GlobeNewswire·May 6, 2026, 7:19 AM ET

onsemi Announces Proposed Private Offering of $1.3 Billion of Convertible Senior Notes

onsemi announced its intent to offer $1.3 billion in Convertible Senior Notes due 2031 in a private offering to qualified institutional buyers under Rule 144A.
The company expects to grant an option for initial purchasers to buy up to an additional $200 million of notes within 13 days of issuance.
Proceeds will be used to pay costs for convertible note hedge transactions (partially offset by warrant sale proceeds), repurchase up to $400 million of common stock concurrently with pricing, and fund general corporate purposes including debt repayment.
The notes will be senior unsecured obligations guaranteed by certain subsidiaries, paying semiannual interest with a maturity date of May 1, 2031.
Conversion will involve paying cash up to the aggregate principal amount, with the remainder settled in cash, shares, or a combination at onsemi's election.
onsemi plans to enter into convertible note hedge agreements & warrant transactions with hedge counterparties to reduce potential dilution & offset excess cash payments upon conversion.
Hedge counterparties may purchase common stock & enter derivative transactions concurrently with pricing, which could impact market prices for the stock or notes.
These securities remain unregistered under the Securities Act & cannot be offered or sold in the U.S. absent registration or an applicable exemption.
The press release includes forward-looking statements subject to risks & uncertainties detailed in onsemi's 2025 Form 10-K.