Our Clients

Transaction and Process Overview

Structuring

• Matthews South designed the complex, multiple step transaction to achieve ON Semi’s specific balance sheet optimization objectives
  • We advised the company on:
    1. Amendment of its credit facility
    2. Issuance of a new convertible and call spread
    3. Repurchase of the existing convertible
    4. Unwind of the existing call spread
  • Matthews South helped the company navigate multiple work streams for efficient execution

Call Spread Process

• Our bid process optimized pricing and allowed the company to achieve an after-tax yield of 0.72% (inclusive of the call spread cost) with an effective conversion premium of 100% (no dilution until stock more than doubles)

Marketing and Pricing

• Matthews South helped to ensure that the security was priced optimally
• On Semi achieved zero interest expense on a 6-year security and an effective conversion price that is at a 69% premium over its 52-week high
• We saved the company $10mm+ on the overall transaction by
  1. Improving convertible pricing
  2. Upgrading documentation
  3. Conducting an efficient call spread bid, and
  4. Aiding negotiation on repurchase of existing convertible and associated call spread unwinds

Additional Deals for onsemi:

• Feb 2023: $1.3bn Convertible + Call Spread