0001140361-26-020642
SEC filingON Semiconductor issued $1.5B 0% convertible notes due 2031, entered into note hedges and warrants, and repurchased $331.9M of common stock.
ON Semiconductor completed a $1.5 billion private offering of 0% Convertible Senior Notes due 2031, including full exercise of the initial purchasers' option for $200 million additional notes. The notes are guaranteed by certain U.S. subsidiaries and are convertible into cash and/or common stock at an initial conversion price of approximately $161.30 per share. The company used a portion of the net proceeds to repurchase $331.9 million of its common stock concurrently with pricing, and entered into convertible note hedge and warrant transactions to manage dilution. The note hedges cover the shares underlying the notes and are expected to reduce dilution upon conversion, while the warrants sold to counterparties have a strike price of $211.54 per share and could be dilutive if the stock price exceeds that level. The offering strengthens the company's balance sheet and provides flexibility for general corporate purposes, including debt repayment. The transaction was structured as an unregistered offering under Section 4(a)(2) and Rule 144A, with shares issuable upon conversion expected to be exempt under Section 3(a)(9).