Cree Announces Offering of $500M of Convertible Senior Notes

DURHAM, N.C. — Cree, Inc. announced that it intends to offer, subject to market conditions and other factors, $500 million aggregate principal amount of its Convertible Senior Notes due 2023 (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”). In addition, Cree expects to grant 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 $75 million aggregate principal amount of the Notes.

The Notes will be unsecured, senior obligations of Cree, and interest will be payable semi-annually in arrears. The Notes will be convertible into cash, shares of Cree’s common stock, or a combination thereof, at Cree’s election. The interest rate, initial conversion rate, repurchase or redemption rights and other terms of the Notes are to be determined upon pricing of the Offering by negotiations between Cree and the initial purchasers of the Notes.

Cree intends to use a portion of the net proceeds from the Offering to repay its borrowings under its revolving credit facility and the remaining net proceeds to fund Wolfspeed’s capacity expansion, working capital needs and for general corporate purposes.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and the shares of Cree’s common stock potentially issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the Notes and such shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any shares of Cree’s common stock potentially issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.