SGH Completes Acquisition of Stratus Technologies – Wire19
Expanding innovative computing solutions from the Edge to the Core towards the Cloud
MILPITAS, Calif. –(BUSINESS WIRE)– $SGH #EdgeComputing — SMART Global Holdings, Inc. (“SGH” or the “Company”) (Nasdaq: SGH ) today announced that it has completed its previously announced acquisition of Stratus Systems (“Stratus”), a global leader in simplified, protected, and autonomous computing solutions in the particular data center and at the Edge.
“We are excited to welcome the particular global team members at Stratus to our SGH family. We see significant opportunity to expand our portfolio of innovative computing options and services with the combination of Stratus and our own Intelligent Platform Solutions group, ” said Mark Adams, president and CEO of SGH. “This transaction is yet another milestone inside our transformational journey and provides a platform of growth for the customers, partners, employees, plus shareholders. ”
Stratus will operate within SGH’s Intelligent Platform Solutions (IPS) business group. With its high-availability compute platforms, unique service offerings, and broad Fortune 100 customer base, Stratus complements the current IPS profile focused on HPC, AI, Edge, plus IoT technologies. Together, they will support industry demand for Edge, Core, and Cloud solutions that benefit customers worldwide and unlock additional development for SGH.
Stratus will continue to be led by Dave Laurello, who has been president and CEO of Stratus since 2000, and will now also serve as SGH’s SVP associated with Corporate Development. In this new combined role, Dave will work closely with SGH’s CEO, Mark Adams, plus the chief executive of IPS, Thierry Pellegrino.
As formerly announced, the purchase price payable at the closing of the transaction was $225 million, subject in order to customary working capital and other adjustments. Also, SGH will be obligated to pay contingent consideration (if any) of up to $50 mil based on the gross profit performance of the particular Stratus company during the first full 12 fiscal months of Stratus following the closing. The transaction is expected to end up being immediately accretive to non-GAAP gross margin, non-GAAP EPS and free cash flow.
SGH will provide an update on the Stratus acquisition during its next quarterly earnings call, which may be held in October for the company’s fourth quarter plus fiscal 2022 financial results. Details on the particular schedule and dial-in information for the webcast will be released at a later date.
$300M Incremental Term Loan
On August 29, 2022, SGH completed a good incremental amendment (the “Incremental Amendment”) in order to its existing credit agreement, dated as of February 7, 2022, with the lenders party thereto plus Citizens Bank, N. A., as administrative agent, collateral agent and an issuing bank (as amended simply by the Pregressive Amendment, the particular “Amended Credit Agreement”). The Incremental Amendment provides for, among other things, incremental term loans under the Amended Credit Agreement in an aggregate amount of $300 million, with the same terms as the term loans incurred underneath the original credit agreement (the “Incremental Term Loans”).
Substantially simultaneously along with entering into the Gradual Amendment, the borrowers applied a portion of the proceeds of the particular Incremental Phrase Loans to (i) finance some associated with the closing purchase price for Stratus and (ii) pay in full the amount of $101. 8 million outstanding under that certain Promissory Note, dated as of June 24, 2022, between CreeLED, Inc. and Wolfspeed, Inc.
The particular Amended Credit score Agreement matures on Feb 7, 2027. Loan interest will be based on a Total Leverage Ratio grid and will initially bear interest at the Expression Secured Overnight Financing Rate (“SOFR”) plus 2. 00% in accordance with SGH’s existing pricing grid in the closing from the acquisition.
For leaders digitally transforming their operations to drive predictable, peak performance with minimal risk, Stratus ensures the continuous availability of business-critical applications by delivering zero-touch Advantage Computing systems that are simple to deploy and maintain, protected from interruptions plus threats, and autonomous. With regard to 40 years, Stratus has provided reliable and redundant zero-touch processing, enabling global Fortune 500 companies plus small-to-medium sized businesses in order to securely and remotely turn data in to actionable intelligence on the Edge, Cloud plus Data Center – driving uptime and efficiency.
Regarding more info, please visit https://www.stratus.com/ .
At SGH, our companies are united by a drive to raise the bar, execute with discipline and focus on what’s next for that technologies that support plus advance the world. Across computing, memory, and LED lighting solutions, we build long-term strategic partnerships with our own customers. Backed by a proven leadership team, we operate with excellence around the globe while unlocking new avenues associated with growth with regard to our business and industry.
Learn more about us at SGHcorp. com .
Use of Forward-Looking Statements
This press release contains “forward-looking statements, ” including, and a lot more, claims regarding future events plus the future financial overall performance of SGH and Stratus and statements regarding growth drivers within SGH’s and Stratus’ industries and markets. These forward-looking statements are based on current expectations and preliminary assumptions which are subject to factors plus uncertainties that will could cause actual results to differ materially from those described in these forward-looking claims. These forward-looking statements are usually subject in order to a number of risks, uncertainties and other factors, many associated with which are outside SGH’s control, including, among others: incurring unanticipated costs in completing the purchase of Stratus; the ability of Stratus to generate anticipated revenue and profits post-transaction close; unforeseen issues, risks plus costs associated with the particular integration of Stratus directly into the SGH group or transition of the operations, assets, systems and personnel associated with Stratus; unfavorable reaction to the transaction by competitors, customers, suppliers, employees plus other company partners of Stratus and SGH; worldwide business plus economic conditions and development trends in technology sectors, SGH’s or even Stratus’ client markets and various geographic regions; uncertainties in the geopolitical environment; disruptions in SGH’s or Stratus’ operations or SGH’s or Stratus’ supply chain as a result of COVID-19 pandemic or even otherwise; changes in trade regulations or adverse developments in international trade relations and agreements; changes within currency exchange rates; overall information technology spending; appropriations regarding government investing; the success of SGH’s or Stratus’ strategic initiatives, including additional investments inside new products plus additional capacity; acquisitions associated with companies or even technologies, the particular failure in order to successfully integrate and run them, or customers’ negative reactions to them; limitations upon or changes in the availability of supply of materials and components; fluctuations in material expenses; the temporary or volatile nature associated with pricing trends in memory or elsewhere; deterioration in customer relationships; production or even manufacturing difficulties; competitive aspects; technological modifications; difficulties with or delays inside the introduction of brand new products; slowing or contraction of growth in the memory space market within Brazil; reduction in or even termination of incentives intended for local manufacturing in Brazil; changes to applicable tax regimes or rates; prices for the end products of SGH’s or Stratus’ customers; strikes or labor disputes; deterioration in or even loss of relationships with any of SGH’s or Stratus’ limited number of key vendors; the inability to maintain or expand government business; and other elements and dangers detailed in SGH’s filings with the particular U. S. Securities plus Exchange Commission, which include SGH’s most recent reports on Form 10-K and Form 10-Q, including SGH’s future filings. Such factors and risks as outlined above plus in such filings do not constitute all factors and risks that could cause actual results associated with SGH in order to be materially different through SGH’s forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any kind of forward-looking statements. These forward-looking statements are made as of today, plus SGH does not intend, and has no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this particular pr release, except as required by law.
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