105 Aufrufe 105 0 Kommentare 0 Kommentare

SMART Global Holdings Announces Proposed Private Offering of Convertible Notes - Seite 2

SGH expects to use the net proceeds to fund the cost of entering into the capped call transactions described below and to repurchase a portion of the aggregate principal amount of SGH’s existing 2.25% convertible senior notes due 2026 (the “Existing Convertible Notes”) in privately negotiated transactions effected through one of the initial purchasers or its affiliate, as SGH’s agent, concurrently with the pricing of the offering. SGH intends to use the remainder of the net proceeds from the offering to repay certain amounts outstanding under SGH’s term loan credit facility, dated as of February 7, 2022, among the Company, SMART Modular Technologies, Inc., a wholly-owned subsidiary of SGH, the lenders party thereto, Citizens Bank, N.A., as administrative agent and collateral agent and the other parties thereto, as amended (the “Credit Agreement”).

If the initial purchasers exercise their option to purchase additional Notes, SGH intends to use a portion of the net proceeds from the sale of the additional Notes to pay the cost of additional capped call transactions, and any remaining net proceeds from the sale of the additional Notes will be used to repay additional amounts under SGH’s Credit Agreement, as described above.

Holders of the Existing Convertible Notes that are repurchased in the concurrent repurchases described above may purchase ordinary shares of the Company in the open market to unwind any hedge positions they may have with respect to the Existing Convertible Notes. These activities may affect the trading price of SGH’s ordinary shares and, if conducted concurrently with the offering of the Notes, may result in a higher initial conversion price of the Notes SGH is offering.

The interest rate, initial conversion rate, offering price and other terms of the Notes have not been finalized and will be determined at the time of pricing of the offering.

In connection with the pricing of the Notes, SGH expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of the Company’s ordinary shares that will initially underlie the Notes. If the initial purchasers exercise their option to purchase additional Notes, the Company expects to enter into additional capped call transactions with the Option Counterparties.

Seite 2 von 5




Business Wire (engl.)
0 Follower
Autor folgen

SMART Global Holdings Announces Proposed Private Offering of Convertible Notes - Seite 2 SMART Global Holdings, Inc. (“SGH,” “we,” or the “Company”) (Nasdaq: SGH) today announced that it intends to offer $150.0 million in aggregate principal amount of convertible senior notes due 2030 (the “Notes”) to qualified institutional buyers as …