11 unchanged sentences
SMART EC Acquisition
−Removed: In connection with the SMART EC acquisition as described in Item 15, Consolidated Financial Statements, Note 2, the seller is entitled to earn-out payments of up to $10 million based on achievement of specific gross revenue levels through December 31, 2019 plus additional earn-out payments of $0.10 for each dollar of gross revenue through December 31, 2019 over an agreed upon achievement level.
−Removed: The earn-out is payable, at our option, in either cash or in the ordinary shares of SMART Global Holdings, Inc., par value $0.03 per share, the Shares, with each of the Shares to be valued at the volume weighted average daily price of the Shares as traded on the Nasdaq Global Select Market and reported on Bloomberg, measured over the ten trading-day period of such Shares immediately preceding and ended December 30, 2019.
+Added: In connection with the SMART EC acquisition as described in Item 15, Consolidated Financial Statements, Note 2, the seller was entitled to earn-out payments of up to $10 million based on achievement of specific gross revenue levels through December 31, 2019 plus additional earn-out payments of $0.10 for each dollar of gross revenue through December 31, 2019 over an agreed upon achievement level.
+Added: The earn-out would have been payable, at our option, in either cash or in the ordinary shares of SMART Global Holdings, Inc., par value $0.03 per share, the Shares, with each of the Shares to be valued at the volume weighted average daily price of the Shares as traded on the Nasdaq Global Select Market and reported on Bloomberg, measured over the ten trading-day period of such Shares immediately preceding and ended December 30, 2019.
In the event that any earn-out is achieved and we elect to pay the earn-out consideration in Shares, then, pursuant to the Artesyn SPA, we will use our reasonable best efforts to (i) cause a registration statement on Form S-3 to be filed with the U.S.
Securities and Exchange Commission on or before the forty-fifth day following the earn-out determination date with respect to the resale of such Shares by the seller and (ii) cause such registration statement to become effective and to remain effective until the first to occur of (A) such time that all such Shares have been sold by seller and (B) the first anniversary of the date of such effectiveness.
−Removed: In the event that any earn-out is achieved and we elect to pay the earn-out consideration in Shares, then such Shares will be issued in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D promulgated thereunder.
−Removed: We did not engage in any form of general solicitation or general advertising in connection with the transaction to acquire AEC.
−Removed: Seller also represented that it was an “accredited investor” as defined in the Securities Act, and that it would be acquiring the Shares for its own account and not for distribution.
−Removed: All Shares issued in this transaction will have a legend stating that these Shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.
−Removed: This exemption is based on certain representations, warranties, agreements, and covenants contained in the Artesyn SPA.
+Added: No earn out was achieved and therefore no shares were issued.
SMART Wireless Acquisition
In connection with the acquisition of SMART Wireless, as described in Item 15, Consolidated Financial Statements, Note 2, SMART Global Holdings, Inc., issued 382,788 Shares as part of the merger consideration and retained as security for the sellers’ indemnification obligations as well as any post-closing adjustments to the purchase price (the Holdback), $0.7 million in cash and 67,550 in Shares .
−Removed: The Shares issued and to be issued in connection with this transaction are also subject to a lock-up period, pursuant to which the Shares may not be sold by for one year following the closing date of July 9, 2019.
−Removed: All of the Shares issued in the SMART Wireless transaction were issued in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D promulgated thereunder.
+Added: The Shares issued in connection with this transaction were also subject to a lock-up period, pursuant to which the Shares could not be sold for one year following the closing date of July 9, 2019.
+Added: The lock-up has now expired and the 67.550 shares retained as security for the seller’s indemnification obligations as well as any post-closing adjustments to the purchase price, have been released.
+Added: All of the Shares issued in the SMART Wireless t ransaction were issued in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D promulgated thereunder.
SMART Global Holdings, Inc.
−Removed: did not engage in any form of general solicitation or general advertising in connection with the Inforce transaction.
−Removed: Each of the Inforce shareholders receiving Shares also represented that it was an “accredited investor” as defined in the Securities Act and that it was acquiring such securities for its own account and not for distribution.
−Removed: All Shares issued in this transaction have a legend stating that these Shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.
−Removed: This exemption is based on certain representations, warranties, agreements, and covenants contained in the merger agreement entered into in connection with this transaction.
+Added: did not engage in any form of general solicitation or general advertising in connection with the Inforce t ransaction.
+Added: Each of the Inforce s hareholder s receiving Shares also represented that it was an “accredited investor” as defined in the Securities Act and that it was acquiring such securities for its own account and not for distribution.
+Added: All Shares issued in this transaction have a legend stating that the se S hares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.
+Added: This exemption is based on certain representations, warrant ie s, agreements, and covenants co ntained in the merger agreement entered into in connection with this transaction.
Stock Performance Graph
17 unchanged sentences
Selling, general, and administrative (1) (2)
+Added: Restructuring charge
Change in estimated fair value of acquisition-
1 unchanged sentence
Management advisory fees
−Removed: Restructuring charge
Total operating expenses
−Removed: Income (loss) from operations
+Added: Income from operations
Interest expense, net
22 unchanged sentences
Days payable outstanding (DPO) (5)
−Removed: We define Adjusted EBITDA as our net income (loss) plus net interest expense, income tax expense, depreciation and amortization expense, share-based compensation, acquisition-related expenses, restructuring charges, amortization of non-cash debt discount related to warrants, non-cash charges in connection with refinancing, and other infrequent or unusual items.
+Added: We define Adjusted EBITDA as our net income (loss) plus net interest expense, income tax expense, depreciation and amortization expense, share-based compensation, acquisition-related expenses, integration/restructuring charges and other infrequent or unusual items.
We have provided a reconciliation below of Adjusted EBITDA to net income (loss), the most directly comparable U.S.
19 unchanged sentences
Provision for income tax
+Added: Integration / Restructuring expenses
+Added: COVID-19 expenses
+Added: Capped calls MTM adjustment*
+Added: Gain on settlement of indemnity claim
+Added: Extinguishment of term loan / revolver**
Acquisition-related expenses***
Contingent consideration fair value
+Added: adjustment***
Purchase accounting adjustment***
1 unchanged sentence
S-1 related costs
−Removed: Loss on extinguishment of debt**
Loss on early repayment of debt****
2 unchanged sentences
Investment advisory fees
−Removed: Restructuring
Obsolete inventory related to restructuring
2 unchanged sentences
Misappropriated product shipment
−Removed: Write-off of public offering expenses
−Removed: In-process research and development charge
−Removed: Storage sale-related legal costs
−Removed: Insurance settlement related to a fiscal 2013
Adjusted EBITDA
+Added: Mark-to Market Adjustment for Capped Calls related to the convertible note.
+Added: Primarily consists of $6.6 million loss on extinguishment of Term Loan in February 2020, $15.2 million loss on extinguishment of long-term debt for principal payment of $151.0 million in August 2017 and a $1.4 million loss on a February 2017 extinguishment.
Amounts in fiscal 2020, 2019 and 2018 related to acquisitions of SMART EC and SMART Wireless (July 2019) and Penguin Computing (June 2018).
−Removed: Consists of $15.2 million loss on extinguishment of long-term debt for principal payment of $151.0 million in August 2017 and a $1.4 million loss on a February 2017 extinguishment.
Loss on early payment of term loan for principal amount of $61.1 million in June 2017 related to the IPO.
15 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.