onsemi prices $1.3B 0.50% convertible notes due 2029, upsized from $1.1B

ON SEMICONDUCTOR CORP

Offering upsized to $1.3B aggregate principal amount of 0.50% Convertible Senior Notes due 2029; initial purchasers have option for additional $200M.
Initial conversion price of ~$103.87 per share, a 32.5% premium over Feb. 23 closing price of $78.39.
Net proceeds of ~$1.27B to repay up to $1.086B of Term Loan B facility (floating rate 6.42% as of Dec. 31, 2022) and pay ~$148.6M for convertible hedge transactions.
Company used $100M cash to repurchase ~1.3M shares from note purchasers; board authorized $3B share repurchase program.
Notes mature March 1, 2029; redeemable at onsemi's option on or after March 6, 2026 if stock price >=130% of conversion price.

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