STOCK TITAN
  1. Home
  2. Sec-filings
  3. WOLF
  4. [8-K] WOLFSPEED, INC. Reports Material Event

Wolfspeed (NYSE: WOLF) prices $379M converts and $96.9M equity to refinance debt

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Wolfspeed, Inc. entered into private financing deals combining new equity and convertible debt. The company agreed to sell 3,250,030 common shares and pre-funded warrants for up to 2,000,000 additional shares, raising approximately $96.9 million. It also subscribed $379.0 million of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031, with an initial conversion price of about $20.14 per share. Total anticipated gross proceeds of roughly $475.9 million are expected to be used to redeem about $475.9 million of existing Senior Secured Notes due 2030, aiming to reduce higher-cost debt and lower interest expense while adding a sizable, secured convertible component to the capital structure.

Positive

  • None.

Negative

  • None.

Insights

Wolfspeed refinances high-cost debt with sizable secured converts and equity.

Wolfspeed is raising about $475.9 million via private placements of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 and new equity, including pre-funded warrants. The notes are secured by substantially all assets and carry a relatively low cash coupon.

Management plans to use the proceeds to redeem approximately $475.9 million of existing Senior Secured Notes due 2030, targeting reduced interest expense and total debt. However, the notes are convertible at an initial price near $20.14 per share, implying potential issuance of up to 22,586,391 shares, plus the new stock and warrant shares.

This transaction shifts risk from pure leverage toward possible future equity dilution and adds a first-and-a-half lien layer in the capital stack. Actual impact on shareholders will depend on future stock performance, conversion behavior and the company’s ability to execute its strategy in targeted end markets such as AI data centers and industrial and energy applications.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
false 0000895419 0000895419 2026-03-19 2026-03-19
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 19, 2026

 

 

WOLFSPEED, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40863   56-1572719

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

4600 Silicon Drive  
Durham   North Carolina   27703
(Address of principal executive offices)   (Zip Code)

(919) 407-5300

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange
on which registered

Common Stock, $0.00125 par value   WOLF   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01. Entry into a Material Definitive Agreement.

Equity Securities Offering

Equity Purchase Agreement

On March 19, 2026, Wolfspeed, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Equity Purchase Agreement”) with certain investors (the “Equity Securities Investors”). The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of: (i) 3,250,030 shares (the “Shares”) of the Company’s common stock, par value $0.00125 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants,” and, together with the Shares, the “Equity Securities”) to purchase up to an aggregate of 2,000,000 shares of Common Stock in a private placement (the “Equity Securities Placement”). The price per Share is $18.458, and the price per Pre-Funded Warrant is $18.448. The closing of the Equity Securities Placement is expected to occur on March 26, 2026 (the “Equity Securities Closing”), subject to customary closing conditions.

The Pre-Funded Warrants have an exercise price of $0.01 per underlying share of Common Stock, exercisable at any time until each is fully exercised, and will not expire until each is fully exercised, subject to the ownership limitations described below. The number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock, as well as upon certain distributions of assets, including cash, stock or other property, to the Company’s stockholders. The Pre-Funded Warrants include a beneficial ownership blocker that provides that the holder may not exercise (nor may the Company allow the exercise of) such Pre-Funded Warrant if, upon giving effect to such exercise, such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to exceed 9.99% of the total number of the then issued and outstanding shares of Common Stock as determined in accordance with the terms of each Pre-Funded Warrant; provided that the Pre-Funded Warrant holder may decrease (and later increase) such percentage to a percentage not in excess of 9.99% effective on or after the 61st day after notice of such increase or decrease is delivered to the Company.

The aggregate gross proceeds to the Company from the Equity Securities Placement are expected to be approximately $96.9 million, excluding any proceeds the Company may receive upon exercise of the Pre-Funded Warrants.

The Equity Purchase Agreement also contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

The foregoing description of the Equity Securities Placement, the Equity Securities issued in connection therewith and the Equity Purchase Agreement is a summary and does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the forms of the Pre-Funded Warrant and the Equity Purchase Agreement, which are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Registration Rights Agreement

In connection with the Equity Securities Placement, the Company agreed to enter into a registration rights agreement (the “Registration Rights Agreement”) with the Equity Securities Investors at the Equity Securities Closing in the form attached to the Equity Purchase Agreement. Pursuant to the Registration Rights Agreement, among other things, the Company will file a resale registration statement (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than 75 days after the Equity Securities Closing to register the resale of the “Registrable Securities” (as defined in the Registration Rights Agreement) held by them, which generally includes the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants. The Company will use its commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC within certain timeframes set forth in the Registration Rights Agreement. In addition, the Equity Securities Investors have customary piggyback registration rights, subject to the limitations set forth in the Registration Rights Agreement.

 

The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The Registration Rights Agreement provides for customary indemnification and contribution provisions. The Registration Rights Agreement will terminate, with respect to each Equity Securities Investor, at such time as such Equity Securities Investor no longer owns any Registrable Securities, and in full and be of no further effect, at such time as there are no Registrable Securities held by any Equity Securities Investor.

The foregoing description of the Registration Rights Agreement is a summary and does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Registration Rights Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Convertible Notes Offering

Notes Subscription Agreements

On March 19, 2026, the Company also entered into separate, privately negotiated subscription agreements (collectively, the “Notes Subscription Agreements”) with Wolfspeed Texas, LLC, as guarantor (the “Guarantor”), and the investor parties thereto. The Notes Subscription Agreements provide for the sale and issuance by the Company of $379,000,000 aggregate principal amount of the Company’s 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “Notes” and, together with the Equity Securities, the “Securities”) in a private placement (the “Notes Placement” and, together with the Equity Securities Placement, the “Private Placements”) to such investors. The closing of the Notes Placement is expected to occur concurrently with the closing of the Equity Securities Placement on March 26, 2026 (the “Notes Closing”), subject to customary closing conditions.

The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Notes Closing, between the Company, the Guarantor, and U.S. Bank Trust Company, National Association, as trustee and collateral agent. 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 the Company and the Guarantor, secured by substantially all assets of the Company and the Guarantor. The Notes will be convertible at the option of holders in certain circumstances into cash, shares of Common Stock, or a combination of cash and shares of Common Stock, at the Company’s election. The initial conversion rate for the Notes will be 49.6623 shares of Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of Common Stock),and will be subject to customary anti-dilution adjustments. The Notes will be redeemable by the Company in certain circumstances, and holders may require the Company to repurchase their Notes in certain circumstances. The foregoing is a summary of certain provisions of the Notes and the Indenture. It is only a summary and is not complete. This summary is qualified by the text of the Indenture and Notes, which will be filed on or about the date of the Notes Closing.

The aggregate gross proceeds to the Company from the Notes Placement are expected to be approximately $379.0 million.

The Notes Subscription Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, other obligations of the parties and termination provisions.

The foregoing description of the Notes Placement, the Notes issued in connection therewith and the Notes Subscription Agreements is a summary and does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the form of Notes Subscription Agreement, which is filed as Exhibit 10.3, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

To the extent required by Item 2.03 of Form 8-K, the information regarding the Notes Placement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02. Unregistered Sales of Equity Interests

To the extent required by Item 3.02 of Form 8-K, the information regarding the Private Placements set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The offer and sale of the Securities and the shares of Common Stock underlying the Pre-Funded Warrants and the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to issue the Securities in reliance on exemptions from registration provided for under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Any shares of Common Stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act. Initially, a maximum of 22,586,391 shares of Common Stock is expected to be issuable upon conversion of the Notes, based on the initial maximum conversion rate of 49.6623 shares per $1,000 principal amount of the Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events

On March 19, 2026, the Company issued a press release announcing the Private Placements. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company expects to use the gross proceeds from the Private Placements to redeem approximately $475.9 million of the Company’s outstanding Senior Secured Notes due 2030.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Securities or the shares of Common Stock, if any, issuable upon exercise of the Pre-Funded Warrants or the conversion of the Notes.

Cautionary Note Regarding Forward Looking Statements

The Company cautions you that statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are forward-looking statements. Words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or continue” and similar expressions, are intended to identify forward-looking statements. The forward-looking statements are based on our current beliefs and expectations and include, but are not limited to statements regarding: the timing, size and expectation of the closing of the Private Placements; and expectations regarding market conditions, the satisfaction of customary closing conditions related to the Private Placements and the anticipated use of proceeds therefrom. Actual results may differ from those set forth in this Current Report on Form 8-K due to the risks and uncertainties inherent in our business, including, without limitation: the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Private Placements and other risks described in our prior press releases and filings with the SEC, including under the heading “Risk Factors” in our annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit No.    Description of Exhibit
4.1    Form of Pre-Funded Warrant
10.1    Form of Securities Purchase Agreement, dated March 19, 2026, by and among the Company and the Investors party thereto
10.2    Form of Registration Rights Agreement
10.3    Form of Note Subscription Agreement, dated March 19, 2026, by and among the Company, Wolfspeed Texas, LLC and the Investor parties thereto.
99.1    Press Release, dated March 19, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

WOLFSPEED, INC.
By:  

/s/ Melissa Garrett

 

Melissa Garrett

Senior Vice President and General Counsel

Date: March 19, 2026

Exhibit 99.1

Wolfspeed Announces Subscriptions for $379 Million of Convertible Notes and $96.9 Million of Common Stock and Pre-Funded Warrants

 

  •  

Pursuant to the Company’s focus on strengthening its capital structure, the Company is raising capital from new and existing investors, with the proceeds intended to reduce highest cash cost debt, lower annual interest expense, and reduce total debt

 

  •  

Gross proceeds from the Private Placements to redeem approximately $475.9 million of the outstanding Senior Notes

 

  •  

Issues approximately $60.0 million of new shares of common stock at a 10.0% premium over the closing price on March 18, 2026

 

  •  

Efforts to strengthen the balance sheet support initiatives to diversify key end markets and capture opportunities in emerging high-voltage applications including AI data centers, industrial and energy, and aerospace and defense markets

DURHAM, N.C.—(BUSINESS WIRE)—March 19, 2026—Wolfspeed, Inc. (NYSE: WOLF) (“Wolfspeed”) today announced that on March 19, 2026, it entered into separate, privately negotiated subscription agreements with investors pursuant to which Wolfspeed will place (i) $379,000,000 aggregate principal amount of its 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the “Notes”) and (ii) 3,250,030 shares of common stock, at a purchase price of $18.458 per share (the “Shares”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,000,000 shares of Wolfspeed’s common stock at a price of $18.448 per pre-funded warrant. The issuance and sale of the Notes, Shares and Pre-Funded Warrants (the “Private Placements”) is expected to settle on March 26, 2026, subject to customary closing conditions. Funds managed by new and existing investors participated in the Private Placements.

Wolfspeed anticipates that the gross proceeds from the issuance and sale of the Notes will be $379.0 million and anticipates that the gross proceeds from the issuance and sale of the Shares and the Pre-Funded Warrants will be approximately $96.9 million, resulting in anticipated aggregate gross proceeds from the Private Placements of approximately $475.9 million, before deducting placement agent and financial advisor fees and other expenses.

Consistent with the Company’s previously communicated strategy to enhance its capital structure, Wolfspeed intends to use the gross proceeds from the Private Placements to redeem approximately $475.9 million of the outstanding Senior Notes in order to reduce higher-cost debt instruments, lower annual interest expense, and reduce total debt. These efforts intend to strengthen the Company’s balance sheet, supporting initiatives to diversify key end markets and capture opportunities in emerging high-voltage applications including AI data centers, industrial and energy, and aerospace and defense markets.

The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated March 26, 2026, between Wolfspeed, Wolfspeed Texas LLC (the “Guarantor”) and U.S. Bank Trust Company, National Association, as trustee and collateral agent”.

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 and related guarantees (i) will rank equally in right of payment, without giving effect to collateral arrangements, with any existing and future senior indebtedness of the Issuer and the Guarantor, (ii) will be senior in right of payment to any existing and future subordinated obligations of the Issuer and the Guarantor, (iii) will be effectively subordinated to all secured indebtedness of the Issuer and the Guarantor that is secured by a lien on the Collateral that is senior or prior to the lien on the Collateral securing the Notes (including obligations under Wolfspeed’s existing Senior Secured Notes due 2030 (the “Senior Notes”)), (iv) 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) and (v) will be structurally subordinated to all liabilities of the non-guarantor subsidiaries.

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.

If a “fundamental change” (as defined in the Indenture) occurs, then, subject to limited exceptions, noteholders may require Wolfspeed to repurchase their notes for cash at a repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date.

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, but only if the last reported sale price per share of Wolfspeed’s common stock exceeds 175% of the conversion price for a certain period of time if the redemption date occurs on or before March 19, 2029 and 130% of the conversion price for a certain period of time if the redemption occurs on or after March 20, 2029, in each case subject to the satisfaction of certain conditions. 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.

Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and William Blair & Company L.L.C. acted as placement agents and financial advisors to Wolfspeed in connection with the offering of the securities. J. Wood Capital Advisors LLC also acted as a financial advisor to Wolfspeed.

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. Wolfspeed has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Shares and shares of Wolfspeed’s common stock issuable upon the exercise of the Pre-Funded Warrants sold in the Private Placements.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the securities, nor will there be any sale of such securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Wolfspeed, Inc.

Wolfspeed (NYSE: WOLF) leads the market in the worldwide adoption of silicon carbide technologies that power the world’s most disruptive innovations. As the pioneers of silicon carbide, and creators of the most advanced semiconductor technology on earth, we are committed to powering a better world for everyone. Through silicon carbide material, Power Modules, Discrete Power Devices and Power Die Products targeted for various applications, we will bring you The Power to Make It Real.™

Forward Looking Statements:

This press release includes forward-looking statements, including statements regarding the completion of the Private Placements, the expected amount and intended use of the gross proceeds, and the redemption of a portion of the Senior Notes. Forward-looking statements represent Wolfspeed’s current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Wolfspeed’s business, including those described in periodic reports that Wolfspeed files from time to time with the SEC. Wolfspeed may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the gross proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Wolfspeed does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Wolfspeed® is a registered trademark of Wolfspeed, Inc.

Investor Relations:

Tyler Gronbach

Vice President of External Affairs

919-407-4820

investorrelations@wolfspeed.com

Source: View Original Filing on SEC EDGAR

FAQ

What financing transactions did Wolfspeed (WOLF) announce on March 19, 2026?

Wolfspeed announced private placements of 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 totaling $379.0 million and approximately $96.9 million of common stock and pre-funded warrants, generating about $475.9 million in total anticipated gross proceeds before fees and expenses.

How does Wolfspeed plan to use the $475.9 million of gross proceeds from the private placements?

Wolfspeed intends to use the anticipated gross proceeds of about $475.9 million to redeem approximately $475.9 million of its outstanding Senior Secured Notes due 2030, aiming to reduce higher-cost debt, lower annual interest expense and decrease total debt outstanding.

What are the key terms of Wolfspeed’s new 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031?

The notes bear 3.5% cash interest, payable semi-annually, and mature on March 15, 2031. They are senior secured obligations, guaranteed by Wolfspeed Texas, LLC, and initially convert at 49.6623 shares per $1,000 principal, implying a conversion price of about $20.14 per share.

How many Wolfspeed shares could be issued upon conversion of the new convertible notes?

Based on the initial maximum conversion rate of 49.6623 shares per $1,000 principal amount, initially a maximum of 22,586,391 shares of Wolfspeed common stock is expected to be issuable upon conversion of the notes, subject to customary anti-dilution adjustment provisions in the indenture.

What equity securities is Wolfspeed issuing alongside the convertible notes?

Wolfspeed is issuing 3,250,030 common shares at $18.458 per share and pre-funded warrants to purchase up to 2,000,000 additional shares at $18.448 per warrant. Each pre-funded warrant is exercisable for one share at an exercise price of $0.01, subject to anti-dilution adjustments.

Will Wolfspeed register the new equity and warrant shares issued in the private placements?

Wolfspeed agreed to enter a registration rights agreement and file a resale registration statement after closing. This registration will cover the common shares sold and the shares issuable upon exercise of the pre-funded warrants, enabling investors to resell those securities publicly once the statement is effective.

Under what securities law exemptions is Wolfspeed issuing the notes, shares and warrants?

The securities are being offered and sold in private placements relying on exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. Any shares issued upon conversion of the notes are expected to rely on Section 3(a)(9) of the Securities Act for their issuance.

Filing Exhibits & Attachments

8 documents

Press Releases

Agreements & Contracts

Other Documents