SGH private exchange offers

Davis Polk advised the financial adviser to SMART Global Holdings, Inc. (SGH), in connection with SGH’s private exchange of $150 million aggregate principal amount of its outstanding 2.25% convertible senior notes due 2026 for $150 million aggregate principal amount of newly issued 2.000% convertible senior notes due 2029 and an aggregate of approximately $15.6 million in cash. In connection with the exchange transactions, SGH also agreed to repurchase approximately 325,000 of its outstanding ordinary shares for approximately $5.4 million. Also, in connection with the exchange transactions, SGH entered into agreements with existing option counterparties to terminate a portion of their existing capped call transactions in a notional amount corresponding to the amount of existing notes that that were exchanged. In connection with the pricing of the new notes, SGH entered into new privately negotiated capped call transactions with certain financial institutions.

SGH’s companies are united by a drive to raise the bar, execute with discipline and focus on what’s next for the technologies that support and advance the world. Across computing, memory and LED lighting solutions, SGH builds long-term strategic partnerships with its customers.

The Davis Polk corporate team included partner Alan F. Denenberg and counsel Jason Bassetti. The equity derivatives team included partner Mark M. Mendez, counsel Justin Michael and associate Danielle Forni. Partner Lucy W. Farr and associate Tyler Scheiner provided tax advice. Members of the Davis Polk team are based in the Northern California and New York offices.