Renesas Expects Loss Amid Wolfspeed’s RSA

Renesas Electronics Corp. expects to record a loss as it enters into a Restructuring Support Agreement (RSA) with Wolfspeed Inc. and its principal creditors for the financial restructuring of Wolfspeed.

As announced in July 2023, Renesas entered into the silicon carbide (SiC) wafer supply agreement with Wolfspeed, and through Renesas’ wholly owned subsidiary in the United States, it provided a deposit of $2 billion to Wolfspeed. In October 2024, Renesas and Wolfspeed amended their agreement and increased the outstanding principal amount of the deposit to $2.062 billion.

Subsequently, Wolfspeed has experienced financial challenges. On May 8, 2025, during its quarterly earnings call, Wolfspeed disclosed that to achieve its stated goal of strengthening its balance sheet, it may implement a transaction through an in-court solution. Due to Wolfspeed’s contemplation of an in-court option, Wolfspeed included required going concern language in the footnotes to its financial statements for the quarterly period ended March 30, 2025.

In response to this situation, Renesas has been engaging in discussions with Wolfspeed, and has entered into the RSA among Wolfspeed and its principal creditors, pursuant to which Renesas agreed to, among other things, convert the deposit of $2.062 billion into convertible notes, common stock, and warrants issued by Wolfspeed as follows:

1. Wolfspeed convertible notes: $204 million in aggregate principal amount, convertible to Wolfspeed common stock, maturing in June 2031. These notes are convertible into 13.6% of Wolfspeed’s total issued shares on a non-diluted basis at the time of the completion of the restructuring. On a fully diluted basis, and prior to the exercise of the warrants to be granted to Renesas, this corresponds to 11.8%.
2. Wolfspeed common stock: equivalent to 38.7% (17.9% on a fully diluted basis, prior to Renesas warrants exercise) of the total number of issued shares of Wolfspeed at the completion of the Restructuring.
3. Wolfspeed warrants: equivalent to 5% (on a fully diluted basis) of the total number of issued shares of Wolfspeed at the completion of the restructuring.

The restructuring is expected to be consummated through proceedings under Chapter 11 of the U.S. Bankruptcy Code. It is expected that Wolfspeed will file a petition with the court to initiate such proceedings in the near future. The restructuring is expected to become effective by the end of September 2025, subject to court approval of the restructuring plan. If the necessary regulatory approvals have not been obtained by the time the restructuring takes effect, Renesas will hold rights to instruments with equivalent economic value to Wolfspeed’s convertible notes, common stock, and warrants until those approvals are received.

In connection with the signing of the RSA, Renesas expects to record a loss on the deposited receivables related to the deposit in its consolidated financial statements. Although the timing and amount of such loss have not been determined at this time, Renesas believes that there is a possibility of recording a loss of approximately 250 billion yen (converted at an average exchange rate of 150 yen to the dollar during the period) in the consolidated financial statements for the six months ending June 30, 2025. (This amount is an estimate calculated by Renesas’ internal analysis based on the currently available information and may increase or decrease due to various factors.) The definitive timing and amount of the loss to be recorded will be determined in consultation with Renesas’ auditor and will be announced once it is determined.