ON Semiconductor : Refinancing of Secured Debt Facilities

PHOENIX, Ariz. - September 30, 2016 - ON Semiconductor Corporation (Nasdaq: ON) ('ON Semiconductor') announced today that ON Semiconductor has successfully closed the refinancing of its secured debt facilities. The refinancing transaction amended ON Semiconductor's secured debt facilities documentation in order to, among other things, (i) replace and refinance in full its senior secured term loans with a new tranche of refinancing term loans with a 1.25% reduction in the applicable margin, (ii) increase the size of its senior secured term loan facility by $200 million to a total aggregate amount of $2.4 billion, (iii) reduce the applicable margin with respect to the revolving credit facility by 1.25% and (iv) amend certain provisions to permit the entry by ON Semiconductor's subsidiaries into secured hedging arrangements with qualified institutions and to facilitate certain restructuring transactions and intercompany intellectual property transfers intended to achieve the efficient integration of ON Semiconductor, its subsidiaries and its acquired entities (collectively, the 'Transactions').

'This refinancing further enables us to generate higher shareholder value from our recently closed acquisition of Fairchild Semiconductor,' said Bernard Gutmann, Executive Vice President and Chief Financial Officer of ON Semiconductor. 'A lower cost of debt not only accelerates our progress towards our financial targets for the acquisition of Fairchild Semiconductor, but also enables faster deleveraging of our balance sheet.'

Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc. and BMO Capital Markets Corp. acted as Joint Lead Arrangers and Joint Bookrunners, and BBVA Compass acted as co-manager for the Transactions. This announcement is for informational purposes only. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. Neither this document nor the information contained herein constitutes an offer to sell or the solicitation of an offer to buy any securities or other instruments.

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About ON Semiconductor
ON Semiconductor (Nasdaq: ON) is driving energy efficient innovations, empowering customers to reduce global energy use. The company is a leading supplier of semiconductor-based solutions, offering a comprehensive portfolio of energy efficient power management, analog, sensors, logic, timing, connectivity, discrete, SoC and custom devices. The company's products help engineers solve their unique design challenges in automotive, communications, computing, consumer, industrial, medical, aerospace and defense applications. ON Semiconductor operates a responsive, reliable, world-class supply chain and quality program, a robust compliance and ethics program, and a network of manufacturing facilities, sales offices and design centers in key markets throughout North America, Europe and the Asia Pacific regions. For more information, visit http://www.onsemi.com.

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ON Semiconductor and the ON Semiconductor logo are registered trademarks of Semiconductor Components Industries, LLC. All other brand and product names appearing in this document are registered trademarks or trademarks of their respective holders. Although the company references its Web site in this news release, such information on the Web site is not to be incorporated herein.

Cautions regarding Forward-Looking Statements
This document contains forward-looking statements. These forward-looking statements are based on information available to us as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include, but are not limited to: the risk that there may be a material adverse change of ON Semiconductor or Fairchild or our respective businesses may suffer as a result of uncertainty surrounding the transaction; the transaction may involve unexpected costs or liabilities; difficulties encountered in integrating Fairchild, including the potentially accretive benefits and synergies; failure to achieve the anticipated results of the transactions; and risks involving environmental or other governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in ON Semiconductor's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other of ON Semiconductor's filings with the Securities and Exchange Commission (the 'SEC'). These forward-looking statements are as of the date hereof and should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made. For additional information, visit ON Semiconductor's corporate website, www.onsemi.com, or for official filings visit the SEC website, www.sec.gov.)