UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 1, 2021
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SENSATA TECHNOLOGIES HOLDING PLC
(Exact name of Registrant as specified in its charter)
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| England and Wales | | 001-34652 | | 98-1386780 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
529 Pleasant Street
Attleboro, Massachusetts 02703, United States
(Address of Principal executive offices, including Zip Code)
+1(508) 236 3800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Ordinary Shares - nominal value €0.01 per share | ST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On April 1, 2021, Sensata Technologies Holding plc (the “Company”) completed the acquisition (the "Acquisition") of 100% of the shares of Xirgo Technologies Intermediate Holdings, LLC and Xirgo Holdings, Inc. (collectively, “Xirgo”) for $400.0 million pursuant to a Securities Purchase Agreement (the "SPA"). The transaction follows receipt of regulatory approval from all authorities required by the SPA. The acquisition includes approximately 160 sales, engineering, and manufacturing employees in the United States and Lithuania including more than 75 engineers
The SPA contains customary representations, warranties, and covenants. The foregoing description of the SPA is qualified in its entirety by reference to the full text of the SPA, which was filed as Exhibit 10.42 to the Company's Annual Report on Form 10-K filed on February 12, 2021 and is incorporated therein by reference.
On April 1, 2021, the Company issued a press release announcing the closing of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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| 99.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | SENSATA TECHNOLOGIES HOLDING PLC |
| | |
| | | | /s/ Maria Freve |
| Date: April 5, 2021 | | | | Name: Maria Freve |
| | | | Title: Vice President and Chief Accounting Officer |
