checkAd

     109  0 Kommentare SGH Announces Exchange of $150.0 Million of its Existing 2.25% Convertible Senior Notes due 2026 for 2.000% Convertible Senior Notes due 2029 and Repurchase of Approximately 325,000 of its Ordinary Shares

    SMART Global Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today announced that it has entered into separate, privately negotiated exchange agreements (the “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 (the “Securities Act”), and institutional accredited investors, of its 2.25% convertible senior notes due 2026 (the “Existing Convertible Notes”). Pursuant to the Exchange Agreements, SGH will exchange $150.0 million in aggregate principal amount of the Existing Convertible Notes for (i) $150.0 million in aggregate principal amount of new 2.000% convertible senior notes due 2029 (the “New Convertible Notes”) and (ii) an aggregate of approximately $15.6 million 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 (collectively, the “Exchange Transactions”). In connection with the Exchange Transactions, SGH also intends to repurchase approximately 325,000 of SGH’s outstanding ordinary shares for approximately $5.4 million (the “Ordinary Share Repurchase Transactions”). The Exchange Transactions are expected to settle on or about January 23, 2023, subject to customary closing conditions.

    Upon completion of the Exchange Transactions, the aggregate principal amount of the Existing Convertible Notes outstanding will be $100.0 million, and the aggregate principal amount of the New Convertible Notes outstanding will be $150.0 million. SGH will not receive any cash proceeds from the issuance of the New Convertible Notes pursuant to the Exchange Transactions.

    The New Convertible Notes will be senior, unsecured obligations of SGH and will accrue interest at a rate of 2.000% per annum, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023. The New Convertible Notes will mature on February 1, 2029 (the “Maturity Date”), unless earlier repurchased, redeemed or converted. Before August 1, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after August 1, 2028, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the Maturity Date. SGH will have the right to elect to settle conversions either entirely in cash or in a combination of cash and ordinary shares. However, upon conversion of any New Convertible Note, the conversion value, which will be determined over a period of multiple trading days, will be paid in cash up to at least the principal amount of the notes being converted. The initial conversion rate is 47.1059 ordinary shares per $1,000 principal amount of notes, which represents an initial conversion price of approximately $21.23 per ordinary share. The initial conversion price represents a premium of approximately 27.5% over the last reported sale price of $16.65 per ordinary share of SGH on January 18, 2023. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

    Seite 1 von 4




    Business Wire (engl.)
    0 Follower
    Autor folgen

    SGH Announces Exchange of $150.0 Million of its Existing 2.25% Convertible Senior Notes due 2026 for 2.000% Convertible Senior Notes due 2029 and Repurchase of Approximately 325,000 of its Ordinary Shares SMART Global Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today announced that it has entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with a limited number of holders, who are qualified …