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Form 8-K · Current Report · Filed 2024-08-14

SMART Global Holdings Announces Exercise of Option to Issue Additional Convertible Senior Notes

On August 12, 2024, SMART Global Holdings, Inc.

Filer
Penguin Solutions Inc. PENG · NASDAQ
Filed
Accession
0001193125-24-200635
CIK
0001616533
Signal
Medium impactTechnology

Details

was notified by the initial purchasers of the exercise of their option to purchase an additional $25.0 million in aggregate principal amount of 2.00% Convertible Senior Notes due 2030 (the 'Option Notes'). The Company closed on the issuance of the Option Notes on August 14, 2024, with net proceeds expected to be approximately $193.0 million after deducting discounts, commissions, and offering expenses. The Option Notes were issued under the same Indenture as the previously issued 2.00% Convertible Senior Notes due 2030. Additionally, the Company entered into privately negotiated capped call transactions in connection with the sale of the Option Notes to mitigate potential dilution to existing Ordinary Share holders.

Items reported

Item 1.01

Entry into a Material Definitive Agreement

Securities Purchase Agreement
Item 2.03

Creation of a Direct Financial Obligation

New Debt Issued
Item 3.02

Unregistered Sales of Equity Securities

Private Placement
Item 8.01

Other Events

Convertible Notes Offering
Item 9.01

Financial Statements and Exhibits

No viable tag

Market reaction

Close before filing

$20.58

Next session

+2.9%

Since filing

+155.7%

Latest close

$52.63

What happened, not what will happen — closing prices around the filing date.

Precedent

Previous filings from PENG reporting the same item, with the next session's move:

Exhibits (1)

About Penguin Solutions Inc.

Penguin Solutions Inc. is a cutting-edge technology company that focuses on providing innovative engineering services and software solutions. Headquartered in the United States, Penguin Solutions specializes in high-performance computing, cloud enablement, and electronic design automation. The primary function of the company is to support businesses in enhancing their technological capabilities by offering tailored solutions that streamline operations and improve efficiency. Penguin Solutions is integral to sectors such as telecommunications, aerospace, and automotive industries, where precision and high-efficiency computing are critical. The company is a notable player in the financial market due to its role in pioneering advancements in software and hardware integration, making it a valuable partner for enterprises looking to keep pace with rapid technological changes. Through its diverse portfolio, Penguin Solutions fosters significant improvements in productivity, contributing substantially to technological innovation and implementation across various industries.

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