Onsemi launches $1.3B convertible notes offering; to repurchase up to $400M shares

ON SEMICONDUCTOR CORP

Private offering of $1.3B convertible senior notes due 2031; initial purchasers have 13-day option for additional $200M.
Up to $400M of common stock to be repurchased concurrently with pricing; remaining proceeds for general corporate and debt repayment.
Notes are senior unsecured, guaranteed by certain subsidiaries, mature May 1, 2031; conversion settled in cash up to principal, excess in cash/shares.
Convertible note hedge and warrant transactions to be entered with hedge counterparties to reduce potential dilution and offset cash payments.
Hedge counterparties may purchase common stock or enter derivatives, potentially affecting stock price during and after offering.

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