ON Semiconductor gets required consents from 12% noteholders

New York, April 20 - ON Semiconductor Corp. (Caa2/CCC+) said that it had received the consents necessary to amend the indenture of its 12% senior subordinated notes due 2009 from the holders of the notes under the company's previously announced tender offer and related consent solicitation.

The previously announced early tender deadline expired as scheduled at 5 p.m. ET on April 19 without extension. ON Semiconductor will elect to accept for payment Tuesday (April 20) all notes that were validly tendered before or by that deadline and not subsequently withdrawn.

It said that the amendments to the indenture will become operative on April 21, when payment for notes validly tendered by the early tender deadline will be made.

Tendered notes and related consents may no longer be withdrawn. The underlying tender offer meantime continues and is scheduled to expire at midnight ET on May 3. ON Semiconductor expects to accept for payment any validly tendered notes that were not previously purchased, subject to the terms and conditions of the offer, by 9 a.m. ET on the business day following the offer's expiration. Such payment will be made promptly following this final acceptance deadline.

ON Semiconductor further said it is concurrently delivering notice of the receipt of requisite consents to the notes' indenture trustee. The amendments to the indenture that will become effective on April 21 extend the prior notice period for the issuance of a notice of redemption with respect to the notes from 60 days to 120 days. ON Semiconductor anticipates providing a notice of redemption of any remaining notes not tendered in the offer on or about the final acceptance deadline.

As previously announced, ON Semiconductor, a Phoenix-based semiconductor manufacturer, said on April 6 that it had begun a cash tender offer for any and all its outstanding $260 million principal amount of 12% notes issued by the company and Semiconductor Components Industries LLC and said it was also soliciting consents to amend the note indenture.

The company set a now-expired early tender deadline of 5 p.m. ET on April 19 and said the tender offer would expire at midnight ET on May 3.

It said that it would pay $1,089.06 per $1,000 principal amount for notes tendered by the early tender deadline, which includes a $30 per $1,000 principal amount early tender premium. Holders tendering after the early tender deadline but before the expiration will receive $1,059.06 per $1,000 principal amount but will not receive the early tender premium. All tendering holders will also receive accrued interest up to, but excluding, the settlement date.

The company said holders could not tender without also giving consents or consent without also tendering.

ON Semiconductor said it might accept all notes tendered by the early tender deadline at any time after the early tender deadline, although it added that it expected to buy those notes on April 20.

The company said it expects to call any notes not tendered once the amendments to the note indenture become effective.

Morgan Stanley & Co. Inc. is the dealer manager for the offer (800 624-1808) and Georgeson Shareholder Communications Inc. is the information agent (800 377-9583; banks and brokerage firms call 212 440-9800).

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