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        Often times, shareholders have a legal right to vote for, or against, mergers and acquisitions.  But, did Bain let Sensata Shareholders vote, in 2010, for their acquisition of the Honeywell Plant in Freeport, Illinois?

        Here is why that question is important: Sensata Management (Bain) knew, in advance of the acquisition, that Bain was to ship those Freeport jobs China.

        In August 2012, The Guardian newspaper reported that Bain planned to ship the Illinois Sensata jobs to China before -- before -- they purchased (acquired) the Illinois plant.

Sensata spokesman Jacob Sayer said closing the Freeport plant to cut costs was a key element of the Honeywell deal. "If that had not been part of the strategy, then the deal would not have been so attractive."

The Guardian newspaper

       Also, Sensata's February 2011 SEC Filing they announced they purchased Honeywell in January 2011 and implied/inferred that those American jobs in Freeport would be shipped to China.
Over the past eleven years, we have aggressively shifted our manufacturing base from higher-labor cost countries such as the United States, Australia, Brazil, Canada, Italy, Japan, Korea and the Netherlands to lower-cost countries including China, Mexico, Malaysia, and the Dominican Republic. We continue to increase our use of local suppliers based in these lower-cost locations.

~Feb 2011, SEC Filing page 80

       In that same SEC Filing, Sensata wrote:
Recent Developments

     On January 28, 2011, we used cash on hand to complete the acquisition of the Automotive on Board business of Honeywell International Inc ...
    We acquired this business in order to complement the existing operations of our sensors segment, provide new capabilities in light vehicle speed and position sensing, and expand our presence in emerging markets, particularly in China.

~SEC Filing page 35

               Mitt Romney still owned shares in the Bain funds that own Sensata.  The New York times explains that Mitt Romney 'donated' $405,000 in Sensata stock.
In the case of Sensata... he [Mitt Romney] reported a charitable donation of $405,000 in Sensata stock that he received as “partnership distributions” in 2010 and 2011, according to his tax returns.
             It would seem to me that if Romney benefited from "partnership distributions" on his 2010 and 2011 Federal Tax Returns that he, as being included in the "Partnership" could have, or would have some legal voting right on the Honeywell acquisition.  

              So, to me, the question becomes, did Mitt Romney, as a shareholder who receives "partnership distributions" vote "yes" on that Acquisition, knowing in advance, that Bain had intended to close the plant as part of the Honeywell Deal?

            Romney says he wants to treat America's economy via the Romney-Bain-Way ... I think it is clear the Romney-Bain-Way destroys American Families by Bain shipping their jobs to China for personal profit.

            Additional information about the Romney-Bain-Way was revealed in the February 2011 Sensata (Bain) SEC Filing went on to say:

    Attractive cost structure with scale advantage and low-cost footprint. We believe that our global scale and cost-focused approach have provided us with an attractive cost position within our industry. We currently manufacture approximately 1.1 billion devices per year, with approximately 90% of our production in low-cost countries including China, Mexico, Malaysia and the Dominican Republic.

      ...  We have achieved our current cost position through a CONTINUOUS process of migration to low-cost manufacturing locations, transformation of our supply chain to low-cost sourcing, product design improvements and ongoing productivity-enhancing initiatives.

~February 2011 SEC Filing page 80

       It is abundandly clear, through Bain's Sensata's SEC Filing that the Romney-Bain-Way is to continue to destroy American families by shipping their jobs to China to personally profit millions.  That is not the mentality any US President should have.

        In Sensata's 2011 Annual Report, they cite their purchase of Honeywell in Freeport and talk about increasing their presence in China.

In January 2011, we acquired the Automotive on Board sensors business
(“Automotive on Board”) of Honeywell International Inc., in order to complement the existing operations of our sensors segment, provide new capabilities in light vehicle speed and position sensing, and expand our presence in emerging markets, particularly in China.
      Sensata's 2011 Annual Report goes on to say that moving American jobs to China will enhance their 'future growth':
Expand our presence in significant emerging markets:
     We believe emerging markets such as China, India and Brazil represent substantial, rapidly growing opportunities ... We believe our substantial manufacturing presence and capacity in China provides us with a significant opportunity for future growth.

~page 7

       In the 47% Tape, reported by David Corn of Mother Jones, Romney talked about the oppression of the China workers that he shipped American's jobs to.  Romney said the China factory was surrounded by a big fence and guard towers.  He said most of the workers at the factory were young women who lived in cramped dorm rooms, with as many as a dozen in each room.  

        The most disgusting thing to me is that those oppressive, inhumane conditions did not stop Mitt Romney from shipping American jobs to those factories in China ... it's as if Romney thinks that is how workers should be treated.

When I was back in my private equity days, we went to China to buy a factory there. It employed about 20,000 people. And they were almost all young women between the ages of about 18 and 22 or 23. They were saving for potentially becoming married.

And they work in these huge factories, they made various uh, small appliances. And uh, as we were walking through this facility, seeing them work, the number of hours they worked per day, the pittance they earned, living in dormitories with uh, with little bathrooms at the end of maybe 10, 10 room, rooms. And the rooms they have 12 girls per room.

Three bunk beds on top of each other. You've seen, you've seen them? (Oh...yeah, yeah!) And, and, and around this factory was a fence, a huge fence with barbed wire and guard towers. And, and, we said gosh! I can't believe that you, you know, keep these girls in! They said, no, no, no. This is to keep other people from coming in.

~Mitt Romney 2012 Fundraiser

       Back to Sensata; Romney's entire economic premise is that it is the role of the Shareholder, not government, to oversee businesses reach optimal results.

        Therefore, according to Senata spokesman, Bain knew in advance of purchasing Sensata in Freeport, that they, Bain, was planning to close the plant as part of the Deal.

        Mitt Romney was not just a "shareholder" in Sensata, Romney had "Partnership Distribution" status on his Federal Tax Returns in 2010 and 2011.  

        So did Mitt Romney, personally, or his lawyer governing his  "Age old Ruse" Blind Trust vote 'yes' on the acquisition?  

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Comment Preferences

  •  great research (1+ / 0-)
    Recommended by:


    Yes, if government should "get out of the way"

    -- that leaves the Partners and the Shareholders

    responsible for what their Corporation does.

    Or at least it should.

    Are you ready to Vote? Are you still 'allowed' to Vote?
    -- Are you sure?

    by jamess on Sun Oct 21, 2012 at 09:21:03 AM PDT

  •  probably not (1+ / 0-)
    Recommended by:

    I have seen a lot of acquisition deals go down, and have been a part of many, but I've never seen an acquisition happen where individual share holders vote on the deal.  The Board Of Directors would likely vote, but not shareholders.  There would be no way a corporation would go public about an acquisition before it happened.  Most deals are kept quiet until they are completed.

    •  PE limited partners never (1+ / 0-)
      Recommended by:

      vote on deals. That is done by the Manager, period. I'm not sure where these theories come from.

      •  Sensata is not a Limited Partnership (0+ / 0-)

        Bain Capital owns voting rights of Sensata and Romney filed 2010 & 2011 that he had "Partnership Distribution" in Sensata.

        SEC FILING

        Unless the context specifically indicates otherwise, references in this prospectus to:
        (i) “we,” “us,” “our,” the “Company” and “Sensata” refer collectively to Sensata Technologies Holding N.V. and its consolidated subsidiaries and their respective predecessors;
        (ii) the “2006 Acquisition” refers to the acquisition of the sensors and controls business, or “S&C business,” of Texas Instruments Incorporated, or “Texas Instruments,” on April 27, 2006 by an investor group led by investment funds advised or managed by the principals of Bain Capital Partners, LLC, or “Bain Capital;”
        (iii) “Sponsors” refers collectively to Bain Capital and its co-investors; and
        (iv) “Predecessor” for accounting purposes refers to the S&C business with respect to its results of operations for periods prior to the 2006 Acquisition.
        Bain Capital Fund VIII, L.P. (“Fund VIII”),
        Bain Capital VIII Coinvestment Fund, L.P. (“Coinvestment VIII”),
        Bain Capital Fund VIII-E, L.P. (“Fund VIII-E”),
        Bain Capital Fund IX, L.P. (“Fund IX”),
        Bain Capital IX Coinvestment Fund,
        L.P. (“Coinvestment IX”), BCIP Associates III (“BCIP III”),
        BCIP Trust Associates III (“BCIP Trust III”),
        BCIP Associates III-B (“BCIP III-B”),
        BCIP Trust Associates III-B (“BCIP Trust III-B”)
        and BCIP Associates-G (“BCIP-G”) together hold approximately 80.6% of the equity interests of Sensata Investment Co.

        BCI is the Managing General Partner of BCIP III, BCIP Trust III, BCIP III-B, BCIP Trust III-B and BCIP-G. BCI is also the General Partner of Bain Capital Partners IX, L.P., which is the General Partner of Fund IX and Coinvestment IX,
        Bain Capital Partners VIII, L.P., which is the General Partner of Fund VIII and Coinvestment VIII, and Bain Capital Partners VIII-E, which is General Partner of Fund VIII-E.

        As a result, the Investment Committee of BCI may be deemed to exercise voting and dispositive power with respect to the shares held by Sensata Investment Co. Certain partners and other employees of the funds which own Sensata Investment Co. expect to make a contribution of ordinary shares to one or more charities prior to this offering.

        In such case, a recipient charity or other security holder of Sensata Investment Co. may, if it chooses to participate in the offering, be the selling stockholder with respect to such ordinary shares. Any such contributions will not change the aggregate number of ordinary shares being offered by the selling shareholders in this offering. In the event that one or more of the recipient charities or other securityholders of Sensata Investment Co. elect not to participate in the offering, the number of ordinary shares being offered by Sensata Investment Co. will be correspondingly adjusted such that the aggregate number of ordinary shares being offered by the selling shareholders in this offering remains unchanged.

        Read more:
        •  You don't understand the PE (0+ / 0-)

          structure. Sensata is merely one investment made by a private equity partnership. The GP of that partnership makes all the decisions, not the LPs. To summarize, the PE fund's managers (not investors) make its decisions. The individual companies (such as Sensata) have boards that make their decisions. The managers of the PE fund get board seats, and the votes they make are decided by the managers of the fund.

          At no point do the investors make any decisions whatsoever (other than to invest in the PE fund in the first place). This is not only the way Bain works, this is the way the entire industry works.

      •  doc2 - you are correct (0+ / 0-)

        In a private equity deal the actual private equity funds own nearly all the shares and they vote on the deal without asking the minority shareholders. Technically every shareholder can vote, but typically what happens is that you receive a letter that a super majority of the shares have voted in favor and the deal is going to close, and your vote is not required. If a minority shareholder doesn't support the deal they can make some noise, but unless the minority has at least 10% of the total shares they are powerless. If they do own 10% they can require more process, but really can't stop the deal.

        Given Romney's small personal holdings of these shares it's likely he was notified rather than receiving a proxy statement requesting a vote.

        "let's talk about that"

        by VClib on Sun Oct 21, 2012 at 10:06:47 AM PDT

        [ Parent ]

        •  VCLib Sensata is NOT a private equity firm (0+ / 0-)

          and you are wrong when you say Romney has 'small personal holdings in the shares.'

          Romney has so many shares that he "reported a charitable donation of $405,000 in Sensata stock that he received as “partnership distributions” in 2010 and 2011, according to his tax returns.

          See those words: he received as “partnership distributions"

          That means that Romney used his Bain "Partnership Distribution" status

          26 USC § 752 - Treatment of certain liabilities
          (a) Increase in partner’s liabilities
          Any increase in a partner’s share of the liabilities of a partnership, or any increase in a partner’s individual liabilities by reason of the assumption by such partner of partnership liabilities, shall be considered as a contribution of money by such partner to the partnership.
          Also, did you see that huge dollar amount "$405,000 in Sensata stock"

          VCLib - I am sure you are a very nice person, but for some reason you seem to throw things into your comments that lack honesty and I don't know why you do that.

          •  TeamS - my understanding is that Bain Capital (0+ / 0-)

            investment partnerships own a majority interest in Sensata. I don't know who owns the rest, but I thought it was other private equity funds, plus the management and other minority shareholders like Romney.

            "Partnership Distribution" isn't exactly a status, it's an ownership interest in a specific private equity investment partnership. It allows you to receive a share of profits either in cash or "in kind", typically shares and that is what happened in this case. Once you have received the shares you have all the rights of any shareholder. However, being a minority shareholder has few rights, other than your right as a shareholder to receive your pro rata share of any dividends that are declared for your class of stock or sale proceeds when the company is sold.

            TeamS - I am a nice person and it appears from your diary that you are not familiar with corporate finance legal issues and how private equity partnerships actually work. I was trying to fill in some gaps. Sorry if it isn't helpful.  

            "let's talk about that"

            by VClib on Sun Oct 21, 2012 at 12:01:26 PM PDT

            [ Parent ]

          •  TeamS - Sensata is a public company (0+ / 0-)

            traded on the NYSE under the symbol ST. It has a market value of $5 billion. Romney's $700,000 worth of Sensata stock would represent less than one tenth of one percent of the total value of the company, making Romney an inconsequential shareholder.  

            Now that I understand that ST is a public company, of which a Bain Capital limited partnership is the majority owner, I'll go look to see if the transaction to acquire the Honeywell sensor division required a shareholder vote. Given that ST has annual sales of nearly $2 billion, and a market value of $5 billion, the acquisition of the Honeywell unit of less than 200 employees may have been too small to require a Sensata shareholder vote.  

            "let's talk about that"

            by VClib on Sun Oct 21, 2012 at 12:43:32 PM PDT

            [ Parent ]

        •  vclib I just found this (0+ / 0-)

          According to his recently released 2011 tax returns, Romney transferred $701,703 worth of Sensata stock to the Tyler Charitable Foundation, a 501(c)3 tax-exempt nonprofit controlled by Romney. The gift is listed on page 323 of the pdf, on form 8283

          Romney has a LARGE amount of Sensata stock -- so large he transfers it to one of his charities to avoid paying Cap Gains Tax on it.

          •  TeamS - I don't know what the value is of (0+ / 0-)

            Sensata but it is likely hundreds of millions. If Romney owned $700,000 worth of stock in a company worth just $100 million it would mean that he owned less than 1% and therefore would not likely be involved in voting for any specific acquisition.  

            "let's talk about that"

            by VClib on Sun Oct 21, 2012 at 11:51:51 AM PDT

            [ Parent ]

          •  TeamS - no Sensata shareholder vote was required (0+ / 0-)

            Sensata acquired the Honeywell Sensing and Control business unit for $140 million in cash. The Honeywell unit had annual sales of approximately $130 million. The deal was announced on Oct 28, 2010 in an 8K filed with the SEC and available on line. The size of the transaction was too small to trigger a requirement that Sensata shareholders approve the transaction and no proxy statement was issued as part of this acquisition. Typically an acquisition would need to represent 20% of the combined company, post merger, to require a shareholder vote. With sales of $130 million the Honeywell unit represented less than 9% of the 2010 total Sensata revenues of $1.5 billion.

            "let's talk about that"

            by VClib on Sun Oct 21, 2012 at 01:10:08 PM PDT

            [ Parent ]

    •  I disagree with you (0+ / 0-)

      Listing Rule 5635(a):
       shareholder approval is required if any director, officer or 5% or greater shareholder has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the company or assets to be acquired or in the consideration to be paid in the transaction(s) and the present or potential issuance of common stock, or securities convertible into or exercisable for common stock, could result in an increase in outstanding common stock or voting power of 5% or more.

      In addition, shareholder approval is required for an acquisition of stock or assets of another company if the present or potential issuance of common stock or securities convertible into or exercisable for common stock, other than a public offering for cash, may equal or exceed 20% of the voting power or the total shares outstanding on a pre-transaction basis.

      Bain does the voting for Sensata and Romney used "Partnership Distribution" on 2010 & 2011 Tax Returns regarding Sensata.

  •  The reason that this story is (0+ / 0-)

    not catching on, despite being endlessly flogged on the liberal blogosphere, is because this has nothing directly to do with Romney. It's all indirect, and no voter thinks that what Bain did years after Mitt left is directly attributable to him. You may think this story is the cat's meow, but unless it appeals to the typical American voter, it is a bust as a campaign issue. The 47% worked. Maybe Romnesia will work. Sensata is just not catching on, let's face it and move on to things that do.

  •  Blind Trusts are an age old ruse.. (1+ / 0-)
    Recommended by:

    Willard is culpable

    Perhaps one day the Fourth Estate will take their jobs seriously. Or not.

    by Anthony Page aka SecondComing on Sun Oct 21, 2012 at 10:20:31 AM PDT

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