Latham & Watkins represented SGH in the transaction while Sidley advised SMART Global Holdings.
SMART Global Holdings, Inc. (SGH) (Nasdaq: SGH) has entered into a definitive agreement with affiliates of Siris Capital Group, LLC, to acquire Stratus Technologies (Stratus), a global leader in simplified, protected, and autonomous computing solutions in the data center and at the Edge. Under the terms of the agreement, SGH will pay US$225 million in cash at closing and an earn-out payment of up to US$50 million, based on the gross profit performance of the Stratus business during the first full 12 fiscal months of Stratus following the closing.
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 Edge Computing platforms that are simple to deploy and maintain, protected from interruptions and threats, and autonomous.
At SGH, their companies are united by a drive to raise the bar, execute with discipline and focus on what’s next for the technologies that support and advance the world. Across computing, memory, and LED lighting solutions, they build long-term strategic partnerships with their customers.
Siris is a leading private equity firm that invests primarily in mature technology and telecommunications companies with mission-critical products and services, facing industry changes or other significant transitions.
Moelis & Company LLC acted as financial advisor to SGH.
Latham & Watkins represented SGH in the transaction with a corporate deal team led by Bay Area partners Mark Bekheit and Bret Stancil, with Austin associates Rachel Ratcliffe, Dustin Davis, and Brian Golde. Advice was also provided on benefits and compensation matters by Bay Area partner Jay Metz, with associates James Robinson and Niveda Anandan; on labor and employment matters by Chicago partner Nineveh Alkhas and Tokyo partner Hiroki Kobayashi; on intellectual property matters by Bay Area partner Anthony Klein and Bay Area counsel Arielle Singh, with associates Ryan Sanders and Tyler Israel; on tax matters by Bay Area partner Grace Lee, with associate Gregory Conyers; on data privacy matters by Bay Area partner Robert Blamires and Washington, D.C. partner Tony Kim, with associates Adriana Beach, George Evans, Austin Anderson, Jane Bentham, and Bianca Lee; on insurance matters by Los Angeles partner Drew Levin, with associate Harrison White; on antitrust matters by Bay Area partner Kelly Fayne, with associate William Kirton; and on FCPA and trade controls matters by Washington, D.C. partner Erin Brown Jones, with associate Lauren McGuire.
The Sidley deal team was led by Vijay Sekhon and Dan Clivner.
Involved fees earner: Nineveh Alkhas – Latham & Watkins; Niveda Anandan – Latham & Watkins; Austin Anderson – Latham & Watkins; Adriana Beach – Latham & Watkins; Mark Bekheit – Latham & Watkins; Jane Bentham – Latham & Watkins; Robert Blamires – Latham & Watkins; Erin Brown Jones – Latham & Watkins; Gregory Conyers – Latham & Watkins; Dustin Davis – Latham & Watkins; Brian Golde – Latham & Watkins; Tyler Israel – Latham & Watkins; Antony Kim – Latham & Watkins; William Kirton – Latham & Watkins; Anthony Klein – Latham & Watkins; Hiroki Kobayashi – Latham & Watkins; Grace Lee – Latham & Watkins; Bianca Lee – Latham & Watkins; Drew Levin – Latham & Watkins; Lauren McGuire – Latham & Watkins; James Metz – Latham & Watkins; Rachel Ratcliffe – Latham & Watkins; James Robinson – Latham & Watkins; Ryan Sanders – Latham & Watkins; Arielle Singh – Latham & Watkins; Kelly Smith Fayne – Latham & Watkins; Bret Stancil – Latham & Watkins; Harrison White – Latham & Watkins; Dan Clivner – Sidley Austin LLP; Vijay Sekhon – Sidley Austin LLP;