Simpson Thacher, acting as product counsel, recently represented the initial purchasers in connection with ON Semiconductor Corporation’s (NASDAQ: ON) offering of $575 million aggregate principal amount of 1.625% Convertible Senior Notes due 2023, which amount includes the initial purchasers’ exercise of a $75 million overallotment option. Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as representatives of the initial purchasers. The notes were offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933.
ON Semiconductor intends to use the proceeds from the offering of the notes to repay a portion of its outstanding indebtedness under its term loan B facility and to pay related transaction fees and expenses.
In addition, the Firm represented dealers in connection with convertible bond hedge transactions and warrant transactions relating to shares of common stock of ON Semiconductor, entered into concurrently with the notes offering.
ON Semiconductor is a leading supplier of semiconductor-based solutions, offering a comprehensive portfolio of energy efficient power management, analog, sensors, logic, timing, connectivity, discrete, SoC and custom devices. ON Semiconductor’s products help engineers solve their design challenges in automotive, communications, computing, consumer, industrial, medical, aerospace and defense applications. ON Semiconductor operates a network of manufacturing facilities, sales offices and design centers in key markets throughout North America, Europe and the Asia Pacific regions.
The Simpson Thacher team included Roxane Reardon, Lia Toback and Clark Warthen (Capital Markets); Jonathan Lindabury and Andrew Des Rault (Derivatives); and Marcy Geller, Taylor Weinstein and Michael Badain (Tax).