UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on April 22, 2019, Semiconductor Components Industries, LLC, a Delaware limited liability company (“SCILLC”) and a wholly owned subsidiary of ON Semiconductor Corporation, a Delaware corporation, GLOBALFOUNDRIES U.S. Inc., a Delaware corporation (“Seller”), and GLOBALFOUNDRIES Inc., an exempted company incorporated under the laws of the Cayman Islands (“Seller Affiliate”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) relating to SCILLC’s proposed acquisition of Seller’s East Fishkill, New York site and fabrication facilities.
On October 1, 2020, SCILLC, Seller, and Seller Affiliate entered into an Amendment No. 1 to Asset Purchase Agreement (the “Amendment”) to amend the Asset Purchase Agreement. Pursuant to the Amendment, SCILLC will pay $100,000,000 (the “Additional Deposit Amount”) to Seller as a non-refundable deposit on the purchase price payable by SCILLC to Seller under the Asset Purchase Agreement. The Additional Deposit Amount will be applied to, and reduce, the remaining amount of the purchase price payable by SCILLC to Seller at closing under the Asset Purchase Agreement by $100,000,000. Except as amended by the Amendment, the terms and conditions of the Asset Purchase Agreement remain unchanged.
In connection with the payment of the Additional Deposit Amount, SCILLC and an affiliate of Seller will also enter into an amendment to a certain ancillary agreement relating to the provision of foundry services entered into in connection with the execution of the Asset Purchase Agreement.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Amendment No. 1 to Asset Purchase Agreement, dated October 1, 2020, by and among Semiconductor Components Industries, LLC, GLOBALFOUNDRIES U.S. Inc., and GLOBALFOUNDRIES Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 7, 2020 | By: | /s/ Bernard Gutmann | ||||
| Bernard Gutmann Executive Vice President, Chief Financial Officer, and Treasurer | ||||||