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~~May 286, 2011

SENSATA TECHNOLOGIES B.V.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

The Netherlands

333-139739

98-0528648

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Kolthofsingel 8, 7602 EM Almelo

The Netherlands

(Address of Principal Executive Offices, including Zip Code)

31-546-879-555

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

On May 6, 2011, Sensata Technologies B.V. (the “Issuer”) entered into a purchase agreement (the “Purchase Agreement”) among the Issuer, the guarantors named therein and Barclays Capital Inc. and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Issuer has agreed to sell to the Initial Purchasers, and the Initial Purchasers have agreed to purchase from the Issuer, $700,000,000 in aggregate principal amount of 6.5% Senior Notes due 2019 (the “Notes”). The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Issuer and the guarantors, on the one hand, and the Initial Purchasers, on the other hand, have agreed to indemnify each other against certain liabilities. The sale of the Notes is expected to close on May 12, 2011, subject to certain closing conditions, including the effectiveness of the Issuer’s new senior secured credit facility.

Item 8.01

Other Events.

OnIn ~~April 28,~~connection ~~2011,~~with ~~Sensata Technologies Holding N.V. issued a press release announcing~~ the ~~commencement~~execution of ~~a series of financing transactions designed to refinance substantially all of~~ the ~~existing~~Purchase ~~indebtedness~~Agreement, ofon ~~its~~May 6, ~~wholly-owned subsidiary~~2011, ~~Sensata~~ ~~Technologies B.V. (~~the “Issuer~~”).~~ ~~The~~issued ~~transactions include~~ a ~~proposed~~press ~~private~~release ~~offering~~announcing bythat ~~the~~it ~~Issuer~~had ofpriced ~~up to~~ $~~600~~700,000,000 ~~million~~ in aggregate principal amount of ~~new senior notes, a proposed new credit facility of~~ the ~~Issuer~~Notes ~~providing~~in ~~an up~~connection towith ~~$1,200,000,000 term loan facility and an up to $250,000,000 revolving credit facility, and the commencement of cash tender offers and consent solicitations by the Issuer for any and all of~~ its ~~outstanding~~previously 8%announced ~~Senior Notes due 2014 (the “8%~~private ~~Notes”)~~offering ~~and~~exempt 9%from ~~Senior~~registration ~~Subordinated~~under ~~Notes due 2016 (“9% Notes”). The consent solicitation is for proposed amendments to~~ the ~~indentures~~Securities ~~governing~~Act ~~the 8% Notes and 9% Notes (the “Indentures”), which, if effected, will eliminate substantially all~~ of ~~the restrictive covenants of the Indentures~~1933, ~~eliminate~~as oramended modify certain events of default in the Indentures and eliminate or modify related provisions in the Indentures. The tender offers and consent solicitations are made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated April 28, 2011 (the “~~Statement~~Securities Act”)~~, and, with respect to the 8% Notes, the Letter of Transmittal accompanying the Statement~~. A copy of the press release announcing the ~~commencement~~pricing of the ~~financing~~Notes ~~transactions~~offering is ~~filed~~attached hereto as Exhibit 99.1 toand ~~this~~is ~~Current~~incorporated ~~Report~~by reference ~~on Form 8-K~~herein.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
Exhibit No.		Description
99.1		~~April~~May 286, 2011 press release entitled “Sensata Technologies Announces ~~Financing~~Pricing ~~Transactions~~of $700 Million of Senior Notes due 2019.”

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.

	SENSATA TECHNOLOGIES B.V.	~~SENSATA TECHNOLOGIES B.V.~~
	/s/ Jeffrey Cote	~~/s/ Jeffrey Cote~~
Date: May 2, 2011		By:	Jeffrey Cote
Date: May 9, 2011	By:	Jeffrey Cote
	Title:	~~Title:~~Chief Administrative and Financial Officer	~~Chief Administrative and Financial Officer~~

EXHIBIT INDEX

ExhibitNo.		Description
Exhibit No.		Description
99.1		~~April~~May 286, 2011 press release entitled “Sensata Technologies Announces ~~Financing~~Pricing ~~Transactions~~of $700 Million of Senior Notes due 2019.”

Filing Compare · Sensata Technologies B.V.