ON Semiconductor Completes a Private Exchange for $60 Million of its 2.625 Percent Convertible Senior Subordinated Notes Due 2026

The holder received $58.5 million principal amount of the company’s 2.625 percent Convertible Senior Subordinated Notes due in 2026, Series B (“Series B Notes”).

Terms of the Exchange
Pursuant to the terms of the privately negotiated exchange and related Exchange Agreement, the holder exchanged on a basis of $975 principal amount of Series B Notes for each $1,000 principal amount of the Old Notes. As a result, the holder received $58.5 million principal amount of Series B Notes, plus accrued and unpaid interest on the Old Notes, in exchange for $60 million principal amount of Old Notes. The Series B Notes form part of the same series with the company’s outstanding 2.625 percent Convertible Senior Subordinated Notes due in 2026, Series B. The Series B Notes have substantially the same terms as the Old 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 Old 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 Old 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 Old 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 current exchange transaction, the principal amount of the company’s 2.625 percent Convertible Senior Subordinated Notes due in 2026, outstanding is approximately $73 million.