ON Semiconductor Corp Files 8-K: Material Agreement
Ticker: ON · Form: 8-K · Filed: Dec 10, 2024 · CIK: 1097864
| Field | Detail |
|---|---|
| Company | On Semiconductor CORP (ON) |
| Form Type | 8-K |
| Filed Date | Dec 10, 2024 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.01, $115 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, regulation-fd, filing
Related Tickers: ON
TL;DR
ON SEMI just filed an 8-K for a material definitive agreement. Details TBD.
AI Summary
On December 9, 2024, ON Semiconductor Corporation entered into a material definitive agreement. The company also made a Regulation FD disclosure and filed financial statements and exhibits as part of this 8-K filing. Specific details of the agreement and financial information were not provided in the initial filing summary.
Why It Matters
This filing indicates a significant new agreement for ON Semiconductor, which could impact its business operations, financial performance, and strategic direction.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant implications for the company's future, but the specific nature and terms are not yet disclosed.
Key Numbers
- 20241209 — Date of earliest event reported (Indicates the date the material event occurred.)
- 20241210 — Filing Date (The date the 8-K was officially submitted to the SEC.)
Key Players & Entities
- ON Semiconductor Corporation (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- Scottsdale, Arizona (location) — Principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by ON Semiconductor?
The filing states that ON Semiconductor Corporation entered into a material definitive agreement on December 9, 2024, but the specific details of this agreement are not provided in the initial summary.
What is the significance of the Regulation FD Disclosure mentioned in the filing?
The Regulation FD Disclosure indicates that ON Semiconductor is providing information to the public in a manner consistent with fair disclosure rules, likely related to the material agreement.
When was ON Semiconductor Corporation incorporated?
ON Semiconductor Corporation was incorporated in Delaware.
Where are ON Semiconductor Corporation's principal executive offices located?
ON Semiconductor Corporation's principal executive offices are located at 5701 N. Pima Road, Scottsdale, Arizona, 85250.
What is the SEC file number for ON Semiconductor Corporation?
The SEC file number for ON Semiconductor Corporation is 001-39317.
Filing Stats: 2,259 words · 9 min read · ~8 pages · Grade level 16.2 · Accepted 2024-12-10 06:05:32
Key Financial Figures
- $0.01 — ich registered Common Stock, par value $0.01 per share ON The Nasdaq Stock Marke
- $115 million — Companies, for a base purchase price of $115 million in cash, subject to customary purchase
Filing Documents
- d904673d8k.htm (8-K) — 38KB
- d904673dex21.htm (EX-2.1) — 624KB
- d904673dex991.htm (EX-99.1) — 10KB
- d904673dex992.htm (EX-99.2) — 11KB
- g904673ex99_2p10g1.jpg (GRAPHIC) — 126KB
- g904673ex99_2p1g1.jpg (GRAPHIC) — 612KB
- g904673ex99_2p2g1.jpg (GRAPHIC) — 466KB
- g904673ex99_2p3g1.jpg (GRAPHIC) — 514KB
- g904673ex99_2p4g1.jpg (GRAPHIC) — 399KB
- g904673ex99_2p5g1.jpg (GRAPHIC) — 413KB
- g904673ex99_2p6g1.jpg (GRAPHIC) — 414KB
- g904673ex99_2p7g1.jpg (GRAPHIC) — 406KB
- g904673ex99_2p8g1.jpg (GRAPHIC) — 340KB
- g904673ex99_2p9g1.jpg (GRAPHIC) — 211KB
- g904673g1123064626964.jpg (GRAPHIC) — 2KB
- 0001193125-24-273895.txt ( ) — 6334KB
- on-20241209.xsd (EX-101.SCH) — 3KB
- on-20241209_lab.xml (EX-101.LAB) — 18KB
- on-20241209_pre.xml (EX-101.PRE) — 11KB
- d904673d8k_htm.xml (XML) — 4KB
Forward-Looking Statements
Forward-Looking Statements This Form 8-K contains "forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements related to the consummation and anticipated benefits of the acquisition by onsemi and Purchaser of the Business of Parent and the Transferred Companies. These forward-looking statements are based on information available to onsemi as of the date of this Form 8-K and current expectations, forecasts, estimates and assumptions and involve a number of risks and uncertainties that could cause actual results or events to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond the control of onsemi and Purchaser. In particular, such risks and uncertainties include, but are not limited to: the risk that one or more closing conditions to the Transaction may not be satisfied or waived, on a timely basis or otherwise; the risk that the Transaction does not close when anticipated, or at all; matters arising in connection with the parties' efforts to comply with and satisfy closing conditions relating to the Transaction; there may be a material adverse change of the Transferred Companies, or their respective businesses may suffer as a result of uncertainty surrounding the transaction; the Transaction may involve unexpected costs, liabilities or delays; difficulties encountered in integrating the Transferred Companies, including the potentially accretive and synergistic benefits; difficulties leveraging desired growth opportunities and markets; the possibility that expected benefits may not materialize as expected; the diversion of and attention of management of onsemi on Transaction-related issues; revenue and operating performance; economic conditions and markets (inc
SIGNATURES
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. ON SEMICONDUCTOR CORPORATION (Registrant) Date: December 10, 2024 By: /s/ Thad Trent Thad Trent Executive Vice President, Chief Financial Officer and Treasurer