Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - SMART Global Holdings, Inc. | d859835dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 6, 2020
SMART GLOBAL HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Cayman Islands | 001-38102 | 98-1013909 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| c/o Maples Corporate Services Limited P.O. Box 309 Ugland House Grand Cayman |
KY1-1104 Cayman Islands | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code: (510) 623-1231
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Ordinary shares, $0.03 par value per share | SGH | The Nasdaq Stock Market LLC (Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 6, 2020, SMART Global Holdings, Inc. (the “Company”) issued a press release announcing that it intends to offer, subject to market and other conditions, $200 million aggregate principal amount of new convertible senior notes due 2026 (the “notes”) solely to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also expects to grant the initial purchasers of the notes an option to purchase up to an additional $30 million aggregate principal amount of notes.
A copy of the press release is filed as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press release issued on February 6, 2020 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SMART GLOBAL HOLDINGS, INC. | ||||
| By: | /s/ Jack Pacheco | |||
| Name: | Jack Pacheco | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
| (Principal Financial and Accounting Officer) | ||||
| Date: February 6, 2020 | ||||