SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: SMART Global Holdings, Inc. (Note: Input metadata referenced "Penguin Solutions, Inc.", but the filing text identifies the registrant as SMART Global Holdings, Inc.)
Date of Report: October 17, 2017
Reporting Period: Current report filed for the event date of October 17, 2017.
Context: The Company, a Cayman Islands exempted company, entered into an amendment to its Amended and Restated Investors Shareholders Agreement with four principal shareholders (collectively, the "Silver Lake Investors").
Key Financial Metrics
This filing is a Form 8-K reporting a material definitive agreement. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
The primary material change is the execution of "Amendment No. 3" to the Investors Shareholders Agreement. Key modifications include:
- Exemption of certain transfers for key management investors (including the CEO, SVP/CSO, and VP/CLO) to satisfy tax withholding requirements.
- Exemption of transfers made in a registered underwritten offering if one or more Silver Lake Investors participate.
- Modification of trading restrictions applicable to key management investors.
- Changes to the method of calculating transfer caps for key management investors.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the description of the Amendment is not complete and is qualified by reference to the full text filed as Exhibit 4.1.
Outlook/Guidance: No financial guidance or business outlook is provided in this filing.
Risks/Contingencies: No specific risks or contingencies are detailed in the text of this report, other than the standard legal qualification regarding the summary of the agreement.
Key Facts for Investor Verification
- Verify the full text of "Amendment No. 3 to Investors Shareholders Agreement" filed as Exhibit 4.1 to understand the complete scope of transfer exemptions and trading restriction changes.
- Confirm the specific identities of the "Silver Lake Investors" and their affiliation with Company directors as noted in the filing.
- Note that this filing does not impact the Company's financial position or results of operations directly, but alters shareholder rights and transferability of shares for management.