We advised the representatives of the several initial purchasers on the offering

Davis Polk advised the representatives of the several initial purchasers in connection with a Rule 144A offering by ON Semiconductor Corp. (onsemi) of $1.5 billion aggregate principal amount of its 0% convertible senior notes due 2031, which included $200 million principal amount of convertible senior notes pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes. In addition, Davis Polk advised counterparties to the convertible note hedge and warrant transactions in connection with the convertible notes offering. onsemi is listed on the Nasdaq under the ticker symbol “ON.”

onsemi offers intelligent power and intelligent sensing solutions that drive electrification, energy efficiency, safety and automation in automotive, industrial and other end-markets, including AI data centers. onsemi’s intelligent power technologies enable electrified drivetrain and power management applications in the automotive industry and support efficient fast-charging systems. onsemi’s intelligent sensing technologies enable advanced safety applications in automotive through industry-leading performance and reliability.

The Davis Polk capital markets team included partner Pedro J. Bermeo and associates Xuanling Xu, Sakiko Nishida and Elisabeth (Lizzy) Rosa Di Sant. The equity derivatives team included partner Mark J. DiFiore, counsel Gregory E. Marchesini and associates Ji Hwan Kim and Erik Oakley. Partner Lucy W. Farr and associate Bradford Sherman provided tax advice. All members of the Davis Polk team are based in the New York office.