ON Semiconductor Corporation (NASDAQ:ON) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March31, 2017, ON Semiconductor Corporation (the Company)
completed its previously announced private unregistered offering
of $575million aggregate principal amount of its 1.625% senior
convertible notes due 2023 (the Notes), which amount includes the
full exercise of the initial purchasers option to purchase
additional Notes.

Indenture

The Notes were issued under an Indenture (the Indenture), dated
as of March31, 2017, by and among the Company, certain of the
Companys subsidiaries, as guarantors (the Guarantors), and Wells
Fargo Bank, National Association, as trustee (the Trustee). The
Indenture provides, among other things, that the Notes will bear
interest at a rate of 1.625% per year, payable semi-annually on
April15 and October15 of each year, beginning on October15, 2017,
and will mature on October15, 2023, unless earlier repurchased by
the Company or converted to their terms. The Company may not
redeem the Notes prior to their maturity date.

The Notes are fully and unconditionally guaranteed, on a joint
and several basis, by each of the Companys subsidiaries that is a
borrower or guarantor under the Credit Agreement (as defined
below). In the future, the Notes will be fully and
unconditionally guaranteed by each of the Companys subsidiaries
that becomes a borrower or guarantees any indebtedness under the
Credit Agreement.

Prior to the close of business on the business day immediately
preceding July15, 2023, the Notes will be convertible only under
the following circumstances: (1)during any calendar quarter
commencing after the calendar quarter ending on June30, 2017 (and
only during such calendar quarter), if the last reported sale
price of the Companys common stock for at least 20 trading days
(whether or not consecutive) during the period of 30 consecutive
trading days ending on the last trading day of the immediately
preceding calendar quarter is greater than or equal to 130% of
the conversion price on each applicable trading day; (2)during
the five business day period after any five consecutive trading
day period in which the trading price per $1,000 principal amount
of the Notes for each trading day of such period was less than
98% of the product of the last reported sale price of the
Companys common stock and the conversion rate on each such
trading day; or (3)upon the occurrence of specified corporate
transactions described in the Indenture. On or after July15,
2023, until the close of business on the second scheduled trading
day immediately preceding the maturity date, holders of the Notes
may convert all or a portion of their Notes at any time.

Upon conversion, the Notes will be settled in cash, shares of the
Companys common stock or any combination thereof at the Companys
option. The initial conversion rate of the Notes is 48.2567
shares of the Companys common stock per $1,000 principal amount
of Notes (which is equivalent to an initial conversion price of
approximately $20.72 per share). The conversion rate is subject
to adjustment upon the occurrence of certain specified events as
set forth in the Indenture. In addition, following certain
corporate events that occur prior to the maturity date, the
Company will increase, in certain circumstances, the conversion
rate for a holder who elects to convert its Notes in connection
with such corporate event.

Upon the occurrence of a fundamental change (as defined in the
Indenture), subject to certain conditions, holders may require
the Company to repurchase all or a portion of the Notes for cash
at a price equal to 50% of the principal amount of the Notes to
be repurchased, plus any accrued and unpaid interest to, but
excluding, the repurchase date.

The Indenture contains customary events of default. In case of
certain events of bankruptcy, insolvency or reorganization
involving the Company or any of its significant subsidiaries, 50%
of the principal of, and accrued and unpaid interest, if any, on
all of the then outstanding Notes will automatically become due
and payable. In the case of any other event of default, the
Trustee or the holders of at least 25% in principal amount of the
then outstanding Notes may declare the Notes to be due and
payable immediately.

The offering of the Notes, the guarantees by the Guarantors and
any shares of common stock issuable upon conversion of the Notes
was made only to qualified institutional buyers in accordance
with Rule 144A under the Securities Act of 1933, as amended (the
Securities Act). Any shares of common stock issuable upon
conversion of the Notes will be issued to Section 3(a)(9) of the
Securities Act. The Company does not intend to file a
registration statement for the resale of the Notes, the
guarantees by the Guarantors or the shares of the Companys common
stock issuable upon conversion of the Notes, if any.

Certain of the initial purchasers of the Notes and their
respective affiliates have, from time to time, performed, and may
in the future perform, various financial advisory and investment
banking, commercial banking and other services for the Company
and its affiliates, for which they received or will receive
customary fees and expenses.

The foregoing descriptions of the Indenture and the Notes are
qualified in their entirety by reference to the full text of the
Indenture and the Form of Global 1.625% Senior Convertible Note
due 2023, copies of which are filed as Exhibit 4.1 and 4.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.

Second Amendment to Credit Agreement

On March31, 2017, the Company and the Guarantors entered into the
Second Amendment (the Second Amendment) to the Credit Agreement,
dated as of April15, 2016, as amended by the First Amendment (the
First Amendment) thereto, dated as of September30, 2016, with the
several lenders party thereto, Deutsche Bank AG New York Branch,
as administrative agent (the Agent), Deutsche Bank Securities
Inc., Merrill Lynch, Pierce, Fenner Smith Incorporated, BMO
Capital Markets Corp., HSBC Securities (USA) Inc. and Sumitomo
Mitsui Banking Corporation, as joint lead arrangers and joint
bookrunners, Barclays Bank PLC, Compass Bank, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., Morgan Stanley Senior Funding, Inc.,
BOKF, NA and KBC Bank N.V., as co-managers, and HSBC Bank USA,
N.A. and Sumitomo Mitsui Banking Corporation, as co-documentation
agents (as amended by the First Amendment and Second Amendment,
the Credit Agreement).

The Second Amendment provides for, among other things,
modifications to the Credit Agreement to allow the Notes to rank
pari passu with borrowings under the Credit Agreement and to
reduce the interest rates payable under the term loan B facility
(the Term Loan B Facility) and the revolving credit facility (the
Revolving Credit Facility) .

Borrowings under the Credit Agreement may be incurred in U.S.
Dollars, Euros, Pounds Sterling, Japanese Yen or any other
currency approved by the Agent and the lenders under the
Revolving Credit Facility, subject to certain qualifications
described in the Credit Agreement. Regardless of currency, all
borrowings under the Credit Agreement, may, at the Companys
option, be incurred as either eurocurrency loans (Eurocurrency
Loans) or alternate base rate loans (ABR Loans).

to the Credit Agreement, for any interest period ending after the
date of the Second Amendment, Eurocurrency Loans will accrue
interest at (i)a base rate per annum equal to the Adjusted LIBO
Rate (as defined below) plus (ii)an applicable margin equal to
(x)1.75% with respect to borrowings under the

Revolving Credit Facility (with step-downs and step-ups as set
forth in the Credit Agreement) or (y)2.25% with respect to
borrowings under the Term Loan B Facility.

to the Credit Agreement, ABR Loans will accrue interest at (i)a
base rate per annum equal to the highest of (x)the Federal funds
rate plus 0.50%, (y)the prime commercial lending rate announced
by Deutsche Bank AG, New York Branch from time to time as its
prime lending rate and (z)the Adjusted LIBO Rate for a one month
interest period (or if such day is not a business day, the
immediately preceding business day) (determined after giving
effect to any applicable floor) plus 1.00%;providedthat, the
Adjusted LIBO Rate for any day shall be based on the LIBO Rate
(as defined below), subject to the interest rate floors set forth
in the Credit Agreement, plus (ii)an applicable margin equal to
(x)0.75% with respect to borrowings under the Revolving Credit
Facility (with step-downs and step-ups as set forth in the
Credit Agreement) or (y)1.25% with respect to borrowings under
the Term Loan B Facility.