v3.26.1
Long-term Debt
 9 Months Ended
Mar. 29, 2026
Debt Disclosure [Abstract]  
Long-term Debt Long-term Debt
As of June 29, 2025 (Predecessor):

(in millions of U.S. Dollars)Maturity DateEffective Interest RateInitial PrincipalRepayment of principalConversion to common stockOutstanding principalUnamortized premium/discountEnding BalanceEquity componentFair ValueFair value level
1.75% Convertible Notes
5/1/20262.2 %$575.0 $— $— $575.0 ($2.0)$573.0 $— $145.2 Level 2
0.25% Convertible Notes
2/15/20280.6 %750.0 — — 750.0 (7.9)$742.1 — 186.6 Level 2
1.875% Convertible Notes
12/1/20292.1 %1,750.0 — — 1,750.0 (20.7)$1,729.3 — 450.6 Level 2
2030 Senior Notes6/23/203016.3 %1,250.0 — — 1,521.2 (52.3)$1,468.9 — 1,308.2 Level 2
CRD Agreement Deposits7/5/20336.8 %2,000.0 — — 2,062.0 (37.3)$2,024.7 — 556.7 Level 3
$6,325.0 $— $— $6,658.2 ($120.2)$6,538.0 $— $2,647.3 

On the Petition Date, the Company commenced the Chapter 11 Cases. The filing of the Chapter 11 Cases constituted an event of default that accelerated the obligations under the Convertible Notes, Existing Senior Secured Notes, and the unsecured Customer Refundable Deposit Agreement, dated as of July 5, 2023, with Renesas (as amended to date, the “CRD Agreement”). On the Effective Date, the Company emerged from the Chapter 11 Cases.

As of March 29, 2026 (Successor)

(in millions of U.S. Dollars)
Maturity Date(1)
Effective Interest RateInitial Principal
Repayment of principal(2)
Conversion to common stock(3)
Outstanding principalUnamortized premium/discountEnding BalanceEquity componentFair ValueFair value level
New Senior Secured Notes6/23/203012.9%$1,259.2 ($629.7)$— $629.5 $58.9 $688.4 $— $681.4 Level 2
New 2L Non-Convertible Notes6/15/203112.5%296.4 — — $296.4 (62.6)$233.8 — 234.2 Level 2
New 2L Non-Renesas Convertible Notes(4)
6/15/20313.0%331.4 — (18.5)$312.9 (6.9)$306.0 159.4 489.4 Level 2
New 2L Renesas Convertible Notes(5)
6/15/203112.3%203.6 — — $203.6 (76.7)$126.9 87.9 198.6Level 3
1.5L Convertible Notes3/15/20314.3 %379.0 — — $379.0 (13.6)$365.4 — 379.0Level 2
$2,469.6 ($629.7)($18.5)$1,821.4 ($100.9)$1,720.5 $247.3 $1,982.6 
(1)Each instrument is as defined in the Plan.
(2)On December 22, 2025, the Company repurchased $175.0 million of aggregate principal of the New Senior Secured Notes, plus accrued and unpaid interest at a purchase price of $197.9 million. On December 23, 2025, $10.2 million of Paid-in-Kind ("PIK") Interest was incurred and recorded to the outstanding
New Senior Secured Notes principal amount. On March 23, 2026, $10.9 million of PIK interest was incurred and recorded to the outstanding New Senior Secured Notes principal amount. On March 26, 2026, the Company used all of the aggregate gross proceeds from the 1.5L Convertible Notes (as defined below) and the Securities Purchase Agreement (as defined below) (refer to Note 16 - "Stockholders' Equity and Pre-Funded Warrants" for additional information) to redeem $475.9 million of the outstanding New Senior Secured Notes at a purchase price of $524.3 million.
(3)On September 29, 2025, the Company issued the New 2L Non-Renesas Convertible Notes and New 2L Renesas Convertible Notes. The notes bear interest at 2.5% per annum on the outstanding principal, are secured, and are convertible into shares of common stock at a conversion price of $12.23 and $18.35 per share, respectively. As of March 29, 2026, $18.5 million of New 2L Non-Renesas Convertible Notes were converted into 1.5 million shares of common stock.
(4)ASC Topic 470: Debt (“ASC 470”) presumes that when a convertible debt instrument is issued at a substantial premium compared to the principal amount, the premium should be recognized in equity as paid-in-capital. The excess of the initial carrying amount over par of $168.8 million was recorded to additional paid-in-capital. Approximately 5.6% of the equity component is not related to the outstanding convertible notes due to conversions during the period from September 30, 2025 to March 29, 2026.
(5)During the three months ended March 29, 2026, the Company reclassified the derivative liability to equity of $87.9 million (refer to Note 9 - "Fair Value of Financial Instruments" for additional information).

On the Effective Date, the conditions to the effectiveness of the Plan were satisfied or waived and the Plan became effective, and each holder of the aforementioned corporate debt holdings as of the Effective Date and deposits under the CRD Agreement received portions of the restated debt obligations and New Common Stock, and all of the Company’s outstanding obligations under the aforementioned corporate debt holdings as of the Effective Date and CRD Agreement were discharged and terminated. Please refer to Note 1, "Basis of Presentation and New Accounting Standards," and Note 2, "Emergence from Voluntary Reorganization under Chapter 11," for additional information on the long-term debt.
New 1.5L Convertible Notes
On March 26, 2026, the Company entered into the 3.5% Convertible 1.5 Lien Senior Secured Notes due 2031 (the "1.5L Convertible Notes") in a private placement (the "Notes Placement") with an aggregate principal balance of $379.0 million. The 1.5L Convertible Notes were issued pursuant to, and are governed by, an indenture (the “ 1.5L Convertible Notes Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as Subsidiary Guarantor, and U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent.
The 1.5L Convertible Notes are guaranteed on a senior basis by the Guarantor, and the 1.5L Convertible Notes and the related guarantee by the Subsidiary Guarantor are senior, secured obligations of the Company and the Subsidiary Guarantor, secured by substantially all assets of the Company and the Subsidiary Guarantor (the “Collateral”). The 1.5L Convertible Notes and related guarantee are effectively subordinated to all secured indebtedness of the Company and the Subsidiary Guarantor that is secured by a lien on the Collateral that is senior or prior to the lien on the Collateral securing the 1.5L Convertible Notes (including obligations under the Company’s New Senior Secured Notes) and are effectively senior to all indebtedness of the Company and the Subsidiary 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 1.5L Convertible Notes (including the Company’s New 2L Non-Renesas Convertible Notes and New 2L Non-Convertible Notes).

The 1.5L Convertible Notes bear cash interest at a rate of 3.5% per year. Interest is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2026. The 1.5L Convertible Notes mature on March 15, 2031, unless earlier repurchased, redeemed or converted.

The 1.5L Convertible Notes are convertible at the option of the holders at any time (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 1.5L Convertible Notes is 49.6623 shares of the New Common Stock, per $1,000 principal amount of the 1.5L Convertible Notes (which is equivalent to an initial conversion price of approximately $20.14 per share of New Common Stock, which represents a conversion premium of approximately 20.0% over the last reported sale price of $16.78 per share of New Common Stock on the New York Stock Exchange on March 18, 2026). The conversion rate is subject to customary anti-dilution adjustments. Holders of the 1.5L Convertible Notes will be entitled to make-whole adjustments to the conversion rates in the event of a change of control or an optional redemption as described below. Upon conversion, the 1.5L Convertible Notes may be settled in cash, shares of New Common Stock or a combination thereof, at the Company’s election.

Upon the occurrence of a “Fundamental Change” (as defined below), subject to certain exceptions, holders may require the Company to repurchase all or a portion of their 1.5L Convertible Notes for cash at a price equal to 100% of the principal amount of the 1.5L Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the applicable repurchase date. A “Fundamental Change” includes certain business combination transactions involving the Company, acquisitions of more than 50% of the Company's outstanding New Common Stock by specified persons or groups, and certain delisting events with respect to the New Common Stock.

The 1.5L Convertible Notes are redeemable, in whole or in part, at the Company’s option for cash at any time, on or after March 20, 2028, and on or before the 35th scheduled trading day immediately preceding the maturity date, subject to certain conditions. Redemption is permitted only if the last reported sale price of New Common Stock exceeds (i) 175% of the conversion price for specific periods if the redemption date occurs on or before March 19, 2029 or (ii) 130% of the conversion price for specified periods if
the redemption date occurs on or after March 20, 2029. The redemption price equals 100% of the principal amount of the 1.5L Convertible Notes redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
1L Supplemental Indenture
In connection with the Company’s entrance into the 1.5L Convertible Notes Indenture and the issuance of the 1.5L Convertible Notes, the Company entered into that certain First Supplemental Indenture (the “1L Supplemental Indenture”), dated as of March 26, 2026, among the Company, Wolfspeed Texas, as subsidiary guarantor (in such capacity, the “1L Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (in such capacities, the “1L Indenture Agent”) to amend and waive certain provisions of that certain New Senior Secured Notes Indenture and to permit the Company and the 1L Guarantor to enter into the 1.5L Convertible Notes Indenture and the Company to issue the 1.5L Convertible Notes.
2L Supplemental Indenture
In connection with the Company’s entry into the indentures and the issuance of the notes described below, on March 26, 2026, the Company entered into separate first supplemental indentures to amend certain covenants governing its outstanding second‑lien indebtedness.
First, the Company entered into a First Supplemental Indenture (the “2L Non‑Renesas Supplemental Indenture”) by and among the Company, Wolfspeed Texas, as subsidiary guarantor (the “2L Non‑Renesas Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2L Non‑Renesas Agent”). The 2L Non‑Renesas Supplemental Indenture supplements and amends certain covenants under the 2L Non‑Renesas Convertible Notes Indenture.
In addition, on March 26, 2026, the Company entered into a First Supplemental Indenture (the “2L Renesas Supplemental Indenture”) by and among the Company, Wolfspeed Texas, as subsidiary guarantor (the “2L Renesas Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “2L Renesas Agent”). The 2L Renesas Supplemental Indenture supplements and amends the 2L Renesas Convertible Notes Indenture.
Additionally, on March 26, 2026, the Company entered into a First Supplemental Indenture (the “Toggle Notes 2L Supplemental Indenture”) by and among the Company, Wolfspeed Texas, as subsidiary guarantor (the “Toggle Notes 2L Guarantor”), and U.S. Bank Trust Company, National Association, as trustee and collateral agent (the “Toggle Notes 2L Agent”). The Toggle Notes 2L Supplemental Indenture supplements and amends certain covenants under the “2L Non-Convertible Notes Indenture”).
Intercreditor Agreement
In connection with the Company’s entry into the 1.5 L Convertible Notes Indenture, on March 26, 2026, the Company, the trustees and the collateral agents party to the 1.5 L Convertible Notes Indenture and the New Senior Secured Notes Indenture entered into a First Lien/1.5 Lien Intercreditor Agreement (the “1L/1.5L Intercreditor Agreement”). The 1L/1.5L Intercreditor Agreement sets forth the respective rights with respect to the shared collateral between the noteholders under the 1.5L Convertible Notes, on the one hand, and the noteholders under the New Senior Secured Notes, on the other hand.
In addition, on March 26, 2026, the Company, the Trustee and the Collateral Agent entered into a Joinder Agreement, pursuant to which the Trustee and the Collateral Agent became parties to the existing 1L/2L Intercreditor Agreement
Interest Expense
SuccessorPredecessor
(in millions of U.S. Dollars)Three months ended March 29, 2026Three months ended March 30, 2025
Interest expense, net
$46.4 $70.2 
Amortization of premium, discount and debt issuance costs, net of capitalized interest4.9 14.5 
Interest expense, other0.8 0.7 
Total interest expense, net$52.1 $85.4 
SuccessorPredecessor
(in millions of U.S. Dollars)Period from September 30, 2025 to March 29, 2026Period from June 30, 2025 to September 29, 2025Nine months ended March 30, 2025
Interest expense, net(1)
$98.2 $— $193.6 
Amortization of premium, discount and debt issuance costs, net of capitalized interest10.4 — 34.5 
Interest expense, other1.5 0.7 2.3 
Total interest expense, net$110.1 $0.7 $230.4 
(1): Excludes contractual interest of $99.7 million for the period from June 30, 2025 to September 29, 2025.
The Company capitalizes interest in connection with ongoing capacity expansions. Upon the substantial completion of the Siler City Fab at the end of fiscal 2025, interest capitalization ceased. Total interest expense capitalized for the three and nine months ended March 30, 2025 were $22.8 million and $61.6 million, respectively.