Item 8.01 Other Events.
On January 7, 2021, SMART Global Holdings, Inc. (the "Company") agreed to
repurchase an aggregate of 1,100,000 of its ordinary shares, $0.03 par value per
share (the "Repurchased Shares") from Silver Lake Partners III Cayman (AIV III),
L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund
Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P.
(collectively, "Silver Lake") at a purchase price of $40.30 per share (the
"Purchase Price"), for aggregate consideration of approximately $44.3 million,
in a privately negotiated transaction (the "Repurchases"). The purchase price
represented a discount to the $41.38 closing price of the Company's ordinary
shares on the Nasdaq Global Select Market on January 7, 2021 of 2.61%. The
Company expects to use available cash to finance these repurchases. The
repurchases were approved by a committee of the board of directors of the
Company composed solely of independent directors that are not affiliated with
Silver Lake.
Also on January 7, 2021, Silver Lake agreed to sell to a broker-dealer pursuant
to Rule 144 under the Securities Act of 1933, as amended, an aggregate of
990,000 of the Company's ordinary shares at the Purchase Price, for aggregate
consideration of approximately $40 million (the "144 Sales").
The Company expects that the 144 Sales will close on or about January 12, 2021
and that the Repurchases will close on or about January 15, 2021. After giving
effect to the 144 Sales and the Repurchases, Silver Lake and its affiliates will
collectively own approximately 30.3% of the Company's outstanding ordinary
shares.
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