공지 • Mar 19
Wolfspeed, Inc. announced that it expects to receive $475.885054 million in funding
Wolfspeed, Inc. announced that it has entered into separate, privately negotiated subscription agreements with investors pursuant to which the company will issue 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 in the aggregate principal amount of $379,000,000, and will issue 3,250,030 common shares at an issue price of $18.458 per share for gross proceeds of $59,989,053.74, 2,000,000 Pre-Funded Warrants to purchase up to 2,000,000 common shares at an issue price of $18.448 per pre-funded warrant for gross proceeds of $36,896,000 on March 19, 2026. The company will raise total aggregate proceeds of $475,885,053.74 before deducting placement agent and financial advisor fees and other expenses on private placement basis. The transaction includes participation from new and existing investors. The issuance and sale of the Notes, Shares and Pre-Funded Warrants is expected to settle on March 26, 2026, subject to customary closing conditions. The Notes will bear cash interest at a rate of 3.5% per year. Interest will be payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. The Notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. The Notes will be guaranteed on a senior basis by the Guarantor, and the Notes and the related guarantee by the Guarantor will be senior, secured obligations of Wolfspeed and the Guarantor, secured by substantially all assets of the Company and the Guarantor (the “Collateral”). The Notes will be senior in right of payment to any existing and future subordinated obligations of the Issuer and the Guarantor, will be effectively subordinated to all secured indebtedness of the Issuer and will be effectively senior to all indebtedness of the Issuer and the Guarantor that is not secured by a lien on the Collateral, or that is secured by a lien ranking junior to the lien on the Collateral securing the Notes (including Wolfspeed’s existing 2.5% Convertible Second Lien Senior Secured Notes due 2031 and 7.00%/12.00% Second Lien Senior Secured PIK Toggle Notes due 2031) Noteholders will have the right to convert their Notes at any time at their election (subject to certain limitations) until the close of business on the second scheduled trading day immediately before the maturity date. The initial conversion rate for the Notes will be 49.6623 shares of Wolfspeed’s common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of Wolfspeed’s common stock), and will be subject to customary anti-dilution adjustments. Conversions of the Notes will be settled in cash, shares of the common stock or a combination thereof, at Wolfspeed’s election. The initial conversion price represents a conversion premium of approximately 20.0% over the last reported sale price of $16.78 per share of Wolfspeed’s common stock on the New York Stock Exchange on March 18, 2026. The Notes will be redeemable, in whole or in part, for cash at Wolfspeed’s option at any time, and from time to time, on or after March 20, 2028, and on or before the 35th scheduled trading day immediately before the maturity date. The redemption price will be equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Subject to certain restrictions, each Pre-Funded Warrant will be exercisable at the option of the holder of such Pre-Funded Warrant for the purchase of one share of Wolfspeed’s common stock at an exercise price of $0.01 per share, subject to customary anti-dilution adjustments. The securities (and the shares of Wolfspeed’s common stock issuable upon conversion of the Notes or exercise of the Pre-Funded Warrants) to be sold in the Private Placements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.