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Published on 6/20/2006 in the Prospect News Convertibles Daily.

ON Semiconductor starts exchange offer for zero-coupon convertibles due 2024

By Jennifer Chiou

New York, June 20 - ON Semiconductor said it began an exchange offer for its zero-coupon convertible senior subordinated notes due 2024.

The company will issue up to $260 million of new notes with a net share settlement mechanism, a cash acquisition make-whole feature and modified contingent conversion events in exchange for the existing convertibles due 2024.

Those who exchange their old notes will receive new notes with the modified terms plus an exchange fee of $2.50 per $1,000 principal amount of notes.

The offer is contingent upon tenders from a minimum of 70% of noteholders.

The exchange ends at 5 p.m. ET on July 19.

Georgeson Shareholder Communications Inc. is the information agent (866 767-8989).

ON Semiconductor is a Phoenix-based designer, manufacturer and marketer of power and data management semiconductors and standard semiconductor components.


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