ON SEMICONDUCTOR CORP (ON): debt financing — ON Semiconductor completes $1.5B convertible note offering, uses proceeds to repay debt

ON SEMICONDUCTOR CORP

Completed $1.5B aggregate principal of 0.50% Convertible Senior Notes due 2029, including $200M greenshoe.
Net proceeds ~$1.466B; to repay $1.086B Term Loan B facility and pay $171.5M cost of convertible note hedges.
Initial conversion price ~$103.87 per share (conversion rate 9.6277 shares per $1,000).
Sold warrants with strike $156.78 (100% premium over $78.39 close) to offset hedge cost.
Notes guaranteed by subsidiaries that are borrowers under credit agreement.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

ON SEMICONDUCTOR CORP incurred convertible notes of $1.5 billion aggregate principal amount with Computershare Trust Company, National Association at 0.50% per year maturing March 1, 2029.

Instrument: convertible notes
Principal: $1.5 billion aggregate principal amount
Counterparty: Computershare Trust Company, National Association
Rate: 0.50% per year
Maturity: March 1, 2029
Event: incurrence

Exact text from the filing

On February 28, 2023, ON Semiconductor Corporation (the “ Company ”) completed its previously announced private unregistered offering of $1.5 billion aggregate principal amount of its 0.50% Convertible Senior Notes due 2029 (the “ Notes ”), which amount includes the full exercise of the initial purchasers’ option to purchase up to $200 million aggregate principal amount of additional Notes.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

ON SEMICONDUCTOR CORP entered into Indenture with Computershare Trust Company, National Association valued at $1.5 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2029 (effective 2023-02-28).

Action: entry
Agreement: notes offering
Counterparty: Computershare Trust Company, National Association
Value: $1.5 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2029
Effective: 2023-02-28

Exact text from the filing

On February 28, 2023, ON Semiconductor Corporation (the “ Company ”) completed its previously announced private unregistered offering of $1.5 billion aggregate principal amount of its 0.50% Convertible Senior Notes due 2029 (the “ Notes ”), which amount includes the full exercise of the initial purchasers’ option to purchase up to $200 million aggregate principal amount of additional Notes.

View on SEC.gov

225 debt financings filed in the last 30 days. Browse all debt financings →

ON SEMICONDUCTOR CORP filing history →

Source: SEC EDGAR

accession 0001193125-23-056593

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