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onsemi Announces Pricing of Private Offering of $1.3 Billion of 0% Convertible Senior Notes

SCOTTSDALE, Ariz., May 06, 2026 (GLOBE NEWSWIRE) -- ON Semiconductor Corporation (Nasdaq: ON) (“onsemi”) announced today the pricing of its private offering of $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “notes”) at an approximately 52.5% premium to the closing price of onsemi’s common stock on May 6, 2026 of $105.77 per share. The notes were offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A unde

articleOn Semiconductor CorporationMay 7, 202610/company/on-semiconductor-corporation/news/onsemi-announces-pricing-of-private-offering-of-dollar13-billion-of-0percent-convertible-senior-notes
onsemi Announces Pricing of Private Offering of $1.3 Billion of 0% Convertible Senior Notes

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[{"type":"text","content":"SCOTTSDALE, Ariz., May 06, 2026 (GLOBE NEWSWIRE) -- ON Semiconductor Corporation (Nasdaq: ON) (“onsemi”) announced today the pricing of its private offering of $1.3 billion aggregate principal amount of 0% Convertible Senior Notes due 2031 (the “notes”) at an approximately 52.5% premium to the closing price of onsemi’s common stock on May 6, 2026 of $105.77 per share. The notes were offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). onsemi has granted to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200.0 million aggregate principal amount of the notes. The offering of the notes and the convertible hedge and warrant transactions described below are expected to close on May 11, 2026, subject to customary closing conditions.","length":992,"tagName":"p"},{"type":"text","content":"onsemi expects the net proceeds from the offering of the notes to be approximately $1,276.4 million (or approximately $1,472.9 million if the initial purchasers exercise their option to purchase the additional notes in full) after deducting the initial purchasers’ discounts and after deducting offering expenses payable by onsemi. onsemi intends to use a portion of the net proceeds from the offering to pay the approximately $61.2 million cost of the convertible note hedge transactions described below (after such cost is partially offset by the net proceeds to onsemi from the sale of the warrant transactions described below). In addition, onsemi expects to use approximately $331.9 million of the net proceeds from the offering to repurchase approximately 3.1 million shares of onsemi’s common stock, par value $0.01 per share (the “common stock”), concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or its affiliate. onsemi expects to use the remainder of the net proceeds for general corporate purposes, including the repayment of outstanding indebtedness. If the initial purchasers exercise their option to purchase additional notes, onsemi expects to enter into additional convertible note hedge transactions and warrant tran...

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