of 5.0% senior notes due 2025 (the " 5.0% Senior Notes"), and $750.0 million in aggregate principal amount of 6.25% senior notes due 2026 (the " 6.25% Senior Notes" and together with each tranche of senior notes outstanding prior to September 20, 2019, the "Existing Senior Notes"). On September 20, 2019, coincident with the entry into the Tenth Amendment, STI issued $450.0 million in aggregate principal amount of 4.375% senior notes due 2030 (the " 4.375% Senior Notes"). The proceeds of the issuance of the 4.375% Senior Notes were used to partially repay the Term Loan. The 4.375% Senior Notes were issued under an indenture dated September 20, 2019 among STI, as issuer, The Bank of New York Mellon, as trustee, and our guarantor subsidiaries named therein (the "Guarantors"). The 4.375% Senior Notes were offered at par, and interest is payable semi-annually on February 15 and August 15 of each year, commencing on February 15, 2020. At any time, and from time to time, STI may redeem the 4.375% Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest, if any, up to, but excluding, the date of redemption, and, for redemptions occurring prior to November 15, 2029, a "make-whole" premium. Beginning on November 15, 2029, the "make-whole" premium will be eliminated. In addition, upon the occurrence of certain specific kinds of changes in control, STI will be required to offer to repurchase the notes at 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. Upon changes in certain tax laws or treaties, or any change in the official application, administration, or interpretation thereof, STI may, at its option, redeem the 4.375% Senior Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, premium, if any, and all additional amounts (as described in the indenture governing the 4.375% Senior Notes), if any, then due and which will become due on the date of redemption. Upon consummation of the Tenth Amendment, the guarantees of the Released Guarantors under the Existing Senior Notes were released (the "Guarantees Release"). Accordingly, as of September 20, 2019, the 4.375% Senior Notes are guaranteed by STBV and all of the subsidiaries of STBV (other than STI) that guarantee the Existing Senior Notes and the Credit Agreement, in each case, giving effect to the Guarantees Release. Accounting for Debt Financing Transactions We accounted for our debt financing transactions in accordance with our policies as disclosed in Note 2, "Significant Accounting Policies" included in our Annual Report on Form 10-K for the year ended December 31, 2018. In connection with the entry into the Ninth Amendment, we incurred $2.4 million of creditor fees and related third-party costs, which were recorded as an adjustment to the carrying amount of long-term debt. In connection with of the issuance of the 4.375% Senior Notes, the entry into the Tenth Amendment, and the subsequent partial repayment of the Term Loan, we recognized a loss of $4.4 million , presented in the other, net line of our condensed consolidated statement of operations, as well as $5.0 million of deferred financing costs, which are presented as a reduction of long-term debt on our condensed consolidated balance sheets. Accrued Interest Accrued interest associated with our outstanding debt is included as a component of accrued expenses and other current liabilities in the condensed consolidated balance sheets. As of September 30, 2019 and December 31, 2018 accrued interest totaled $45.5 million and $40.6 million , respectively. |