ON Semiconductor Announces Pricing of Private Offering of $700 Million of 0% Convertible Senior Notes
ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced today the pricing of its previously announced private offering of $700 million aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “notes”) at an approximately 42.5% premium to the closing price of ON Semiconductor’s common stock on May 11, 2021 of $37.17. The notes were offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). ON Semiconductor has granted to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $105 million aggregate principal amount of the notes. The offering of the notes and the convertible hedge and warrant transactions described below are expected to close on May 14, 2021, subject to customary closing conditions.
The notes will be ON Semiconductor’s senior unsecured obligations and will be guaranteed by certain of its subsidiaries. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on May 1, 2027, unless earlier repurchased, redeemed or converted. The initial conversion rate is 18.8796 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $52.97 per share, representing a premium of approximately 42.5% over the closing stock price on May 11, 2021. ON Semiconductor will satisfy any conversion elections by paying cash up to the aggregate principal amount of the notes to be converted, and paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at ON Semiconductor’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes to be converted.
ON Semiconductor may redeem for cash all or any portion of the notes, at its option at any time and from time to time, on or after May 1, 2024 if the last reported sale price of ON Semiconductor’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which ON Semiconductor provides the related notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the notes. If ON Semiconductor undergoes a fundamental change (as defined in the indenture governing the notes), holders may require ON Semiconductor to repurchase for cash all or part of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.
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