Current Report Filing (8-k)
24 Marzo 2020 - 9:39PM
Edgar (US Regulatory)
ON SEMICONDUCTOR CORP false 0001097864 0001097864 2020-03-24 2020-03-24
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
March 24, 2020
Date of Report (Date of earliest event reported)
ON Semiconductor Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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000-30419
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36-3840979
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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ON Semiconductor Corporation
5005 E. McDowell Road
Phoenix, Arizona
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85008
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(Address of principal executive offices)
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(Zip Code)
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(602) 244-6600
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of exchange
on which registered
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Common Stock, par value $0.01 per share
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ON
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The Nasdaq Stock Market LLC
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(Nasdaq Global Select Market)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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As previously disclosed, on April 15, 2016, ON Semiconductor (the “Company”) entered into a credit agreement (as subsequently amended, the “Amended Credit Agreement”). The Amended Credit Agreement provides for a $1.97 billion Revolving Credit Facility and a $2.4 billion Term Loan “B” Facility.
As of March 23, 2020, there was $800 million outstanding under the Revolving Credit Facility, and, as of December 31, 2019, there was $1.631 billion outstanding under the Term Loan “B” Facility.
On March 24, 2020, the Company borrowed $1.17 billion under the Revolving Credit Facility as a precautionary measure in order to increase the Company’s cash position and facilitate financial flexibility in light of the current uncertainty resulting from the COVID-19 virus (the “Credit Facility Draw”). As a result of the Credit Facility Draw, as of March 24, 2020, the Company has borrowed the maximum amount available under the Revolving Credit Facility. The proceeds from the Credit Facility Draw will be available to be used for working capital, general corporate or other purposes.
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Item 7.01.
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Regulation FD Disclosure.
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On March 24, 2020, the Company issued a press release announcing the Credit Facility Draw. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in this Item 7.01, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ON SEMICONDUCTOR CORPORATION
(Registrant)
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Date: March 24, 2020
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By:
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/s/ Bernard Gutmann
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Bernard Gutmann
Executive Vice President, Chief Financial Officer, and Treasurer
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Grafico Azioni ON Semiconductor (NASDAQ:ON)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni ON Semiconductor (NASDAQ:ON)
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Da Apr 2023 a Apr 2024
