ON Semiconductor buys $226 million of 12% notes

New York, April 22 - ON Semiconductor Corp. (Caa2/CCC+) said that it had purchased $226 million of its outstanding 12% senior subordinated notes due 2009 which were tendered by the April 19 early tender deadline of the company's previously announced tender offer for those notes and its related consent solicitation.

The $226 million represents 87% of the total outstanding amount of the notes.

ON Semiconductor said purchase of the notes is expected to save it around $27 million.

The underlying tender offer meantime continues and is scheduled to end May 3, subject to possible extension. The company said any notes remaining outstanding following the conclusion of the tender offer are expected to be called on or around Aug. 1.

ON Semiconductor said the prepayment of the notes reduces its annual interest expense by about 25%.

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.

On April 20, ON Semiconductor said that it had received the consents necessary to amend the 12% notes' indenture by the consent deadline - which expired as scheduled at 5 p.m. ET on April 19 without extension - and would elect to accept all notes tendered by that deadline on April 20.

It said that the amendments would become operative on the early tender payment date of April 21. The company said tendered notes and related consents could no longer be withdrawn.

ON Semiconductor further announced that it was concurrently delivering notice of the receipt of requisite consents to the notes' indenture trustee. The company said the amendments to the indenture slated to 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.

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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