---
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"
generated_at: "2026-06-18T14:09:19.650017+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# ON Semiconductor completes $1.5B convertible note offering, uses proceeds to repay debt

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-056593
- JSON: https://secwatch.observer/filing/0001193125-23-056593.json
- Plain text: https://secwatch.observer/filing/0001193125-23-056593.txt

## Key facts
- Debt Financings
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/0001193125-23-056593-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1097864/000119312523056593/0001193125-23-056593-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.