• ON Semiconductor priced private offering of USD 1.3 billion 0% Convertible Senior Notes due 2031, offered only to qualified institutional buyers under Rule 144A.
• Net proceeds expected at about USD 1.28 billion, earmarked in part for USD 331.9 million repurchase of about 3,100,000 shares, with remaining funds for general corporate purposes including debt repayment.
• Initial conversion price set at about USD 161.3 per share, a 52.5% premium to May 6 close of USD 105.77.
• Notes, guarantees, and any shares issuable upon conversion were not registered under Securities Act or state securities laws.

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