Penguin Solutions, Inc. (PENG): M&A transaction — SGH completes sale of 81% of SMART Brazil to Lexar Europe for $205M EV; receives $140M upfront

Penguin Solutions, Inc.

Completed sale of 81% of SMART Brazil to Lexar Europe (affiliate of Longsys) for $205M enterprise value; received ~$140M upfront cash net of adjustments and withholding tax.
Deferred cash payment of ~$28M (81% of $35M) due 18 months after closing; SGH retains a 19% interest in SMART Brazil.
Put/call option for remaining 19% stake exercisable in three windows (2027-2029) at 7.5x SMART Brazil's fiscal year net income.
Advisors: Banco Itaú BBA (financial) and Latham & Watkins (legal) for SGH.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Penguin Solutions, Inc. completed a disposition involving Lexar Europe B.V. for total enterprise value of $205 million (closed 2023-11-29).

Action: disposition
Counterparty: Lexar Europe B.V.
Consideration: total enterprise value of $205 million
Closing: 2023-11-29

Exact text from the filing

Brazil (the “ Retained Interest ”) (the “ Divestiture ”). At the closing of the Divestiture (the “ Closing ”), Purchaser paid to Seller (based on a total enterprise value of $205 million for SMART Brazil) an upfront cash purchase price of approximately $140 million, which amount reflects certain customary adjustments and estimated withholding tax due in

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Source: SEC EDGAR

accession 0001193125-23-285726

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