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)

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