ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”)
announced today that it intends to offer, subject to market and
other conditions, $700 million aggregate principal amount of 0%
Convertible Senior Notes due 2027 (the “notes”) in a private
offering. The notes will be 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 also expects to grant 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 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. 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. The initial
conversion rate of and other terms of the notes will be determined
by negotiations between ON Semiconductor and the initial purchasers
of the notes.
ON Semiconductor intends to use the net proceeds from the
offering, together with cash on hand, (i) to pay the cost of the
convertible note hedge transactions described below (after such
cost is partially offset by the proceeds to it from the sale of the
warrant transactions described below), (ii) to repurchase or
exchange a portion of the aggregate principal amount outstanding of
ON Semiconductor’s existing 1.625% Convertible Senior Notes due
2023 (the “2023 Notes”) in privately negotiated note repurchase or
exchange transactions described below, (iii) to repay a portion of
the existing outstanding indebtedness under ON Semiconductor’s
revolving credit facility and related transaction fees and
expenses, if any, and (iv) with respect to the remainder of the net
proceeds, if any, for general corporate purposes, including the
repurchase of shares of ON Semiconductor’s common stock. If the
initial purchasers exercise their option to purchase additional
notes, ON Semiconductor expects to enter into additional
convertible note hedge transactions and warrant transactions, and
intends to use cash on hand, a portion of the net proceeds from the
sale of any such additional notes or a combination thereof, to pay
the costs of such additional convertible note hedge transactions
(which would be partially offset by the proceeds to us from the
sale of additional warrant transactions).
In connection with the pricing of the notes, ON Semiconductor
expects to enter into privately negotiated convertible note hedge
agreements with certain of the initial purchasers of the notes or
their affiliates and/or other financial institutions (the “hedge
counterparties”). The convertible note hedge transactions will
cover, subject to customary anti-dilution adjustments, the number
of shares of common stock that initially underlie the notes, and
are expected to reduce the potential dilution to the common stock
and/or offset potential cash payments in excess of the principal
amount upon conversion of the notes. ON Semiconductor also expects
to enter into warrant transactions with the hedge counterparties
relating to the same number of shares of common stock. The warrant
transactions could have a dilutive effect on the common stock to
the extent that the market price per share of the common stock
exceeds the strike price of the warrants. If the initial purchasers
exercise their option to purchase additional notes, ON
Semiconductor expects to enter into additional convertible note
hedge and warrant transactions.
In connection with establishing their initial hedge of the
convertible note hedge and warrant transactions, the hedge
counterparties, or their affiliates, expect to purchase shares of
the common stock and/or enter into various derivative transactions
with respect to the common stock concurrently with or shortly after
the pricing of the notes. In addition, the hedge counterparties, or
their affiliates, may modify their hedge positions by entering into
or unwinding various derivative transactions with respect to the
common stock and/or by purchasing or selling the common stock or
other securities of ON Semiconductor in secondary market
transactions prior to the maturity of the notes, and are likely to
do so following the conversion of the notes or during any
observation period related to a conversion of notes. These hedging
activities could have the effect of increasing, or reducing the
size of any decline in, the market price of ON Semiconductor’s
common stock or the notes at that time.
Contemporaneously with the pricing of the notes, ON
Semiconductor expects to enter into one or more separate and
individually negotiated transactions with one or more holders of
the 2023 Notes to repurchase or exchange a portion of the 2023
Notes on terms to be negotiated with each holder (each, a “note
repurchase”). The terms of any note repurchase are anticipated to
be individually negotiated with each holder and will depend on
several factors, including the market price of ON Semiconductor’s
common stock and the trading price of the 2023 Notes at the time of
each such note repurchase. No assurance can be given as to how
much, if any, of the 2023 Notes will be repurchased or exchanged or
the terms on which they will be repurchased or exchanged. The
consideration for any such note repurchases may include cash,
shares of ON Semiconductor’s common stock, or a combination
thereof. ON Semiconductor expects that holders of the outstanding
2023 Notes that sell or exchange their 2023 Notes may enter into or
unwind various derivatives with respect to ON Semiconductor’s
common stock (including entering into derivatives with one or more
of the initial purchasers in the notes offering or their respective
affiliates) and/or purchase or sell shares of ON Semiconductor’s
common stock concurrently with or shortly after the pricing of the
notes. This activity could affect the market price of ON
Semiconductor’s common stock and the initial conversion price of
the notes.
In connection with the issuance of the 2023 Notes, ON
Semiconductor entered into convertible note hedge transactions (the
“existing convertible note hedge transactions”) with certain
financial institutions (the “existing counterparties”). ON
Semiconductor also entered into separate warrant transactions (the
“existing warrant transactions”) with the existing counterparties.
To the extent ON Semiconductor effects note repurchases, ON
Semiconductor intends to enter into agreements with the existing
counterparties to terminate a portion of: (i) the existing
convertible note hedge transactions in a notional amount
corresponding to the principal amount of the 2023 Notes repurchased
or exchanged and (ii) the existing warrant transactions with
respect to a number of shares equal to the notional shares
underlying such 2023 Notes repurchased or exchanged. In connection
with such terminations, the existing counterparties and/or their
respective affiliates may purchase or sell shares of common stock
in secondary market transactions, and/or enter into or unwind
various derivative transactions with respect to ON Semiconductor’s
common stock concurrently with or shortly after the pricing of the
notes. In connection with such terminations, ON Semiconductor
anticipates that it will receive, on a net basis from the existing
counterparties, shares of its common stock.
The repurchase or exchange of the 2023 Notes and the unwind of
the existing convertible note hedge transactions and the existing
warrant transactions described above, and the potential related
market activities by holders of the 2023 Notes participating in the
note repurchases and/or exchanges and the existing counterparties,
as applicable, could increase (or reduce the size of any decrease
in) or decrease (or reduce the size of any increase in) the market
price of ON Semiconductor’s common stock, which may affect the
trading price of the notes at that time and the initial conversion
price of the notes. ON Semiconductor cannot predict the magnitude
of such market activity or the overall effect it will have on the
price of the notes or ON Semiconductor’s common stock.
The notes, guarantees and any shares of the common stock
issuable upon conversion of the notes have not been registered
under the Securities Act or under any U.S. state securities laws or
other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities
laws of any such state or jurisdiction.
About ON Semiconductor
ON Semiconductor (Nasdaq: ON) is driving energy efficient
electronics innovations that help make the world greener, safer,
inclusive and connected. The company has transformed into our
customers’ supplier of choice for power, analog, sensor and
connectivity solutions. Our superior products help engineers solve
their most unique design challenges in automotive, industrial,
cloud power, and Internet of Things (IoT) applications. ON
Semiconductor operates a responsive, reliable supply chain and
quality programs, and robust ESG programs. Headquartered in
Phoenix, Arizona, the company has a global network of manufacturing
facilities, sales and marketing offices and engineering centers in
its key markets.
ON Semiconductor and the ON Semiconductor logo are registered
trademarks of Semiconductor Components Industries, LLC. All other
brand and product names appearing in this document are registered
trademarks or trademarks of their respective holders. Although the
company references its Web site in this news release, such
information on the Web site is not to be incorporated herein.
Cautions Regarding Forward-Looking Statements
Certain statements in this press release, including, among
others, the proposed terms of the notes and the related guarantees,
the size of the notes offering, including the option to the initial
purchasers to purchase additional notes, the extent, and potential
effects, of convertible note hedge and warrant transactions, the
potential dilution to the common stock, the conversion price for
the notes, the expected use of the proceeds from the sale of the
notes, including the repurchase or exchange transactions described
herein, and the unwind of the existing convertible note
transactions and the exiting warrant transactions described herein
and the potential effects thereof, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements are often characterized by the
use of words such as “believes,” “estimates,” “expects,”
“projects,” “may,” “will,” “intends,” “plans,” “should,” or
“anticipates,” and similar expressions. All forward-looking
statements in this press release are made based on Semiconductor’s
current expectations, forecasts, estimates and assumptions, and
involve risks, uncertainties and other factors that could cause
results or events to differ materially from those expressed in the
forward-looking statements. Among these factors are economic
conditions and markets (including current financial conditions),
exchange rate fluctuations, risks associated with decisions to
expend cash reserves for various uses in accordance with ON
Semiconductor’s capital allocation policy such as debt prepayment,
stock repurchases or acquisitions rather than to retain such cash
for future needs, risks associated with ON Semiconductor’s
substantial leverage and restrictive covenants in ON
Semiconductor’s debt agreements that may be in place from time to
time, and risks involving governmental regulation. Additional
factors that could cause results to differ materially from those
projected in the forward-looking statements are contained in ON
Semiconductor's 2020 Annual Report on Form 10-K, Quarterly Report
on Form 10-Q, Current Reports on Form 8-K and other of ON
Semiconductor’s filings with the SEC. ON Semiconductor assumes no
obligation to update such information, except as may be required by
law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210510005896/en/
Sarah Rockey Corporate Communications / Media Relations
ON Semiconductor (602) 244-5910 sarah.rockey@onsemi.com
Parag Agarwal Vice President Investor Relations and
Corporate Development ON Semiconductor (602) 244-3437
parag.agarwal@onsemi.com
ON Semiconductor (NASDAQ:ON)
過去 株価チャート
から 6 2024 まで 7 2024
ON Semiconductor (NASDAQ:ON)
過去 株価チャート
から 7 2023 まで 7 2024