Exhibit 99.1
Wolfspeed Announces Pricing of Upsized $650.0 Million
Convertible Senior Notes Offering
DURHAM, N.C.—(BUSINESS WIRE)—January 31, 2022—Wolfspeed, Inc. (NYSE: WOLF) (“Wolfspeed”) today announced the pricing of $650.0 million aggregate principal amount of its 0.25% Convertible Senior Notes due 2028 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $500.0 million aggregate principal amount of notes. In addition, Wolfspeed has granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including, the date on which the Notes are first issued, up to an additional $100.0 million aggregate principal amount of the Notes.
The sale of the Notes to the initial purchasers is expected to settle on February 3, 2022, subject to the satisfaction of customary closing conditions, and is expected to result in approximately $634.6 million in net proceeds to Wolfspeed (or approximately $732.3 million if the initial purchasers exercise their option to purchase additional Notes in full) after deducting the initial purchasers’ discount and estimated offering expenses payable by Wolfspeed.
The Notes will be unsecured, senior obligations of Wolfspeed. The Notes will bear interest at a rate of 0.25% per year. Interest will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2022. The Notes will mature on February 15, 2028, unless earlier repurchased, redeemed or converted.
Wolfspeed intends to use approximately $93.7 million of the net proceeds from the Offering to fund the cost of entering into the capped call transactions described below. Wolfspeed intends to use the remainder of the net proceeds from the Offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional Notes, then Wolfspeed intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below.
The initial conversion rate for the Notes is 7.8602 shares of Wolfspeed’s common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $127.22 per share of Wolfspeed’s common stock). Conversions of the Notes will be settled in cash, shares of Wolfspeed’s common stock or a combination thereof, at Wolfspeed’s election. The initial conversion price represents a conversion premium of approximately 35% over the last reported sale price of $94.24 per share of Wolfspeed’s common stock on the New York Stock Exchange on January 31, 2022.
Prior to the close of business on the day immediately preceding August 16, 2027, the Notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On and after August 16, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, noteholders may convert their Notes at their option regardless of these conditions.
Holders may require Wolfspeed to repurchase their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) at a cash purchase price equal to the principal amount thereof plus accrued and unpaid interest, if any.
Wolfspeed may not redeem the Notes prior to February 18, 2025. On or after February 18, 2025 and on or before the 40th scheduled trading day immediately before the maturity date, Wolfspeed may redeem for cash all or part of the Notes if the last reported sale price of Wolfspeed’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive),