SGH announces senior note exchange, to buy back 325,000 shares

SMART Global Holdings announced that it has entered into separate, privately negotiated exchange agreements with a limited number of holders, who are qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and institutional accredited investors, of its 2.25% convertible senior notes due 2026. Pursuant to the exchange agreements, SGH will exchange $150M in aggregate principal amount of the existing convertible notes for (i) $150Min aggregate principal amount of new 2.000% convertible senior notes due 2029 and (ii) an aggregate of approximately $15.6M in cash, with such cash payment representing the premium paid for the existing convertible notes in excess of par value and accrued and unpaid interest on the existing convertible notes. In connection with the exchange transactions, SGH also intends to repurchase approximately 325,000 of SGH’s outstanding ordinary shares for approximately $5.4M. The exchange transactions are expected to settle on or about January 23, the company said. Upon completion of the exchange transactions, the aggregate principal amount of the existing convertible notes outstanding will be $100M, and the aggregate principal amount of the new convertible notes outstanding will be $150M. SGH said it will not receive any cash proceeds from the issuance of the new convertible notes pursuant to the exchange transactions.