{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-26-038294","form_type":"8-K","ticker":"ON","cik":"0001097864","company_name":"ON SEMICONDUCTOR CORP","filed_at":"2026-10-01T21:10:07+00:00","discovered_at":"2026-10-01T21:12:00.322348+00:00","generated_at":"2026-10-12T14:27:56.028193+00:00","sec_items":["1.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"onsemi, Synaptics amend merger: cash consideration cut to $123/share (~$5.7B) from ~$7B","bullets":["Amended and Restated Agreement and Plan of Merger dated Oct 1, 2026 revises consideration to $123/share in cash for Synaptics, ~$5.7B total vs ~$7B previously.","Amendment follows an unsolicited competing proposal from third party 'Party A'; onsemi intends to withdraw its S-4 and the deal is no longer a Section 368 reorganization.","onsemi obtained a $2,450,000,000 senior secured term loan commitment from Morgan Stanley Senior Funding; receipt of financing is not a closing condition.","Eliminated closing conditions include S-4 effectiveness, Nasdaq listing approval, absence of an onsemi material adverse effect, and closing tax opinions.","Deal expected to close by mid-2027; FTC approval received, other regulators reviewing; Synaptics to file preliminary proxy within 10 days."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-26-038294","json":"https://secwatch.observer/filing/0001140361-26-038294.json","markdown":"https://secwatch.observer/filing/0001140361-26-038294.md","text":"https://secwatch.observer/filing/0001140361-26-038294.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1097864/000114036126038294/0001140361-26-038294-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1097864/000114036126038294/ef20083030_8k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T14:27:56.028193+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}