ON Semiconductor Corporation (NASDAQ:CY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement.
On November 21, 2016, ON Semiconductor Corporation (the Company)
and the Additional 1.00% Notes Guarantors (as defined herein)
entered into a Third Supplemental Indenture (the 1.00% Notes
Third Supplemental Indenture) with Wells Fargo Bank, National
Association, as trustee (the 1.00% Notes Trustee), to that
certain Indenture, dated as of June 8, 2015, as amended by the
First Supplemental Indenture, dated as of March 11, 2016, and the
Second Supplemental Indenture, dated as of April 14, 2016 (as
amended, the 1.00% Notes Indenture), among the Company, the
guarantors party thereto and the 1.00% Notes Trustee, to which
the Company has issued 1.00% Convertible Senior Notes due 2020
(the 1.00% Notes). to the 1.00% Notes Third Supplemental
Indenture, Fairchild Semiconductor International, Inc., Fairchild
Semiconductor Corporation, Fairchild Semiconductor Corporation of
California, Giant Holdings, Inc., Fairchild Semiconductor West
Corporation, Kota Microcircuits, Inc., Silicon Patent Holdings,
Giant Semiconductor Corporation, Micro-Ohm Corporation and
Fairchild Energy, LLC (the Additional 1.00% Notes Guarantors),
all of which are domestic subsidiaries of the Company, guaranteed
the Companys obligations under the 1.00% Notes Indenture and the
1.00% Notes.
On November 21, 2016, the Company and the Additional 2.625% Notes
Guarantors (as defined herein) entered into a Third Supplemental
Indenture (the 2.625% Notes Third Supplemental Indenture) with
Deutsche Bank Trust Companies Americas, as trustee (the 2.625%
Notes Trustee), to that certain Indenture, dated as of December
15, 2011, as amended by the First Supplemental Indenture, dated
as of March 11, 2016, and the Second Supplemental Indenture,
dated as of April 14, 2016 (as amended, the 2.625% Notes
Indenture), among the Company, the guarantors party thereto and
the 2.625% Trustee, to which the Company has issued 2.625%
Convertible Senior Subordinated Notes due 2026, Series B (the
2.625% Notes). to the 2.625% Notes Third Supplemental Indenture,
ON Semiconductor (China) Holdings, LLC, Fairchild Semiconductor
International, Inc., Fairchild Semiconductor Corporation,
Fairchild Semiconductor Corporation of California, Giant
Holdings, Inc., Fairchild Semiconductor West Corporation, Kota
Microcircuits, Inc., Silicon Patent Holdings, Giant Semiconductor
Corporation, Micro-Ohm Corporation and Fairchild Energy, LLC (the
Additional 2.625% Guarantors) guaranteed the Companys obligations
under the 2.625% Notes Indenture and the 2.625% Notes.
The foregoing descriptions of the 1.00% Notes Third Supplemental
Indenture and the 2.625% Notes Third Supplemental Indenture do
not purport to be complete and are qualified in their entirety by
reference to the full and complete terms of the 1.00% Notes Third
Supplemental Indenture and the 2.625% Notes Third Supplemental
Indenture, which are filed as Exhibit 4.1 and Exhibit4.2 to this
Current Report on Form 8-K, respectively, and are incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description |
|
| 4.1 |
Third Supplemental Indenture, dated November 21, 2016, among ON Semiconductor Corporation, the guarantors party thereto and Wells Fargo Bank, National Associate, as trustee. |
|
| 4.2 |
Third Supplemental Indenture, dated November 21, 2016, among ON Semiconductor Corporation, the guarantors party thereto and Deutsche Bank Trust Companies Americas, as trustee. |
About ON Semiconductor Corporation (NASDAQ:CY)
Cypress Semiconductor Corporation delivers solutions from automotive, industrial and networking platforms to interactive consumer and mobile devices. The Company’s segments include Programmable Systems Division, Memory Products Division, Data Communications Division and Emerging Technologies Division. The Programmable Solutions Division designs and develops solutions for end-product manufacturers. The Memory Products Division designs and manufactures portfolio of high-performance memories for embedded systems. The Data Communications Division focuses on solutions for industrial, handset and consumer applications. The Emerging Technologies Division consists of its subsidiaries, AgigA Tech, Inc. and Deca Technologies, Inc. Its product portfolio includes NOR flash memories, Traveo microcontrollers, programmable system-on-chip solutions, CapSense capacitive touch-sensing controllers, and Wireless Bluetooth Low-Energy and universal serial bus (USB) connectivity solutions. ON Semiconductor Corporation (NASDAQ:CY) Recent Trading Information
ON Semiconductor Corporation (NASDAQ:CY) closed its last trading session up +0.03 at 10.91 with 3,546,666 shares trading hands.
