News

ON Semiconductor Completes a Private Exchange for $ 100 Million of its 2.625 Percent Convertible Senior Subordinated Notes Due 2026

September 09, 2012 by Jeff Shepard

ON Semiconductor Corporation (Nasdaq: ONNN) announced that it has successfully completed a privately negotiated exchange of approximately $ 100 million aggregate principal amount of its 2.625 percent Convertible Senior Subordinated Notes due in 2026 with certain institutional holders.

"Through this privately negotiated exchange, ON Semiconductor has been able to reduce its 2013 total debt obligations by approximately 26 percent or $ 100 million," said Keith Jackson, ON Semiconductor president and CEO. "In addition, this transaction provides the company with additional flexibility to return capital back to shareholders through programs such as the recently announced $ 300 million share repurchase program for our common stock."

Terms of the Exchange

Pursuant to the terms of the privately negotiated exchange, approximately $ 100 million in aggregate principal amount of the existing notes were exchanged into an equal principal amount of the company's 2.625 percent Convertible Senior Subordinated Notes due in 2026, Series B ('Series B') along with cash consideration. The Series B notes form part of the same series with the company's 2.625 percent Convertible Senior Subordinated Notes due in 2026, Series B issued in December 2011.

The Series B notes have substantially the same terms as the exchanged notes, other than as summarized in the remainder of this paragraph. The holders of the Series B notes may require the company to repurchase the notes (without regard to the occurrence of certain specified events) on December 15, 2016, versus December 15, 2013, under the exchanged notes. The company has the right to redeem the Series B notes at its option beginning on December 20, 2016, versus December 20, 2013, under the exchanged notes.

The first date upon which the Series B notes become convertible (without regard to the occurrence of certain specified events) is on June 15, 2016 versus June 15, 2013, under the exchanged notes. In addition under the Series B notes, the number of additional shares that may be issuable upon conversion in connection with specified fundamental changes has been revised based on the closing price of the company's common stock of $ 8.04 per share on December 2, 2011 (the original trade date of the 2.625 percent Convertible Senior Subordinated Notes due in 2026, Series B issued in December 2011).

With the closing of the exchange transaction, the principal amount of the company's 2.625 percent Convertible Senior Subordinated Notes due in 2026, Series B outstanding is approximately $ 298 million.