8-K

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

__________________________________________

SENSATA TECHNOLOGIES HOLDING PLC

(Exact name of Registrant as specified in its charter)

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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)

__________________________________________

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)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

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

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.

(d) Exhibits

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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Document

Sensata Technologies Completes Acquisition of Xirgo Technologies

SWINDON, United Kingdom, April 1, 2021 – Sensata Technologies (NYSE: ST), a leading industrial technology company and provider of sensor-rich solutions that create insight for customers, today announced that it has completed the previously announced acquisition of leading telematics and data insight provider, Xirgo® Technologies Intermediate Holdings, LLC (“Xirgo”) for $400 million.

Sensata completed the acquisition of 100% of the shares from private equity firm HKW and other shareholders following receipt of regulatory approval from all authorities required by the agreement. The acquisition includes approximately 160 sales, engineering and manufacturing employees in the United States and Lithuania including more than 75 engineers.

“This acquisition meaningfully advances Sensata’s Smart & Connected megatrend-focused growth initiative for transportation and logistics end-markets. We are excited to welcome our new Xirgo colleagues to Team Sensata as we work together to deliver a broader value proposition to address fleet managers needs and create new growth opportunities for our employees and our shareholders,” said Jeff Cote, Sensata Technologies CEO and President.

To learn more about how the acquisition expands Sensata’s Smart & Connected growth vector and strengthens its position as a data insight provider across transportation and logistics end-markets, read the previous signing announcement.

About Sensata Technologies

Sensata Technologies is a leading industrial technology company that develops sensors, sensor-based solutions, including controllers and software, and other mission-critical products to create valuable business insights for customers and end users. For more than 100 years, Sensata has provided a wide range of customized, sensor-rich solutions that address complex engineering requirements to help customers solve difficult challenges in the automotive, heavy vehicle & off-road, industrial and aerospace industries. With more than 19,000 employees and operations in 13 countries, Sensata’s solutions help to make products safer, cleaner and more efficient, more electrified, and more connected. For more information, please visit Sensata’s website at www.sensata.com.

About Xirgo® Technologies, LLC

Xirgo® Technologies, LLC is a leading provider of innovative, full-featured, application-specific wireless IoT communication devices. An expansive product line facilitates best-in-class solutions for numerous markets and verticals. With comprehensive in-house engineering capabilities in all

key development disciplines, Xirgo consistently delivers compelling solutions to companies in search of ways to become more competitive, improve operational efficiencies, and unlock new revenue streams. In conjunction with our partners, Xirgo has provided world-class solutions in the realm of telematics, fleet management, heavy equipment, asset tracking, usage-based driving, high-risk vehicle finance, cold chain, and rental applications. For more information about Xirgo, visit the website: https://xirgo.com/