--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-174498" form_type: "8-K" ticker: "ON" cik: "0001097864" company_name: "ON SEMICONDUCTOR CORP" filed_at: "2023-06-26T23:59:59+00:00" generated_at: "2026-06-13T16:50:47.445239+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # ON Semiconductor enters $1.5B revolver, borrows $375M to refinance existing debt ## Summary - $1.5B senior revolving credit facility maturing June 22, 2028. - Borrowed $375M at closing to repay existing credit agreement and fees. - Financial covenant: max total net leverage ratio 4.00:1 pre-investment grade, 3.50:1 post. - Interest based on Term SOFR/EURIBOR/TIBOR plus margin; BMO Capital Markets as sustainability structuring agent. - Domestic subsidiaries guarantee; security pledge over substantially all assets. ## SEC filing metadata - accession: 0001193125-23-174498 - form_type: 8-K - ticker: ON - cik: 0001097864 - company_name: ON SEMICONDUCTOR CORP - filed_at: 2023-06-26T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 1.02, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/0001193125-23-174498-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/d476071d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-174498 - JSON: https://secwatch.observer/filing/0001193125-23-174498.json - Plain text: https://secwatch.observer/filing/0001193125-23-174498.txt ## Key facts - Debt Financings ON SEMICONDUCTOR CORP incurred revolving credit of $1.5 billion senior revolving credit facility; $375,000,000 aggregate borrowed on closing date with JPMorgan Chase Bank, N.A., as administrative agent; several lenders party thereto at Term Benchmark Loans plus 1.25%; RFR Loans plus 1.25%; ABR Loans based on prime maturing not specified (revolving credit facility). - Instrument: revolving credit - Principal: $1.5 billion senior revolving credit facility; $375,000,000 aggregate borrowed on closing date - Counterparty: JPMorgan Chase Bank, N.A., as administrative agent; several lenders party thereto - Rate: Term Benchmark Loans plus 1.25%; RFR Loans plus 1.25%; ABR Loans based on prime - Maturity: not specified (revolving credit facility) - Event: incurrence source text: On June 22, 2023 (the " Closing Date "), ON Semiconductor Corporation (the " Company ") entered into a $1.5 billion senior revolving credit facility (the " Revolvin g Credit Facility "), the terms of which are set forth in a Credit Agreement (the " New Credit A g reement "), dated as of June 22, 2023, by and among the Company, as borrower, the several lenders party thereto (the " Lenders "), JPMorgan Chase Bank, N.A., as administrative agent evidence_url: https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/0001193125-23-174498-index.htm - Material Agreements ON SEMICONDUCTOR CORP terminated Existing Credit Agreement with Deutsche Bank AG New York Branch valued at all of the Company’s and its subsidiaries’ indebtedness under the credit agreement by and among the (effective 2023-06-22). - Action: termination - Agreement: credit facility - Counterparty: Deutsche Bank AG New York Branch - Value: all of the Company’s and its subsidiaries’ indebtedness under the credit agreement by and among the - Effective: 2023-06-22 source text: On the Closing Date, the Company used the Gross Proceeds to (i) refinance, repay and terminate, including discharging and releasing all security and guaranties (subject to the timelines contemplated in the New Credit Agreement) in respect of, all of the Company’s and its subsidiaries’ indebtedness under the credit agreement by and among the Company as borrower, the several lenders from time to time parties thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the other parties thereto, dated as of April 15, 2016, as amended (the “ Existing Credit Agreement ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/0001193125-23-174498-index.htm - Material Agreements ON SEMICONDUCTOR CORP entered into New Credit Agreement with JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets, Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, HSBC Securities (USA) N.A., Morgan Stanley Senior Fund valued at $1.5 billion (effective 2023-06-22). - Action: entry - Agreement: credit facility - Counterparty: JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets, Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, HSBC Securities (USA) N.A., Morgan Stanley Senior Fund - Value: $1.5 billion - Effective: 2023-06-22 source text: On June 22, 2023 (the “ Closing Date ”), ON Semiconductor Corporation (the “ Company ”) entered into a $1.5 billion senior revolving credit facility (the “ Revolvin g Credit Facility ”), the terms of which are set forth in a Credit Agreement (the “ New Credit A g reement ”), dated as of June 22, 2023, by and among the Company, as borrower, the several lenders party thereto (the “ Lenders ”), JPMorgan Chase Bank, N.A., as administrative agent (the “ Administrative Agent ”), JPMorgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, BMO Capital Markets, Corp., BNP Paribas Securities Corp., Citibank, N.A., Credit Agricole Corporate and Investment Bank, Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, HSBC Securities (USA) N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD, PNC Bank, National Association and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners, and BMO Capital Markets, as sustainability structuring agent. evidence_url: https://www.sec.gov/Archives/edgar/data/1097864/000119312523174498/0001193125-23-174498-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.