By Angela McDaniels
Tacoma, Wash., Dec. 7 - ON Semiconductor Corp. will issue $198,763,000 principal amount of new 2.625% convertible senior subordinated notes due 2026, series B, in exchange for an equal amount of its outstanding 2.625% convertible senior subordinated notes due 2026, according to an 8-K filing with the Securities and Exchange Commission.
The exchange will be made under privately negotiated exchange agreements reached with some holders beginning on Dec. 5.
The company will also make cash payments to the holders as part of the exchange.
The terms of the old convertibles and the terms of the new convertibles are substantially similar except for the following:
• The new convertibles are callable beginning Dec. 20, 2016. The old convertibles are convertible beginning Dec. 20, 2013;
• The new convertibles are putable on Dec. 15, 2016 and Dec. 15, 2021. The old convertibles are putable on Dec. 15, 2013, Dec. 15, 2016 and Dec. 15, 2021;
• The new convertibles are freely convertible beginning June 15, 2016. The old convertibles are freely convertible beginning June 15, 2013.
Prior to their respective dates, both series of notes are convertible during the five business days immediately following any five consecutive trading days in which the trading price of the convertibles was less than 103% of the product of the company's closing stock price and the conversion rate;
• The conversion rate may be increased for holders who convert in connection with a fundamental change. This is true until Dec. 15, 2016 for the new convertibles and until Dec. 15, 2013 for the old convertibles.
No adjustment will be made to the new convertibles if the common stock price on the effective date of the fundamental change is greater than $50.00 or less than $8.04, and in no event will the conversion rate exceed 124.3781 shares per $1,000 principal amount.
No adjustment will be made to the old convertibles if the price of the company's common stock in the transaction that caused the fundamental change is greater than $50.00 or less than $7.50, and in no event will the conversion rate exceed 133.3333 shares per $1,000 principal amount.
The conversion rate for both series of convertibles is 95.2381 share per $1,000 principal amount, which is equivalent to a conversion price of $10.50 per share.
The exchange remains subject to some conditions, including the effectiveness of the company and subsidiary guarantors' application for qualification on form T-3 filed with the SEC on Dec. 2.
ON Semiconductor is a Phoenix-based semiconductor company.
| Issuer: | ON Semiconductor Corp.
|
| Issue: | Convertible senior subordinated notes, series B
|
| Amount: | $198,763,000
|
| Maturity: | Dec. 15, 2026
|
| Coupon: | 2.625%
|
| Conversion price: | $10.50
|
| Conversion ratio: | 95.2381
|
| Conversion rights: | Freely convertible beginning June 15, 2016; prior to that, only convertible if trading price of convertibles is less than 103% of product of closing stock price and conversion ratio
|
| Call option: | At par beginning Dec. 20, 2016
|
| Put option: | At par on Dec. 15, 2016 and Dec. 15, 2021
|
| Stock symbol: | Nasdaq: ONNN
|
| Stock price: | $8.19 at close Dec. 7
|
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