Renesas Electronics : Notice Concerning Refinancing of Loans

TOKYO, Japan ― Following the resolution at the Board of Directors meeting, Renesas Electronics Corporation (TSE:6723, "Renesas"), a premier supplier of advanced semiconductor solutions, today announced that it has entered into a syndicate loan agreement and a loan agreement with the Japan Bank of International Cooperation (JBIC loan agreement) as of December 23, 2021.

1. Background to the agreements

Renesas has successfully completed the acquisition of Dialog Semiconductor Plc on August 31, 2021 (Note 1, "the Acquisition") at approximately EUR 4.8 billion (approximately 624.0 billion yen at an exchange rate of 130 yen to the Euro). Renesas entered into a Facilities Agreement loan to fund the Acquisition (Note 2), and also raised approximately 222.6 billion yen in proceeds through the issuance of new shares (Note 3). As a result, in addition to the proceeds and the cash on hand available to Renesas, Renesas drew a loan of 270.0 billion yen in total (Note 4, "the Existing Loan") as the necessary funding for the Acquisition.

With the purpose to refinance the Existing Loan to mid- to long-term funds, Renesas has entered into the syndicate loan agreement and a JBIC loan agreement. This completes the fundraising for the Acquisition and the conversion to mid- to long-term funds.

In regard to the syndicate loan agreement, Renesas will receive financing from the "ESG Management Support Loan" from MUFG Bank, Ltd. and "Mizuho Eco Finance" from Mizuho Bank, Ltd. as ESG Evaluation Loans. These loans offered by the two banks provide financing to companies with ESG initiatives that fulfill certain standards as determined by banks. Renesas has received the maximum score (Note 5) from the two banks after an evaluation of ESG initiatives in the environmental areas, including Renesas' efforts to realize carbon neutral.

2. Overview of the agreements

	Syndicate loan agreement	JBIC loan agreement
Loan type	Term loan
Loan amount (Note 6)	96.0 billion yen	144.0 billion yen
Execution date of agreement	December 23, 2021
Borrowing date	December 30, 2021
Repayment date	End of December, 2026
Participating financial institutions	MUFG Bank, Ltd., Mizuho Bank, Ltd., Sumitomo Mitsui Trust Bank, Limited., Resona Bank, Limited., Aozora Bank, Ltd., Shinkin Central Bank, The Norinchukin Bank, Bank of America NA Tokyo Branch	Japan Bank of International Cooperation

3. Future outlook

No material impact is anticipated on Renesas' fiscal 2021 consolidated performance.

Notes)

Note 1: Renesas Completes Acquisition of Dialog Semiconductor, announced on August 31, 2021

Note 2: Execution of Facilities Agreement for Dialog Acquisition, announced on February 8, 2021; Execution of Amendment Agreement which Amends the Facilities Agreement for Dialog Acquisition, announced on June 30, 2021

Note 3: Renesas Announces Determination of Number of New Shares to be Issued by Way of Third-Party Allotment, announced on June 23, 2021

Note 4: Drawdown of Loan Under the Facilities Agreement for Dialog Acquisition, announced on August 31, 2021

Note 5: MUFG Bank, Ltd.: Rank S (total of five ranks); Mizuho Bank, Ltd.: Rank AA (total of five ranks)

Note 6: Out of the 270.0 billion yen of Existing Loans, the total loan amount is 240.0 billion yen, which excludes the 30.0 billion yen already repaid

About Renesas Electronics Corporation

Renesas Electronics Corporation (TSE: 6723) delivers trusted embedded design innovation with complete semiconductor solutions that enable billions of connected, intelligent devices to enhance the way people work and live. A global leader in microcontrollers, analog, power, and SoC products, Renesas provides comprehensive solutions for a broad range of automotive, industrial, infrastructure, and IoT applications that help shape a limitless future. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, YouTube and Instagram.