UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): October 18, 2020

 

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Cayman Islands 001-38102 98-1013909

(State or other jurisdiction of incorporation)

incorporation)

(Commission File

Number)

(I.R.S. Employer

Identification Number)

 

c/o Maples Corporate Services Limited  
P.O. Box 309  
Ugland House KY1-1104
Grand Cayman Cayman Islands
(Address of principal executive offices) (Zip Code)

 

(510) 623-1231

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Ordinary shares, $0.03 par value per share SGH The Nasdaq Stock Market LLC(Nasdaq Global Select Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

Asset Purchase Agreement

 

On October18, 2020, SMART Global Holdings, Inc., a Cayman Islands exempted company (“SGH”) and Chili Acquisition, Inc., a wholly owned subsidiary of SGH (collectively with SGH, “SMART”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Cree, Inc., a North Carolina corporation (“Cree”). The transaction, which was approved by both SMART’s Board of Directors and Cree’s Board of Directors, is targeted to close in the next 90 to 120 days, subject to customary closing conditions and governmental approvals.

 

Pursuant to the Purchase Agreement, Cree will sell to SMART, and SMART will (i)purchase from Cree, (a) certain equipment, inventory, intellectual property rights, contracts, and real estate comprising Cree’s LED Products business, which consists of LED chips and LED components, (b) all of the issued and outstanding equity interests of Cree Huizhou Solid State Lighting Company Limited, a limited liability company organized under the laws of the People’s Republic of China and an indirect wholly owned subsidiary of Cree, and (c) Cree’s ownership interest in Cree Venture LED Company Limited, Cree’s joint venture with San’an Optoelectronics Co., Ltd. (collectively, the “LED Business”); and (ii) assume certain liabilities related to the LED Business (collectively (i) and (ii), the “Transaction”). Cree will retain certain assets used in and pre-closing liabilities associated with the LED Business.

 

The purchase price for the LED Business consists of (i) a payment of $50 million in cash, subject to customary adjustments, (ii) an unsecured promissory note issued to Cree by SGH in the amount of $125 million (the “Purchase Price Note”), (iii) the potential to receive an earn-out payment of up to $125 million based on the revenue and gross profit performance of the LED Business in the first four full fiscal quarters following the closing (the “Earnout Period”), also payable in the form of a unsecured promissory note of SGH (the “Earnout Note”), and (iv) the assumption of certain liabilities. The Purchase Price Note and the Earnout Note, if earned, will accrue interest at a rate of three-month LIBOR plus 3.0% with interest paid every three months and one bullet payment of principal and all accrued and unpaid interest will be payable on each note’s maturity date. The Purchase Price Note will mature on August 15, 2023, and the Earnout Note, if issued, will mature on the third anniversary of the completion of the Earnout Period.

 

In connection with the Transaction, Cree and SMART will also enter into certain ancillary and related agreements, including (i) an Intellectual Property Assignment and License Agreement, which will assign to SMART certain intellectual property owned by Cree and its affiliates and license to SMART certain additional intellectual property owned by Cree, (ii) a Transition Services Agreement, which is designed to ensure a smooth transition of the LED Business to SMART, (iii) a Wafer Supply and Fabrication Services Agreement, pursuant to which Cree will supply SMART with certain silicon carbide materials and fabrication services for four years, and (iv) a Real Estate License Agreement, which will allow SMART to use certain premises owned by Cree to conduct the LED Business for a period of up to 24 months after closing.

 

 

 

The Purchase Agreement contains customary representations, warranties and covenants, including covenants to cooperate in seeking regulatory approvals. The Purchase Agreement also requires each of Cree and SMART to indemnify the other party for certain damages that the indemnified party may suffer following the closing of the Transaction.

 

The completion of the Transaction is subject to the satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, including the receipt of governmental and regulatory consents and approvals and expiration of any mandatory waiting period related thereto, and other customary closing conditions. The Purchase Agreement provides for customary termination rights of the parties and also provides that, in the event the Purchase Agreement is terminated in connection with certain specified regulatory-related circumstances, SMART may be required to pay Cree a termination fee of $4 million.

 

Item 7.01Regulation FD Disclosure.

 

On October 19, 2020, SGH issued a press release announcing the execution of the Purchase Agreement. The press release is furnished as Exhibit 99.1 and incorporated by reference into Item 7.01 of this report.

 

In connection with the announcement of the Purchase Agreement, SGH intends to provide supplemental information regarding the Transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are furnished as Exhibit 99.2 and incorporated by reference into Item 7.01 of this report. 

 

The information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. Furthermore, the information in Item 7.01 of this report shall not be deemed incorporated by reference into the filings of SGH under the Securities Act of 1933, as amended.

 

Item 9.01Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No. Description of Exhibit
99.1 Press Release, dated October 19, 2020
99.2 Investor Presentation, dated October 19, 2020

 

Cautionary Statements Regarding Forward Looking Statements

 

This report contains forward-looking statements involving risks and uncertainties, both known and unknown, that may cause SMART’s actual results to differ materially from those indicated in the forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the anticipated benefits of the transaction, including future financial and operating performance. Actual results, including with respect to SMART’s ability to complete the transaction on time or at all and SMART’s ability to realize the expected benefits of the transaction, could differ materially from these forward looking statements due to a number of factors, including, but not limited to, risks associated with acquisitions generally, including the inability to obtain, or delays in obtaining, required regulatory approvals; the ability of the LED Business to generate the anticipated revenue and gross profit post-Transaction close; issues, delays or complications in completing the Transaction or in the transitioning the LED Business to a standalone business separate from Cree, Inc.; the ability of SMART to pay the notes used to finance the transaction; risks associated with integration or transition of the operations, assets, systems and personnel of the LED Business, each, as applicable within the term of the post-closing transition services agreement between SMART and Cree, or beyond, including incurring unanticipated costs to complete such activities; unfavorable reaction to the sale by customers, competitors, suppliers and employees; the risk that costs associated with the transaction will be greater than SMART expects; risks relating to the COVID-19 pandemic that might delay or otherwise impact SMART’s ability to complete the transaction or transition operations and employees as SMART anticipates; and other factors discussed in SMART’s filings with the Securities and Exchange Commission (SEC), including its report on Form 10-K for the fiscal year ended August 30, 2019, and subsequent reports filed with the SEC. These forward-looking statements represent SMART’s judgment as of the date hereof. Any forward-looking statements included in this report are as of the date made and SMART does not intend to update them if its views later change. These forward-looking statements should not be relied upon as representing SMART’s views as of any date subsequent to the date of this report.

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SMART Global Holdings, Inc.
       
       
  By:   /s/ Bruce Goldberg
      Bruce Goldberg
      Vice President, Chief Legal and Compliance Officer

 

Date: October 19, 2020

 

 

 

 

Exhibit 99.1

  

 

A picture containing logo

Description automatically generated 

 

SMART Global Holdings to Acquire Cree’s LED Business

 

Transformative Acquisition Significantly Advances Growth and Diversification Strategy

 

Builds on Leadership as Global Provider of Specialty Solutions with  

Entrance into Niche LED Lighting Markets

 

Expected to be Immediately Accretive to Non-GAAP EPS and Free Cash Flow

 

NEWARK, CA October 19, 2020 -- SMART Global Holdings, Inc. (Nasdaq: SGH) today announced that it has entered into a definitive agreement with Cree, Inc. (Nasdaq: CREE) to purchase the Cree LED Products business unit (“Cree LED”) for up to $300 million, including fixed upfront and deferred payments and contingent consideration.

 

SMART is a global leader in specialty solutions serving the electronics industry for over 30 years across the memory, computing, and storage markets. Cree LED comprises a broad portfolio of highly efficient LED chips and high-performance LED components and represents one of the strongest global brands in the LED business. Leveraging SMART’s comprehensive global platform and proven operational excellence, Cree LED will be well positioned to continue to deliver industry-leading LED products and solutions.

 

“As a leader in LED technology with a highly respected brand and expansive patent portfolio, Cree LED has a track record of delivering best-in-class solutions through well-established distribution and sales channels,” said Mark Adams, President & CEO of SMART Global Holdings. “The addition of Cree LED significantly advances our growth and diversification strategy. We see a meaningful opportunity to expand our business into specialty lighting and continue to drive value for our customers, employees, and shareholders. We are excited about this transformational transaction and look forward to welcoming the Cree LED team to the SMART family.”

 

“We are pleased to announce the sale of our LED Products business to SMART, which represents another key milestone in our transformational journey to create a pure-play global semiconductor powerhouse,” said Cree CEO Gregg Lowe. “This transaction uniquely positions Cree with a sharpened strategic focus to lead the industry transition from silicon to silicon carbide. SMART has a strong platform and a solid track record of successfully acquiring and integrating businesses with a focus on specialty solutions.”

 

Compelling Strategic and Financial Benefits

 

·Leading positions in compelling markets: Cree LED provides best-in-class, high-power technology to niche markets, within the large global LED lighting industry, including general lighting, specialty lighting, large-format video screens and outdoor and architectural lighting.

 

·Strong track record of innovation: With a highly focused R&D-centric strategy, Cree LED is a technology leader with more than 2,000 patents, offering a broad portfolio of specific, application-optimized solutions with notable expertise in high-power applications and color technology.

 

·Global customer and distribution network: With locations in the United States, China and Hong Kong, Cree LED serves over 1,000 customers through direct sales as well as a strong global distribution network.

 

 

 

 

·Broad strengths and added capabilities: Cree LED adds more than 2,000 colleagues to our workforce, including ~200 engineers, a strong leadership and general management team, as well as strength in R&D, sales and marketing, and extensive global channel management.

 

·Enhances financial profile and is expected to be immediately accretive: The transaction is expected to be immediately accretive to Gross Margin, Adjusted EBITDA, Non-GAAP EPS and Free Cash Flow, while providing greater consistency to overall earnings profile.

 

Mr. Adams continued, “We see meaningful upside opportunity at Cree LED as we leverage SMART’s proven operating system and believe that with renewed focus, strong operating discipline, transformative manufacturing expertise, and synergistic cost benefits, we will deliver significant shareholder value.”

 

Transaction Terms and Financing

 

Under the terms of the agreement, which has been approved by the boards of directors of both companies, SMART will make an initial cash payment of $50 million upon closing and an additional $125 million in a seller-financed note payable interest only until a balloon payment due in August 2023. Cree has the potential to receive an earn-out payment of up to $125 million based on the revenue and gross profit performance of Cree LED in the first full four quarters post-transaction close, payable in the form of a three-year seller note. The transaction is subject to required regulatory approvals and satisfaction of customary closing conditions. The seller-financed notes will accrue interest at an annual rate of LIBOR plus 3% payable quarterly.

 

Following the close of the transaction, which is expected to occur in the first calendar quarter of 2021, SMART expects to license and incorporate the Cree LED brand and trademarks into the SMART portfolio of businesses.

 

Advisors

 

Barclays is acting as financial advisor and O’Melveny & Myers is acting as legal advisor to SMART.

 

Conference Call and Webcast Information

 

SMART will also host a conference call to discuss the transaction. A live webcast and the accompanying presentation relating to the transaction will be available in the “Investors” section of SMART’s website at www.ir.smartm.com in advance of the conference call.

 

SMART Conference Call Information

Date:     October 19, 2020
Time:    8:30 am Eastern Time (ET)
Dial-in #:    (US toll-free) +1-866-487-6452  /  (International toll) +1 213-660-0710
Passcode:   3097954 
Webcast:   www.smartgh.com

 

A replay of the conference call will be accessible for one week following the call as follows:

Replay:  +1-855-859-2056 (US), or +1-404-537-3405 (International); Passcode: 3097954; or through the Investors section of the SMART website at www.smartgh.com

 

About SMART Global Holdings

 

The SMART lines of business are leading designers and manufacturers of electronic products focused on memory, computing and storage technology areas. SMART specializes in application specific product development and support for customers in enterprise, government and OEM sales channels. Customers rely on SMART as a strategic supplier with top tier customer service, product quality, and technical support with engineering, sales, manufacturing, supply chain and logistics capabilities worldwide. SMART targets customers in markets such as communications, storage, networking, mobile, industrial automation, industrial internet of things, government,

 

 

 

military, edge computing and high performance computing. SMART operates in three primary product areas: Specialty Memory products, Brazil products and Specialty Compute and Storage Solutions.

 

For more information about SMART Global Holdings business units, please refer to www.smartm.com.

 

Forward-Looking Statements

 

This release contains, and statements made during the above-referenced conference call or contained in our investor presentation will contain “forward-looking statements” including among other things, statements regarding future events and the future financial performance of SMART (including the business outlook for the next fiscal quarter) and statements regarding growth drivers in SMART’s industries and markets. These statements are only predictions and may differ materially from actual future events or results due to a variety of factors, including but not limited to: our inability to obtain or delays in obtaining all regulatory approvals and otherwise completing all steps required to close on the acquisition of Cree LED; issues, delays or complications in completing the acquisition of Cree LED or in the transitioning the carveout of Cree LED to a standalone business separate from Cree, Inc.; incurring unanticipated costs in completing the acquisition of Cree LED; the ability of Cree LED to generate anticipated revenue and profits post-transaction close; risks associated with integration or transition of the operations, assets, systems and personnel of Cree LED; unfavorable reaction to the sale by customers, competitors, suppliers and employees of Cree LED; risks relating to the COVID-19 pandemic that might delay or otherwise impact our ability to complete the transaction or transition operations and employees of Cree LED; business and economic conditions and growth trends in the technology industry, our customer markets and various geographic regions; global economic conditions and uncertainties in the geopolitical environment; disruptions in our operations or in global markets as a result of the outbreak of COVID-19; changes in trade regulations or adverse developments in international trade relations and agreements; changes in currency exchange rates; overall information technology spending; appropriations for government spending; the success of our strategic initiatives including additional investments in new products, additional capacity and acquisitions; the DRAM market and the temporary and volatile nature of pricing trends; deterioration in customer relationships; production or manufacturing difficulties; competitive factors; technological changes; difficulties with or delays in the introduction of new products; slowing or contraction of growth in the memory market in Brazil; reduction in or termination of incentives for local manufacturing in Brazil; changes to applicable tax regimes or rates; prices for the end products of our customers; fluctuations in material costs and availability; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; changes in the availability of supply of materials, components or memory products; the inability of Penguin Computing to obtain and retain security clearances to expand its government business; and other factors and risks detailed in SMART’s filings with the Securities and Exchange Commission. Such factors and risks as outlined above and in such filings may not constitute all factors and risks that could cause actual results of SMART to be materially different from the historical results and/or from any future results or outcomes expressed or implied by such forward-looking statements. SMART and its subsidiaries operate in a continually changing business environment and new factors emerge from time to time. SMART cannot predict such factors, nor can it assess the impact, if any, from such factors on SMART or its subsidiaries’ results. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Forward-looking statements should not be relied upon as a prediction of actual results. These forward-looking statements are made as of today, and SMART 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 press release, except as required by law.

 

Non-GAAP Information

 

Certain non-GAAP financial measures are contained in this press release or will be discussed on our conference call, including non-GAAP EPS and cash flow, non-GAAP gross profit, non-GAAP operating income, Adjusted EBITDA, non-GAAP net income, and non-GAAP net income per diluted share. We define Adjusted EBITDA as GAAP net income (loss) plus net interest expense, income tax expense, depreciation and amortization expense, share-based compensation expense, loss on extinguishment of debt/revolver, capped call mark to market (MTM) adjustment, restructuring expenses, integration expenses, COVID-19 expenses, acquisition-related expenses, gain on settlements and other infrequent or unusual items. Adjusted EBITDA is not a measure of financial performance calculated in accordance with U.S. GAAP and should be viewed as a supplement to, not a substitute for, our results of operations presented on the basis of U.S. GAAP. Adjusted EBITDA also does not purport to represent cash flow provided by, or used in, operating activities in accordance with U.S. GAAP and should not be used as a measure of liquidity.

 

 

 

The non-GAAP financial results presented herein or discussed on our conference call exclude share-based compensation expense, intangible amortization expense, loss on extinguishment of debt/revolver, capped call MTM adjustment, convertible debt original issue discount (OID) and fees, restructuring expenses, integration expenses, COVID-19 expenses, acquisition-related expenses, gain on settlements and other infrequent or unusual expenses, and with respect to non-GAAP diluted EPS, foreign currency gains (losses). These non-GAAP financial measures are provided to enhance the user’s overall understanding of our financial performance. By excluding these charges, as well as any related tax effects, our non-GAAP results provide information to management and investors that is useful in assessing SMART’s core operating performance and in evaluating and comparing our results of operations on a consistent basis from period to period. These non-GAAP financial measures are also used by management to evaluate financial results, to plan and forecast future periods, and to assess performance of certain executives for compensation purposes. The presentation of this additional information is not meant to be a substitute for the corresponding financial measures prepared in accordance with U.S. GAAP. In addition, these measures may not be used similarly by other companies and therefore may not be comparable between companies.

 

Contacts

 

Investor Relations 

Suzanne Schmidt

Investor Relations for SMART

+ 1 (510) 360-8596

ir@smartm.com

 

Media

Maureen O’Leary 

Sr Marcom/PR Manager
+1 (602) 330-6846
maureen.o’leary@smartm.com

 

 

 

 

 

 

 

 

 

Exhibit 99.2

  

 

OCTOBER 19, 2020 SMART to Acquire Cree LED Business

 

 

2 This presentation and oral communications made during the course of this presentation contain statements that constitute forward - looking statements. Many of these forward - looking statements can be identified by the use of forward - looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward - looking statements include, but are not limited to, statements regarding the Company’s intent, belief or current expectations. Forward - looking statements are based on management’s beliefs and assumptions and on information currently available to management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in forward - looking statements due to various factors, including, but not limited to, those relating to the following: our inability to obtain or delays in obtaining all regulatory approvals and otherwise completing all steps required to close on the acquisition of Cree LED; issues, delays or complications in completing the acquisition of Cree LED or in the transitioning the carveout of Cree LED to a standalone business separate from Cree, Inc.; incurring unanticipated costs in completing the acquisition of Cree LED; the ability of Cree LED to generate anticipated revenue and profits post - transaction close; risks associated with integration or transition of the operations, assets, systems and personnel of Cree LED; unfavorable reaction to the sale by customers, competitors, suppliers and employees of Cree LED; risks relating to the COVID - 19 pandemic that might delay or otherwise impact our ability to complete the transaction or transition operations and employees of Cree LED; business and economic conditions and growth trends in the technology industry, our customer markets and various geographic regions; global economic conditions and uncertainties in the geopolitical environment; disruptions in our operations or in global markets as a result of the outbreak of COVID - 19; trade regulations and relations; changes in currency exchange rates; overall information technology spending; appropriations for government spending; the success of our strategic initiatives including additional investments in new products, additional capacity and acquisitions; the DRAM market and the temporary and volatile nature of pricing trends; deterioration in customer relationships; production or manufacturing difficulties; competitive factors; technological changes; difficulties with or delays in the introduction of new products; slowing or contraction of growth in the memory market in Brazil; reduction in or termination of local content requirements in Brazil; changes to applicable tax regimes or rates; prices for the end products of our customers; fluctuations in material costs and availability; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; changes in the availability of supply of materials, components or memory products; the inability of Penguin Computing to obtain and retain security clearances to expand its government business; other factors that may affect the Company’s financial condition, liquidity and results of operations; and other risk factors discussed under the caption “Risk Factors” in our current filings with the SEC. ​ Such factors and risks as outlined above and in such filings may not constitute all factors and risks that could cause actual results of SMART to be materially different from the historical results and/or from any future results or outcomes expressed or implied by such forward - looking statements. SMART and its subsidiaries operate in a continually changing business environment and new factors emerge from time to time. SMART cannot predict such factors, nor can it assess the impact, if any, from such factors on SMART or its subsidiaries’ results. Accordingly, investors are cautioned not to place undue reliance on any forward - looking statements. Forward - looking statements should not be relied upon as a prediction of actual results. ​ Forward - looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events, except as otherwise required by the rules and regulations of the SEC. ​ Certain information included in this presentation was obtained from third parties and has not been independently verified by the Company. ​ This presentation also includes certain non - GAAP financial measures. These non - GAAP financial measures are in addition to, and not as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non - GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non - GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non - GAAP financial measures as tools for comparison. Forward - looking Statements

 

 

Cree LED Transaction Overview Mark Adams, President and CEO

 

 

4 Transaction overview Terms & Financing • Transaction valued at up to $300 million • Initial purchase price of $ 175M • $ 50M cash payment upon closing • $ 125M in a seller - financed note payable interest only with principle due August 2023 • Additional potential earnout of up to $ 125M Financial Benefits • Expected to be immediately accretive to Non - GAAP EPS and Free Cash Flow Timing • Expected to close in the first calendar quarter of 2021 Closing Considerations • Subject to customary closing conditions, including regulatory approvals

 

 

5 Compelling strategic and financial benefits Advances our growth and diversification strategy, while building on our leadership position as a global provider of specialty solutions Transforms our portfolio by adding a differentiated, design win business comprising a broad range of advanced LED technology solutions Adds new strengths and complements our existing capabilities A leading global brand with R&D - centric strategy, 2,000+ patents, strong general management and leadership talent and established sales and distribution channels Provides access to new market opportunities, including higher - margin niches Large $11 billion market with opportunity to gain share in general lighting and further expand into higher - value specialty areas Immediate financial benefits expected and strengthens overall financial profile Expected to be immediately accretive to Adjusted EBITDA, Gross Margin, Non - GAAP EPS and FCF while providing greater consistency to overall earnings profile Provides significant upside potential Clear path to revenue growth and margin expansion as we leverage our proven operating system to capture value 1 2 3 5 4

 

 

6 x Continued diversification strategy beyond Memory and Brazil Significant strategic step forward on diversifying our portfolio and enhancing our revenue streams 4% 34% 62% FY ‘18 Brazil Specialty Memory Specialty Compute & Storage Cree LED 18% 38% 44% FY ‘19 23% 42% 35% FY ‘20 17% 30% 25% 28% Pro Forma 1 1 Represents fiscal year ending August 28, 2020 for SMART and June 28,2020 for Cree LED

 

 

7 Our proven operating system is a sustainable competitive advantage… Proven Operating System IT Optimization Supply Chain/ Inventory Control Global Manufacturing Centers of Excellence (Finance / HR) Customer Relationship Management

 

 

8 …Resulting in a strong track record of successful acquisitions Invest in and Expand Existing Lines of Businesses Continue to Strengthen Operational and Management Teams Execute Accretive & Synergistic M&A SMART Global Holdings Strategy Date Jun 2018 Jul 2019 Jul 2019 Oct 2020 Strategic Benefit Benefits from shared infrastructure and the ability to leverage the products and capabilities of SMART into the emerging AI and ML markets, advanced modeling and high - performance computing Advanced engineering capabilities to further develop leading edge system - on - module and single board computer products for IoT applications Entry into embedded computing market Strengthened product offerings and high - reliability technologies in embedded computing requirements Diversifies revenue base and broadens SMART capabilities, including strong R&D and IP portfolio, expands global sales, marketing channels, customer base and talent force Selected Financial Results Improved Gross Margin by 400 bps in Year 1 Improved Gross Margin by ~570 bps in Year 1 Achieved 50% Revenue Growth YoY Significant opportunity to expand gross margins by leveraging our proven operating system Just Announced

 

 

9 Cree LED: A global leader in the LED lighting market Founded / HQ 1987 / Durham, NC Global Employees ~2,000 Facilities 3 (Durham, NC; Huizhou, China and Hong Kong) Customers 1,000+ IP 2,000+ global LED patents • #1 industry player in general lighting 1 • Provides LED chips and LED components; enables customers to develop and market LED - based products for high power lighting, video screens, automotive, and specialty lighting applications • LED Chips: Includes blue and green LED chips based on GaN and related materials • LED Components: Provides Xlamp LED components and LED modules designed for a broad range of market requirements including video, signage, illumination, transportation, gaming and specialty lighting LED Chips LED Components Combines highly efficient InGaN materials with proprietary SiC substrates to deliver high - intensity LEDs Includes a range of packaged LED products, from XLamp LED components and LED modules for lighting applications to high brightness LED components Key Products EZBright n - pad up Discrete XLamp GaN LEDs Arrays XLamp MB LEDs Integrated Arrays TR LEDs J Series Direct Attach Revenue Gross Profit Gross Profit Margin $433M $91M 21.0% FY’20 Key Financial Metrics 1 Source : e xternal third - party research

 

 

10 Large total addressable market opportunity 1 End Market 2019 Revenue Contribution Applications End Uses General Lighting 58% Space illumination or ambient effects, Tunnels, parking, garages, outdoor retail displays, roadway display and street illumination, area/stadium lighting Specialty Lighting 30% Tailored specifications to differentiate specialty spaces, Studios/stages, commercial landscaping fixtures, horticulture and architectural illumination Large Format Video Screens 11% Outdoor/indoor displays and signage, Score boards, retail displays, billboards, and game machines Automotive 1% Headlamps, turn indicators Light bars, spotlights, headlights, daytime running lamps, rear/brake lights, turning lights, interior lights 1 2019 – 2024; source: company data and external third - party research Macro Trends Support Market Share Opportunity Growing focus on sustainability and testing / safety Growing consumer conscientiousness of environmental impact, increased regulations on testing and safety, ongoing government rebates to encourage adoption TAM $11 billion 5 - year 1 CAGR of 4.5% Increasing development of IoT smart lighting systems Rise in next - gen smart illumination systems that enable data - driven light adjustment for optimal environment control

 

 

11 Significant opportunity to capture value as we execute our proven operating system Proven Operating System IT Optimization Supply Chain/ Inventory Control Global Manufacturing Centers of Excellence (Finance / HR) Customer Relationship Management Integration Imperatives Transition to outsourced production model driving significant gross margin improvement • Accelerate transition from silicon carbide to sapphire • Moving to capex - light foundry model with the shift to outsourcing production of LED chips Business rationalization to achieve additional cost synergies • Leveraging shared services platform to drive IT, HR and supply chain optimization • Expect to achieve $8 – 10 million in annualized cost savings within 24 months of transaction close Focused investment to gain share in value - added niche markets • Currently the #1 player in general lighting segment • Committed to focused investment with a strategy to gain share while scaling in niche, higher - margin areas, such as specialty lighting, video screens, as well as outdoor and architectural lighting

 

 

Cree LED Transaction Financial Overview Jack Pacheco, COO and CFO

 

 

13 Cree LED aligns with our acquisition framework… Leadership positions in high - value niches, attractive end markets and/or high - growth geographies, where we can differentiate through specialty products and solutions Ability to apply our proven operating system to drive greater growth, margin expansion and free cash flow generation Competitive advantage, including advanced technologies, Tier 1 customer relationships and/or strong IP position ​ Strategic Filters ​ Financial Criteria • Revenue Growth • Margin Expansion • Positive Free Cash Flow • Non - GAAP EPS Accretion in First Full Year Cree LED alignment with Strategic Filters and Financial Criteria

 

 

14 …And significantly enhances SMART’s financial profile FY 2020 Actuals (SMART Global Holdings) Year 1 Targets (12 months post close) Revenue $ 1.1B $ 1.5B – $ 1.6B Gross Margin 1 19.8% 200 – 400 bps improvement Operating Margin 1 7.5% 150 – 250 bps improvement EPS 1 $2.59 $4.00 – $4.25 FCF $ 55M $ 25M – 35M increase 1 Non - GAAP

 

 

Closing Comments Mark Adams, President and CEO

 

 

16 Invest with us as we continue to transform SMART Global Holdings Executing our growth and diversification strategy, while building on our leadership position as a global provider of specialty solutions Strong cash generation capability supports organic and inorganic expansion Successful acquisition track record enabled by disciplined approach and proven operating system Addition of Cree LED is expected to be immediately accretive, strengthens our overall financial profile and provides catalysts for upside value creation

 

 

Appendix

 

 

18 Non - GAAP to GAAP Reconciliation August 28, 2020 Reconciliation of gross profit: GAAP gross profit 216,396$ GAAP gross margin 19.3% Add: Share-based compensation included in cost of sales 3,022 Add: Intangible amortization included in cost of sales 2,588 Add: COVID-19 expenses 282 Non-GAAP gross profit 222,288$ Non-GAAP gross margin 19.8% Reconciliation of income from operations: GAAP income from operations 41,330$ GAAP operating margin 3.7% Add: Share-based compensation expense 18,716 Add: Amortization of intangible assets 13,654 Add: Acquisition-related expenses 946 Add: Integration/Restructuring expenses 9,072 Add: COVID-19 expenses 510 Non-GAAP income from operations 84,228$ Non-GAAP operating margin 7.5% Fiscal Year Ended August 28, 2020 GAAP net income (loss) (1,143)$ Adjustments to GAAP net income (loss): Share-based compensation 18,716 Amortization of intangible assets 13,654 Acquisition related expenses 946 Integration/Restructuring expenses 9,072 COVID-19 expenses 510 Extinguishment of term loan/revolver 6,822 Capped call MTM adjustment 7,719 Convertible debt discount OID and fees 4,385 Gain on settlement of indemnity claim (364) Goodwill tax credit 295 Foreign currency (gains)/losses 3,408 Tax effect of items excluded from non-GAAP results (340) Non-GAAP net income 63,680$ Shares used in computing earnings per share (diluted) 24,566 Non-GAAP earnings per share (diluted) 2.59$ GAAP earnings per share (diluted) (0.05)$ Reconciliation of net income (loss) and earnings per share (diluted): Fiscal Year Ended SMART Global Holdings. Inc. ( In thousands, except per share data)