UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~the~~ Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~February~~April 1112, 2011

Commission file number 333-113658

Sensus (Bermuda 2) Ltd. (Exact name of registrant as specified in its charter) Sensus USA Inc. (Exact name of registrant as specified in its charter)


Sensus (Bermuda 2) Ltd.				Sensus USA Inc.
(Exact name of registrant as specified in its charter)				(Exact name of registrant as specified in its charter)

Bermuda

98-0413362

Delaware

51-0338883

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

8601 Six Forks Road, Suite 700, Raleigh, North Carolina 27615

(Address of principal executive offices) (Zip Code)

(919) 845-4000

(Registrants’ 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 (see General Instruction A.2. below):

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 5 8.~~02 Departure~~01 ofOther ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~February~~April 1112, 2011, Sensus USA Inc. (the ~~Compensation~~“Company”) ~~Committee~~announced ofthat ~~the~~it ~~Board~~has ofcommenced ~~Directors~~a cash tender offer (the “~~Committee~~Offer”) ofto ~~Sensus~~purchase ~~(Bermuda~~any ~~2) Ltd.~~ and ~~Sensus~~all ~~USA~~of ~~Inc.~~the ~~approved~~$275 million aprincipal ~~change~~amount ~~in the compensation~~ of ~~Mr. James~~its ~~Hilty,~~8-5/8% ~~interim~~Senior ~~Chief~~Subordinated ~~Financial~~Notes ~~Officer &~~due ~~Vice President,~~2013 ~~Business Development~~(the “Notes”). ~~Mr. Hilty’s~~In ~~new~~connection ~~base~~with ~~salary~~the ~~is $215~~Offer,~~000,~~ ~~retroactive~~the toCompany beis ~~effective~~seeking asfrom ofthe ~~January 17,~~holders ~~2011.~~of ~~Mr. Hilty~~the ~~will~~Notes ~~also~~consents ~~receive~~to ~~two~~certain ~~lump-sum~~proposed ~~payments~~amendments into the ~~amount~~indenture offor ~~$10,000,~~the ~~payable~~Notes onthat ~~April 18, 2011~~would ~~and~~eliminate ~~July 18,~~substantially ~~2011.~~all ~~Incremental~~of ~~payments~~the ~~beyond~~restrictive ~~July~~covenants, certain ~~2011~~repurchase ~~are~~rights ~~subject~~and tocertain ~~the~~events ~~Committee’s~~of ~~further~~default ~~review~~ and ~~approval.~~related Inprovisions ~~all~~contained ~~other~~in ~~respects,~~the ~~Mr. Hilty’s~~indenture ~~compensation~~governing ~~and~~the ~~benefits~~Notes ~~remain~~(the ~~unchanged~~“Consent Solicitation”).

A copy of the press release relating to the Offer and the Consent Solicitation is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press release, dated April 12, 2011.

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.

	SENSUS (BERMUDA 2) LTD.
Dated: February 15, 2011	By:	/s/ Peter Mainz
Dated: April 13, 2011	By:	/s/ Peter Mainz
	Name:	Peter Mainz
	Title:	Chief Executive Officer & President
	SENSUS USA INC.
Dated: April 13, 2011	By:	/s/ Peter Mainz
	Name:	Peter Mainz
	Title:	Chief Executive Officer & President

Name: Peter Mainz Title: Chief Executive Officer & President SENSUS USA INC.

Dated: February 15, 2011 By: /s/ Peter Mainz

Name: Peter Mainz Title: Chief Executive Officer & President

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