Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.

Indenture and Notes



On January 18, 2023, SMART Global Holdings, Inc. (the "Company") entered into
separate, privately negotiated exchange agreements with a limited number of
holders of its 2.25% Convertible Senior Notes due 2026 (the "2026 Notes") to
exchange $150.0 million principal amount of the 2026 Notes for (i)
$150.0 million in aggregate principal amount of new 2.000% Convertible Senior
Notes due 2029 (the "2029 Notes") and (ii) an aggregate of approximately
$15.6 million in cash, with such cash payment representing the premium paid for
the 2026 Notes in excess of par value and accrued and unpaid interest on the
2026 Notes (collectively, the "Exchange Transactions"). The 2029 Notes were
issued pursuant to, and are governed by, an indenture (the "Indenture"), dated
as of January 23, 2023, between the Company and U.S. Bank Trust Company,
National Association, as trustee (the "Trustee").

The 2029 Notes bear interest at a rate of 2.000% per annum on the principal
amount thereof, payable semi-annually in arrears on February 1 and August 1 of
each year, beginning on August 1, 2023, to the noteholders of record of the 2029
Notes as of the close of business on the immediately preceding January 15 and
July 15, respectively. The 2029 Notes will mature on February 1, 2029 (the
"Maturity Date"), unless earlier converted, redeemed or repurchased. The 2029
Notes are convertible into cash or a combination of cash and the Company's
ordinary shares, $0.03 par value per share (the "ordinary shares"), at the
Company's election.

Holders may convert their 2029 Notes at their option in the following circumstances:

• during any fiscal quarter commencing after the fiscal quarter ending


             on May 26, 2023 (and only during such fiscal quarter), if the last
             reported sale price per ordinary share exceeds 130% of the conversion
             price for each of at least 20 trading days, whether or not
             consecutive, during the 30 consecutive trading days ending on, and
             including, the last trading day of the immediately preceding fiscal
             quarter;



         •   during the five consecutive business days immediately after any 10
             consecutive trading day period (such 10 consecutive trading day
             period, the "measurement period") in which the trading price per
             $1,000 principal amount of the 2029 Notes for each trading day of the
             measurement period was less than 98% of the product of the last
             reported sale price per ordinary share on such trading day and the
             conversion rate on such trading day;

• upon the occurrence of certain corporate events or distributions on


             the Company's ordinary shares, as provided in the Indenture;



  •   if the Company calls such 2029 Notes for redemption; and

• on or after August 1, 2028 until the close of business on the second


             scheduled trading day immediately before the Maturity Date.


The initial conversion rate of the 2029 Notes is 47.1059 ordinary shares per
$1,000 principal amount of the 2029 Notes, which represents an initial
conversion price of approximately $21.23 per ordinary share. The conversion rate
is subject to adjustment upon the occurrence of certain specified events as set
forth in the Indenture. The Company will have the right to elect to settle
conversions either in ordinary shares or in a combination of cash and ordinary
shares. However, upon conversion of any 2029 Notes, the conversion value, which
will be determined over an "observation period" (as defined in the Indenture)
consisting of 40 trading days, will be paid in cash up to at least the principal
amount of the 2029 Notes being converted.

Upon the occurrence of a "make-whole fundamental change" (as defined in the Indenture), the Company will in certain circumstances increase the conversion rate for a specified period of time.



In addition, upon the occurrence of a "fundamental change" (as defined in the
Indenture), holders of the 2029 Notes may require the Company to repurchase
their 2029 Notes at a cash repurchase price equal to the principal amount of the
2029 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but
excluding, the fundamental change repurchase date. The definition of fundamental
change includes certain business combination transactions involving the Company
and certain de-listing events with respect to the Company's ordinary shares.

The Company may redeem the 2029 Notes, in whole or in part, at its option at any
time, and from time to time, on or after February 6, 2026 and on or before the
40th scheduled trading day immediately before the Maturity Date, at a cash
redemption price equal to the principal amount of the 2029 Notes to be redeemed,
plus accrued and unpaid interest, if any, but only if the last reported sale
price per ordinary share exceeds 130% of the conversion price on (i) each of at
least 20 trading days, whether or not consecutive, during the 30 consecutive
trading days ending on, and including, the trading day immediately before the
related redemption notice date; and (ii) the trading day immediately before the
date the Company sends such notice. In addition, the Company will have the right
to redeem all, but not less than all, of the 2029 Notes if certain changes in
tax law occur. In addition, calling any Note for redemption will constitute a
make-whole fundamental change with respect to that Note, in which case the
conversion rate applicable to the conversion of that Note will be increased in
certain circumstances if it is converted after it is called for redemption. No
sinking fund is provided for the 2029 Notes.

The Indenture includes customary terms and covenants, including certain events
of default. The events of default, as set forth in the Indenture, include:
(i) default by the Company in the payment when due (whether at maturity, upon
redemption or repurchase upon fundamental change or otherwise) of the principal
of, or the redemption price or fundamental change repurchase price for, any
Note, (ii) default by the Company for 30 consecutive days in the payment when
due of interest on any Note, (iii) failure by the Company to deliver, when
required by the Indenture, a fundamental change notice, if such failure is not
cured within five business days after its occurrence, or a notice of certain
corporate events as provided in the Indenture, (iv) default by the Company in
its obligations to convert a Note in accordance with the Indenture upon the
exercise of the conversion right with respect thereto, if such default is not
cured within three business days after its occurrence, (v) default by the
Company in its obligations under the Indenture in respect of certain
consolidation, merger and asset sale transactions, (vi) default by the Company
in its other obligations or agreements under the Indenture or the 2029 Notes if
such default is not cured or waived within 60 days after notice is given in
accordance with the Indenture, (vii) certain defaults by the Company or any of
its subsidiaries with respect to indebtedness for borrowed money of at least
$50,000,000 (or its foreign currency equivalent), (viii) entry of judgments
. . .

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet


           Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.




The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The 2029 Notes were issued in reliance upon Section 4(a)(2) of
the Securities Act (the "Securities Act"), in transactions not involving any
public offering to qualified institutional buyers pursuant to Rule 144A under
the Securities Act and institutional accredited investors (within the meaning of
Rule 501 under the Securities Act). Any ordinary shares that may be issued upon
conversion of the 2029 Notes will be issued in reliance upon Section 3(a)(9) of
the Securities Act as involving an exchange by the Company exclusively with its
security holders. Initially, a maximum of 9,009,000 ordinary shares of the
Company may be issued upon conversion of the 2029 Notes, based on the initial
maximum conversion rate of 60.0600 ordinary shares per $1,000 principal amount
of the 2029 Notes, which is subject to customary anti-dilution adjustment
provisions.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

Exhibit 4.1 Indenture, dated as of January 23, 2023, between SMART Global Holdings, Inc. and U.S. Bank Trust


                 Company, National Association, as Trustee.

Exhibit 4.2 Form of certificate representing the 2.000% Convertible Senior Notes due 2029 (included as


                 Exhibit A to Exhibit 4.1).

Exhibit 10.1       Form of confirmation for the Capped Call Transactions.

Exhibit 104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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