Item 8.01. Other Events.
On January 19, 2023, SMART Global Holdings, Inc. (the "Company") issued a press
release relating to an exchange offering, whereby the Company offered, to a
limited number of holders who are qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")
and institutional accredited investors (within the meaning of Rule 501 under the
Securities Act), to exchange such holders' existing 2.25% Convertible Senior
Notes due 2026 of the Company (the "2026 Notes") for 2.000% Convertible Senior
Notes due 2029 of the Company (the "2029 Notes") and cash, with such cash
payment representing the premium paid for the 2026 Notes in excess of par value
and accrued and unpaid interest on the 2026 Notes. In connection with the
exchange offering, the Company also engaged in ordinary share repurchase
transactions, whereby the Company repurchased approximately 325,000 of its
outstanding ordinary shares, $0.03 par value per ordinary share, for cash, at a
price per share of $16.65. A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference into
this Item 8.01.
Neither this Current Report on Form 8-K nor the press release constitutes an
offer to sell, or the solicitation of an offer to buy, the 2029 Notes or the
Company's ordinary shares, if any, issuable upon conversion of the 2029 Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Press Release dated January 19, 2023
Exhibit 104 Cover Page Interactive Data File (embedded within the inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses