{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-056593","form_type":"8-K","ticker":"ON","cik":"0001097864","company_name":"ON SEMICONDUCTOR CORP","filed_at":"2023-03-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.858259+00:00","generated_at":"2026-06-18T14:09:19.650017+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"ON Semiconductor completes $1.5B convertible note offering, uses proceeds to repay debt","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-056593","json":"https://secwatch.observer/filing/0001193125-23-056593.json","markdown":"https://secwatch.observer/filing/0001193125-23-056593.md","text":"https://secwatch.observer/filing/0001193125-23-056593.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/0001193125-23-056593-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/d382064d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T14:09:19.650017+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":[{"claim_id":"f3144c081d945773805ec40eedeb7693410a4ac4","claim":"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.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/0001193125-23-056593-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$1.5 billion aggregate principal amount"},{"label":"Counterparty","value":"Computershare Trust Company, National Association"},{"label":"Rate","value":"0.50% per year"},{"label":"Maturity","value":"March 1, 2029"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"fad7d19f11691a2c4d0b7ce39bacf0514ceee7b2","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/0001193125-23-056593-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Computershare Trust Company, National Association"},{"label":"Value","value":"$1.5 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2029"},{"label":"Effective","value":"2023-02-28"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}