Sensata Announces Oversubscribed Early Tender Results and Amends Cash Tender Offer for 4% Senior Notes Due 2029

ST
November 11, 2025

Sensata disclosed that the early tender deadline of November 10, 2025 saw $874.135 million of its 4 % senior notes due 2029 tendered, well above the $350 million cap originally set for the transaction. The company’s amendment removes the previous purchase limit, allowing it to acquire approximately $353.976 million of principal at a purchase price of $988.75 per $1,000 of principal, which translates to an aggregate purchase price of roughly $350 million.

Because the tender was oversubscribed, Sensata will accept the notes on a prorated basis. The acceptance rate is 38.2349 %, reflecting the priority structure of the offer. The company will therefore purchase the full $353.976 million of principal at the stated price, while the remaining tendered amount will be returned to holders in proportion to the proration rate.

The move is part of Sensata’s broader capital‑allocation strategy, which prioritizes deleveraging and strengthening the balance sheet. CEO Stephan Von Schuckmann noted that the company’s Q3 2025 results—$932 million in revenue and an adjusted EPS of $0.89—demonstrate the operational momentum that underpins its confidence in using cash to reduce debt. CFO Andrew Lynch highlighted that the stronger-than‑expected revenue was driven by robust global auto production, reinforcing the company’s ability to fund debt repayment without compromising growth initiatives.

Sensata operates through two main segments: Performance Sensing and Sensing Solutions. While the press release does not break down the tender offer by segment, the company’s recent earnings call emphasized that both segments continue to deliver solid cash flow, enabling the firm to pursue debt reduction while maintaining investment in high‑margin growth areas. The Q3 results also underscored the company’s ability to generate free cash flow, a key enabler for the tender offer.

By reducing its outstanding senior notes, Sensata lowers its leverage ratios, which can improve its credit rating and reduce future borrowing costs. The cash used for the tender also frees capital that can be deployed toward strategic acquisitions, research and development, or other growth‑oriented projects, aligning with the company’s long‑term shareholder‑return objectives.

Sensata and its subsidiary STI will not accept the 5.875 % senior notes due 2030 or the 4.375 % senior notes due 2030, respectively, focusing the tender solely on the 4 % notes due 2029. This selective approach further concentrates the company’s deleveraging efforts on the most advantageous debt instrument.

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