onsemi Announces Upsize and Pricing of Private Offering of $1.3 Billion of 0.50% Convertible Senior Notes

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[{"type":"text","content":" PHOENIX--(BUSINESS WIRE)--\nON Semiconductor Corporation (Nasdaq: ON) (“onsemi”) announced today the pricing of its private offering of $1.3 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2029 (the “notes”) at a 32.5% premium to the closing price of onsemi’s common stock on February 23, 2023, of $78.39. 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 million aggregate principal amount of the notes. The aggregate principal amount of the offering was increased from the previously announced offering size of $1.1 billion (or $1.265 billion if the initial purchasers exercise their option to purchase additional notes in full). The offering of the notes and the convertible hedge and warrant transactions described below are expected to close on February 28, 2023, subject to customary closing conditions.\n\nonsemi expects the net proceeds from the offering of the notes to be approximately $1,270 million ($1,466 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 the net proceeds from the offering, together with cash on hand, (i) to repay up to $1,086.0 million of the existing outstanding indebtedness under onsemi’s Term Loan “B” Facility, which accrues interest at a floating rate tied to the Secured Overnight Financing Rate (“SOFR”), which interest rate was equal to 6.42% as of December 31, 2022, and related transaction fees and expenses, if any, (ii) to pay the approximately $148.6 million cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to onsemi from the sale of the warrant transactions described below), and (iii) with respect to the remainder of the net proceeds, if any, for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, onsemi expects to enter into additional convert...

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