PHOENIX, Ariz. – March 14, 2017 – ON Semiconductor Corporation (Nasdaq: ON) (“ON Semiconductor”) announced today the pricing of its previously announced private offering of $500 million aggregate principal amount of 1.625% Convertible Senior Notes due 2023 (the “notes”). The notes were offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). ON Semiconductor has granted to the initial purchasers of the notes a 30-day option to purchase up to an additional $75 million aggregate principal amount of notes. The offering of the notes and the convertible hedge and warrant transactions are expected to close on March 31, 2017, subject to customary closing conditions.
The notes will be ON Semiconductor’s senior unsecured obligations and guaranteed by certain of its subsidiaries. The notes will bear interest at a rate of 1.625% per year, payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2017. The notes will mature on October 15, 2023, unless earlier repurchased or converted. The initial conversion rate for the notes is 48.2567 shares of ON Semiconductor’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $20.72 per share of ON Semiconductor’s common stock), which represents an approximately 35.0% conversion premium over the last reported sale price of $15.35 per share of ON Semiconductor’s common stock on The NASDAQ Global Select Market on March 14, 2017.
Prior to July 15, 2023, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. ON Semiconductor will satisfy any conversion election by paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock.
ON Semiconductor intends to use the proceeds from the offering of the notes (i) to repay a portion of its outstanding indebtedness under its term loan B facility and (ii) to pay related transaction fees and expenses. The offering of the notes is expected to mitigate ON Semiconductor’s interest rate exposure by replacing floating rate debt with fixed rate debt and lowering its cash interest expense.
In connection with the offering, ON Semiconductor agreed to repurchase $25 million of shares of its common stock with cash on hand and borrowings under its revolving credit facility. The purchase price per share of its common stock in such repurchases conducted concurrently with the pricing of the notes is equal to the last reported sale price per share of its common stock on The NASDAQ Global Select Market on the date of the pricing of the notes. Such repurchases could increase, or prevent a decrease in, the market price of ON Semiconductor’s common stock concurrently with the pricing of the notes, and could result in a higher effective conversion price for the notes.
In connection with the pricing of the notes, ON Semiconductor has entered into privately negotiated convertible note hedge transactions with one or more of the initial purchasers of the notes or their affiliates or other financial institutions (the “hedge counterparties”). The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, the same number of shares of common stock as those underlying the notes, and are expected to reduce the potential dilution to ON Semiconductor's common stock and/or offset potential cash payments upon conversion of the notes.
ON Semiconductor has also entered into privately negotiated warrant transactions with the hedge counterparties relating to the same number of shares of ON Semiconductor common stock as the convertible note hedge transactions. The strike price of the warrant transactions will initially be $30.70 per share, which represents an approximately 100% premium to the last reported sale price of ON Semiconductor’s common stock on The NASDAQ Global Select Market on March 14, 2017. The warrant transactions could have a dilutive effect on ON Semiconductor's common stock to the extent that the market price per share of ON Semiconductor's common stock exceeds the strike price of the warrants.
If the initial purchasers exercise their option to purchase additional notes, ON Semiconductor may enter into additional convertible note hedge and warrant transactions. In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the hedge counterparties, or their affiliates, expect to purchase shares of ON Semiconductor’s common stock and/or enter into various derivative transactions with respect to ON Semiconductor’s common stock concurrently with or shortly after the pricing of the notes. In addition, the hedge counterparties, or their affiliates, may modify their hedge positions by entering into or unwinding various derivative transactions with respect to ON Semiconductor’s common stock and/or by purchasing or selling ON Semiconductor common stock or other securities of ON Semiconductor in secondary market transactions prior to the maturity of the notes, and are likely to do so during any observation period related to a conversion of notes. These hedging activities could have the effect of increasing, or reducing the size of any decline in, the market price of ON Semiconductor’s common stock or the notes at that time.
The notes, guarantees and shares of ON Semiconductor common stock issuable upon conversion, if any, have not been registered under the Securities Act, or under any U.S. state securities laws or other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Cautions regarding Forward-Looking Statements
Certain statements in this press release, including, among others, the proposed terms of the notes and the related guarantees, the size of the notes offering, including the option to the initial purchasers to purchase additional notes, the extent, and potential effects, of convertible note hedge and warrant transactions, the potential dilution to ON Semiconductor’s common stock, the conversion price for the notes, and the expected use of the proceeds from the sale of the notes, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” “should,” or “anticipates,” and similar expressions. All forward-looking statements in this press release are made based on ON Semiconductor’s current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Among these factors are economic conditions and markets (including current financial conditions), exchange rate fluctuations, risks associated with decisions to expend cash reserves for various uses in accordance with ON Semiconductor’s capital allocation policy such as debt prepayment, stock repurchases or acquisitions rather than to retain such cash for future needs, risks associated with ON Semiconductor’s substantial leverage and restrictive covenants in ON Semiconductor’s debt agreements that may be in place from time to time, and risks involving governmental regulation. Additional factors that could cause results to differ materially from those projected in the forward-looking statements are contained in ON Semiconductor's 2016 Annual Report on Form 10-K, Current Reports on Form 8-K and other of ON Semiconductor’s filings with the SEC. ON Semiconductor assumes no obligation to update such information, except as may be required by law.
# # #