Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Market Information for Ordinary Shares
Our ordinary shares are listed on the Nasdaq Global Select Market under the trading symbol “SGH.”
Holders of Record
As of October 8, 2021 there were 62 registered holders of record of our ordinary shares (not including beneficial holders of our ordinary shares held in street name).
Dividends
We have not paid any cash dividends on our ordinary shares, and we do not currently intend to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain all available funds and future earnings to support operations and to finance the growth and development of our business. Any future determination to pay dividends will be made at the discretion of our board of directors subject to applicable laws and will depend on, among other factors, our results of operations, financial condition, contractual restrictions and capital requirements. Our ability in the future to pay cash dividends on our ordinary shares may also be limited by the terms of future debt, preferred securities or credit facilities.
Issuer Purchases of Equity Securities
On January 7, 2021, we agreed to repurchase an aggregate of 1,100,000 of our ordinary shares, $0.03 par value per share, from Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P. at a purchase price of $40.30 per share for aggregate consideration of $44.3 million, in a privately negotiated transaction. The transaction closed on January 15, 2021.
Ordinary shares withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity awards are also treated as common share repurchases. Those withheld shares are not required to be disclosed under Item 703 of Regulation S-K and accordingly are excluded from the description above.
Amended Credit Agreement
We are subject to certain restrictions with respect to the use of our working capital and our ability to pay dividends under our Amended Credit Agreement, as described in “Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Debt.”
Share Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
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The following graph illustrates a comparison of cumulative total returns for our ordinary shares , the Nasdaq Composite Index, the Philadelphia Semiconductor Index and the Russell 2000 Index from May 24, 2017 (the day our ordinary shares began trading on the N asdaq Global Select Market) through August 31, 2021. We operate on a 52 or 53 week fiscal year which ends on the last Friday in August. As a result, the last day of our fiscal year varies. For consistent presentation and comparison to the industry indices shown herein, we have calculated our s hare performance graph assuming as of August 31 for each year.
Note: Management cautions that the share price performance information shown in the graph above may not be indicative of current share price levels or future share price performance.
The share performance graph assumes $100 was invested on May 24, 2017. Any dividends paid during the period presented were assumed to be reinvested. The performance was plotted using the following data:
As of
May 24,
2017
Aug 31,
2017
Aug 31,
2018
Aug 31,
2019
Aug 31,
2020
Aug 31,
2021
SMART Global Holdings, Inc.
$
100
$
181
$
300
$
258
$
229
$
441
Nasdaq Composite Index
100
105
133
132
198
258
Philadelphia Semiconductor Index
100
104
133
146
223
342
Russell 2000 Index
100
101
128
109
118
175
Item 6. [Reserved]
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