FORM 8-K. CREE, INC. (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): August 21, 2018 CREE, INC. (Exact name of registrant as specified in its charter) North Carolina (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 4600 Silicon Drive Durham, North Carolina (Address of principal executive offices) (Zip Code) (919) 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 ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) 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 ) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR b-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. [ ]

2 Item 1.01 Entry into a Material Definitive Agreement On August 21, 2018, Cree, Inc. (the Company ) entered into a Third Amendment (the Third Amendment ) to its Credit Agreement, dated as of January 9, 2015 (as amended from time to time, the Credit Agreement ), with Wells Fargo Bank, National Association, as administrative agent, E-conolight LLC, a domestic subsidiary of the Company ( E-conolight ), as guarantor, and the other lenders party thereto. The Third Amendment amends the Credit Agreement to permit the Company to offer senior unsecured indebtedness convertible into shares of the Company s common stock and cash, including the Convertible Senior Notes due In addition, the Third Amendment requires the Company and E-conolight to provide additional collateral for their obligations under the Credit Agreement, including their personal property assets and their shares in any U.S. subsidiaries, and also provides for potential increases in the interest rate and commitment fee percentages payable by the Company, as determined in accordance with the Credit Agreement depending on a ratio of funded debt to EBITDA, such that loans at a LIBOR rate interest may include a spread of up to 1.75%, loans at a base rate may include a spread of up to 0.75%, and fees based on the unused amount of revolving credit commitments may be up to 0.25% per annum. The Third Amendment also modifies certain financial covenants applicable to the Company, such that the Company is required to maintain a ratio of consolidated funded indebtedness to EBITDA equal to or less than 4.50 to 1.00 and a ratio of consolidated senior funded indebtedness to EBITDA equal to or less than 3.25 to 1.00, in each case determined in accordance with the Credit Agreement. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Item 1.01 above is incorporated herein by reference. Item 8.01 Other Events On August 22, 2018, Cree, Inc. (the Company ) issued a press release announcing the pricing of the previously announced offering of the Company s convertible senior notes due 2023 (the notes ). A copy of the press release is attached hereto as Exhibit 99.1 hereto and is incorporated by reference herein. This report does not constitute an offer to sell or a solicitation of an offer to buy the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description of Exhibit 99.1 Cree, Inc. press release, dated August 22, 2018

3 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. CREE, INC. By: Michael E. McDevitt Michael E. McDevitt Executive Vice President and Chief Financial Officer Date: August 22, 2018

4 Exhibit 99.1 Cree Announces Pricing of $500 Million Convertible Senior Notes Offering DURHAM, N.C. August 22, 2018 Cree, Inc. (NASDAQ: CREE) ( Cree ) today announced the pricing of $500 million aggregate principal amount of its 0.875% 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 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 $75 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to settle on August 24, 2018, subject to the satisfaction of customary closing conditions, and is expected to result in approximately $488 million in net proceeds to Cree (or approximately $561 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 Cree. The Notes will be unsecured, senior obligations of Cree. The Notes will bear interest at a rate of 0.875% per year. Interest will be payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, The Notes will mature on September 1, 2023, unless earlier repurchased, redeemed or converted. 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 initial conversion rate for the Notes is shares of common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $59.97 per share). Conversions of the Notes will be settled in cash, shares of Cree s common stock or a combination thereof, at Cree s election. The initial conversion price represents a conversion premium of approximately 31.0% over the last reported sale price of $45.78 per share of Cree s common stock on the Nasdaq Global Select Market on August 21, Prior to the close of business on the day immediately preceding March 1, 2023, 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 March 1, 2023 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 Cree 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. Cree may not redeem the Notes prior to September 1, On or after September 1, 2021 and on or before the 40 th scheduled trading day immediately before the maturity date, Cree may redeem for cash all or part of the Notes if the last reported sale price of Cree 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), including the trading day immediately preceding the date on which Cree provides a notice of redemption, during any

5 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Cree provides notice of redemption. The redemption price for the Notes will equal the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. 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. 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. About Cree, Inc. Cree is an innovator of Wolfspeed power and radio frequency (RF) semiconductors, lighting class LEDs and lighting products. Cree s Wolfspeed product families include SiC materials, power-switching devices and RF devices targeted for applications such as electric vehicles, fast charging, inverters, power supplies, telecom and military and aerospace. Cree s LED product families include blue and green LED chips, high-brightness LEDs and lighting-class power LEDs targeted for indoor and outdoor lighting, video displays, transportation and electronic signs and signals. Cree s LED lighting systems and lamps serve indoor and outdoor applications. Forward Looking Statements: This press release contains forward-looking statements involving risks and uncertainties, both known and unknown, that may cause actual results, performance or achievements to differ materially from those indicated in the forward-looking statements. Actual results could differ materially due to a number of factors, including (i) changes as a result of market conditions or for other reasons, (ii) the risk that the Offering will not be consummated and (iii) the impact of general economic, industry or political conditions in the United States or internationally. These forward-looking statements represent Cree s judgment as of the date of this release. Except as required under the U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission, Cree disclaims any obligation to update any forward-looking statements after the date of this release, whether as a result of new information, future events, developments, changes in assumptions or otherwise. The Cree logo is a registered trademark of Cree, Inc. Contact: Cree, Inc. Raiford Garrabrant Director, Investor Relations Phone: investorrelations@cree.com