{"success":true,"data":{"pressRelease":{"id":"87067","rtpr_id":"nBwRRbjga","ticker":"PENG","exchange":"NASDAQ","all_tickers":["PENG"],"title":"Penguin Solutions Announces Proposed Private Offering of Convertible Notes and Refinancing to Enhance Capital Structure","author":"Business Wire","published_at":"2026-07-13T21:20:00.078Z","article_body":"Penguin Solutions Announces Proposed Private Offering of Convertible Notes and\nRefinancing to Enhance Capital Structure\n\nPenguin Solutions, Inc. (“Penguin,” “we” or the “Company”)\n(Nasdaq: PENG) today announced it intends to offer $650.0 million in aggregate\nprincipal amount of convertible senior notes due 2031 (the “Notes”) to\nqualified institutional buyers as defined in Rule 144A under the Securities\nAct of 1933, as amended (the “Securities Act”), subject to market and\nother conditions. Concurrently with the offering, the Company expects to enter\ninto privately negotiated exchanges of a portion of certain existing\nconvertible senior notes due 2029 and 2030. The Company also expects to grant\nto the initial purchasers of the Notes an option to purchase, for settlement\nwithin a period of 13 days from, and including, the date the Notes are first\nissued, up to an additional $100.0 million aggregate principal amount of\nNotes.\n\nThe Notes will be senior, unsecured obligations of the Company and will accrue\ninterest payable semi-annually in arrears. The Notes will mature on August 1,\n2031, unless earlier converted, redeemed or repurchased. Prior to May 1, 2031,\nthe Notes will be convertible at the option of the holders only upon\nsatisfaction of certain conditions and during certain periods. On or after May\n1, 2031, the Notes will be convertible at the option of the holders at any\ntime prior to the close of business on the second scheduled trading day\nimmediately before the maturity date. The Company will settle conversions by\npaying or delivering, as applicable, cash and, if applicable, shares of its\ncommon stock, based on the applicable conversion rate(s).\n\nThe Notes will be redeemable, in whole or in part, for cash at Penguin’s\noption at any time, and from time to time, on or after August 6, 2029, and on\nor before the 31st scheduled trading day immediately before the maturity date,\nbut only if the last reported sale price per share of common stock of the\nCompany exceeds 130% of the conversion price for a specified period of time\nand certain other conditions are satisfied. The redemption price will be equal\nto the principal amount of the Notes to be redeemed, plus accrued and unpaid\ninterest, if any, to, but excluding, the redemption date.\n\nIf certain corporate events that constitute a “fundamental change” occur,\nthen, subject to a limited exception, noteholders may require Penguin to\nrepurchase their Notes for cash. The repurchase price will be equal to the\nprincipal amount of the Notes to be repurchased, plus accrued and unpaid\ninterest, if any, to, but excluding, the applicable repurchase date.\n\nPenguin expects to use the net proceeds from the offering to fund the cost of\nentering into the capped call transactions described below, pay the cash\nportion of the consideration for the Existing Notes (as defined below) being\nrefinanced through concurrent exchange transactions described below, repay\n$100.0 million outstanding under the credit agreement, dated as of June 24,\n2025, among Penguin Solutions (Cayman), Inc. and Penguin Solutions Corporation\n(formerly known as SMART Modular Technologies, Inc.), each a wholly owned\nsubsidiary of Penguin, the lenders party thereto, JPMorgan Chase Bank, N.A.,\nas administrative agent, collateral agent and issuing bank and the other\nparties thereto (the “Credit Agreement”) and for general corporate\npurposes.\n\nConcurrently with the offering, in separate, privately negotiated\ntransactions, Penguin Solutions (Cayman), Inc., as issuer of the Existing\nNotes, and the Company, as guarantor of the Existing Notes, expect to enter\ninto exchange agreements with a limited number of holders of Penguin Solutions\n(Cayman), Inc.’s (i) 2.00% convertible senior notes due 2029 (the “2029\nNotes”) and (ii) 2.00% convertible senior notes due 2030 (the “2030\nNotes,” and together with the 2029 Notes, the “Existing Notes”) to\nexchange a portion of the outstanding Existing Notes for a combination of cash\nand shares of Penguin’s common stock. Following the completion of the\noffering, Penguin may engage in additional exchanges, or may repurchase or\ninduce conversions, of the Existing Notes.\n\nHolders of the Existing Notes that participate in any of these exchanges\n(including the concurrent exchanges described in the preceding paragraph),\nrepurchases or induced conversions may purchase or sell shares of Penguin’s\ncommon stock in the open market and/or enter into or unwind various derivative\ntransactions to unwind any hedge positions they may have with respect to the\nExisting Notes or to hedge their exposure in connection with these\ntransactions. These activities could increase (or reduce the size of any\ndecrease in) or decrease (or reduce the size of any increase in) the market\nprice of Penguin’s common stock and, if conducted concurrently with the\npricing of the Notes, could affect the trading price of the Notes that Penguin\nis offering and could result in a higher effective conversion price of the\nNotes.\n\nIf the initial purchasers exercise their option to purchase additional Notes,\nPenguin intends to use a portion of the net proceeds from the sale of the\nadditional Notes to pay the cost of entering into additional capped call\ntransactions.\n\nThe interest rate, initial conversion rate, offering price and other terms of\nthe Notes have not been finalized and will be determined at the time of\npricing of the offering.\n\nIn connection with the pricing of the Notes, Penguin expects to enter into\nprivately negotiated capped call transactions with one or more of the initial\npurchasers and/or their respective affiliates and/or other financial\ninstitutions (the “Option Counterparties”). The capped call transactions\nare expected to cover, subject to anti-dilution adjustments substantially\nsimilar to those applicable to the Notes, the number of shares of the\nCompany’s common stock that will initially underlie the Notes. If the\ninitial purchasers exercise their option to purchase additional Notes, the\nCompany expects to enter into additional capped call transactions with the\nOption Counterparties.\n\nThe capped call transactions are expected generally to reduce the potential\ndilution to holders of the Company’s common stock upon any conversion of the\nNotes and/or offset any cash payments Penguin is required to make in excess of\nthe principal amount of converted Notes, as the case may be, upon conversion\nof the Notes. If, however, the market price per share of the Company’s\ncommon stock, as measured under the terms of the capped call transactions,\nexceeds the cap price of the capped call transactions, there would\nnevertheless be dilution and/or there would not be an offset of such cash\npayments, in each case, to the extent that such market price exceeds the cap\nprice of the capped call transactions.\n\nIn connection with establishing their initial hedge positions with respect to\nthe capped call transactions, the Option Counterparties and/or their\nrespective affiliates expect to purchase shares of the Company’s common\nstock and/or enter into various derivative transactions with respect to the\nCompany’s common stock concurrently with, or shortly after, the pricing of\nthe Notes. This activity could increase (or reduce the size of any decrease\nin) the market price of the Company’s common stock or the Notes at that\ntime.\n\nIn addition, the Option Counterparties and/or their respective affiliates may\nmodify their hedge positions by entering into or unwinding various derivative\ntransactions with respect to the Company’s common stock and/or purchasing or\nselling the Company’s common stock or other securities of the Company in\nsecondary market transactions following the pricing of the Notes and prior to\nthe maturity of the Notes (and are likely to do so (x) following any\nconversion of the Notes or any repurchase of the Notes by the Company on any\nfundamental change repurchase date or any redemption date, (y) following any\nother repurchase of the Notes if the Company elects to unwind a corresponding\nportion of the capped call transactions in connection with such repurchase and\n(z) if the Company otherwise elects to unwind all or a portion of the capped\ncall transactions). This activity could also cause or avoid an increase or a\ndecrease in the market price of the Company’s common stock or the Notes,\nwhich could affect the ability of holders to convert their Notes, and, to the\nextent the activity occurs during any observation period related to a\nconversion of the Notes, it could affect the amount and value of the\nconsideration that holders will receive upon conversion of their Notes. The\nCompany does not intend, at this time, to terminate or amend the existing\ncapped call transactions previously entered into with respect to the Existing\nNotes. However, the Company may, in the future, undertake to terminate or\nunwind all or a portion of the existing capped call transactions, whether in\nproportion to the amount of the respective Existing Notes repurchased by the\nCompany in exchange, repurchase or induced conversion transactions or\notherwise.\n\nThe offer and sale of the Notes and any shares of common stock issuable upon\nconversion of the Notes or issuable in the proposed exchange transactions\ndescribed above, if any, have not been and will not be registered under the\nSecurities Act or the securities laws of any other jurisdiction and may not be\noffered or sold in the United States absent registration or an applicable\nexemption from such registration requirements.\n\nThis press release shall not constitute an offer to sell or a solicitation of\nan offer to buy the Notes or any shares of common stock issuable upon\nconversion of the Notes or issuable in the proposed exchange transactions\ndescribed above, nor will there be any sale of the Notes or any such shares,\nin any state or other jurisdiction in which such offer, solicitation or sale\nwould be unlawful. This press release does not constitute an offer to exchange\nor purchase or a notice of redemption with respect to the Existing Notes, and\nPenguin reserves the right to elect not to proceed with the proposed exchange\ntransactions.\n\nAbout Penguin Solutions\n\nPenguin Solutions is a leading provider of memory and AI infrastructure,\npowering the AI factories of the future for enterprises, sovereign AI\ninitiatives, and neocloud providers.\n\nBuilt on decades of engineering expertise at the intersection of memory and\nAI/HPC infrastructure, we bring together differentiated infrastructure\nsoftware, advanced memory, compute systems, end-to-end services, and\nindustry-leading partner solutions in a full-stack AI factory platform\ndesigned to help customers deploy and scale AI workloads with speed and\nprecision.\n\nHeadquartered in Silicon Valley, California, we operate globally through our\nnetwork of R&D, manufacturing, and sales locations.\n\nUse of Forward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of Section 27A of the Securities Act, Section 21E of the Securities\nExchange Act of 1934, as amended, and the Private Securities Litigation Reform\nAct of 1995 that are not historical in nature, that are predictive or that\ndepend upon or refer to future events or conditions. These statements may\ninclude, but are not limited to, statements regarding the completion of the\noffering of the Notes, the terms of the Notes being offered and the proposed\nexchange transactions, the expected amount and intended use of the net\nproceeds from the offering, including the exchange transactions for certain of\nthe Existing Notes and repayment of certain amounts outstanding under the\nCredit Agreement, and the effects of entering into the capped call\ntransactions and the actions of the Option Counterparties and their respective\naffiliates. These statements can be identified by the fact that they do not\nrelate strictly to historical or current facts. Forward-looking statements\noften use words such as “anticipate,” “target,” “expect,”\n“estimate,” “intend,” “plan,” “goal,” “believe,”\n“could,” and other words of similar meaning. Forward-looking statements\nprovide our current expectations or forecasts of future events, circumstances,\nresults or aspirations and are subject to a number of risks, uncertainties and\nother factors, many of which are outside of our control, including, among\nothers, failure to realize opportunities relating to the company’s growth\nand stakeholder value, whether the offering will be consummated, including the\nsatisfaction of the closing conditions related to the offering, whether the\ncapped call transactions will become effective, whether the exchange\ntransactions will become effective and other factors and risks detailed in\nPenguin’s filings with the U.S. Securities and Exchange Commission,\nincluding Penguin’s most recent Annual Report on Form 10-K. Penguin may not\nconsummate the proposed offering or exchange transactions described in this\npress release and, if the proposed offering or exchange transactions are\nconsummated, cannot provide any assurances regarding the final terms of the\noffer or the Notes or its ability to effectively apply the net proceeds as\ndescribed above or the final terms of the exchange transactions. Such risks,\nuncertainties and factors as outlined above and in such filings do not\nconstitute all factors and risks that could cause actual results of Penguin to\nbe materially different from Penguin’s forward-looking statements.\nAccordingly, investors are cautioned not to place undue reliance on any\nforward-looking statements. Any forward-looking statements that we make in\nthis press release speak only as of the date of this press release. Except as\nrequired by law, we do not undertake to update the forward-looking statements\ncontained in this press release to reflect the impact of circumstances or\nevents that may arise after the date that the forward-looking statements were\nmade.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260713914519/en/\n(https://www.businesswire.com/news/home/20260713914519/en/)\n\nInvestor Contact: \n\nLori Barker\n\nInvestor Relations\n\nir@penguinsolutions.com \n(mailto:ir@penguinsolutions.com) \n\n\nPR Contact: \n\nMaureen O’Leary\n\nCorporate Communications\n\n+1-602-330-6846\n\npr@penguinsolutions.com (mailto:pr@penguinsolutions.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBwRRbjga","title":"Penguin Solutions Announces Proposed Private Offering of Convertible Notes and Refinancing to Enhance Capital Structure","author":"Business Wire","ticker":"PENG","created":"2026-07-13T21:20:00.078Z","tickers":["PENG"],"exchange":"NASDAQ","article_body":"Penguin Solutions Announces Proposed Private Offering of Convertible Notes and\nRefinancing to Enhance Capital Structure\n\nPenguin Solutions, Inc. (“Penguin,” “we” or the “Company”)\n(Nasdaq: PENG) today announced it intends to offer $650.0 million in aggregate\nprincipal amount of convertible senior notes due 2031 (the “Notes”) to\nqualified institutional buyers as defined in Rule 144A under the Securities\nAct of 1933, as amended (the “Securities Act”), subject to market and\nother conditions. Concurrently with the offering, the Company expects to enter\ninto privately negotiated exchanges of a portion of certain existing\nconvertible senior notes due 2029 and 2030. The Company also expects to grant\nto the initial purchasers of the Notes an option to purchase, for settlement\nwithin a period of 13 days from, and including, the date the Notes are first\nissued, up to an additional $100.0 million aggregate principal amount of\nNotes.\n\nThe Notes will be senior, unsecured obligations of the Company and will accrue\ninterest payable semi-annually in arrears. The Notes will mature on August 1,\n2031, unless earlier converted, redeemed or repurchased. Prior to May 1, 2031,\nthe Notes will be convertible at the option of the holders only upon\nsatisfaction of certain conditions and during certain periods. On or after May\n1, 2031, the Notes will be convertible at the option of the holders at any\ntime prior to the close of business on the second scheduled trading day\nimmediately before the maturity date. The Company will settle conversions by\npaying or delivering, as applicable, cash and, if applicable, shares of its\ncommon stock, based on the applicable conversion rate(s).\n\nThe Notes will be redeemable, in whole or in part, for cash at Penguin’s\noption at any time, and from time to time, on or after August 6, 2029, and on\nor before the 31st scheduled trading day immediately before the maturity date,\nbut only if the last reported sale price per share of common stock of the\nCompany exceeds 130% of the conversion price for a specified period of time\nand certain other conditions are satisfied. The redemption price will be equal\nto the principal amount of the Notes to be redeemed, plus accrued and unpaid\ninterest, if any, to, but excluding, the redemption date.\n\nIf certain corporate events that constitute a “fundamental change” occur,\nthen, subject to a limited exception, noteholders may require Penguin to\nrepurchase their Notes for cash. The repurchase price will be equal to the\nprincipal amount of the Notes to be repurchased, plus accrued and unpaid\ninterest, if any, to, but excluding, the applicable repurchase date.\n\nPenguin expects to use the net proceeds from the offering to fund the cost of\nentering into the capped call transactions described below, pay the cash\nportion of the consideration for the Existing Notes (as defined below) being\nrefinanced through concurrent exchange transactions described below, repay\n$100.0 million outstanding under the credit agreement, dated as of June 24,\n2025, among Penguin Solutions (Cayman), Inc. and Penguin Solutions Corporation\n(formerly known as SMART Modular Technologies, Inc.), each a wholly owned\nsubsidiary of Penguin, the lenders party thereto, JPMorgan Chase Bank, N.A.,\nas administrative agent, collateral agent and issuing bank and the other\nparties thereto (the “Credit Agreement”) and for general corporate\npurposes.\n\nConcurrently with the offering, in separate, privately negotiated\ntransactions, Penguin Solutions (Cayman), Inc., as issuer of the Existing\nNotes, and the Company, as guarantor of the Existing Notes, expect to enter\ninto exchange agreements with a limited number of holders of Penguin Solutions\n(Cayman), Inc.’s (i) 2.00% convertible senior notes due 2029 (the “2029\nNotes”) and (ii) 2.00% convertible senior notes due 2030 (the “2030\nNotes,” and together with the 2029 Notes, the “Existing Notes”) to\nexchange a portion of the outstanding Existing Notes for a combination of cash\nand shares of Penguin’s common stock. Following the completion of the\noffering, Penguin may engage in additional exchanges, or may repurchase or\ninduce conversions, of the Existing Notes.\n\nHolders of the Existing Notes that participate in any of these exchanges\n(including the concurrent exchanges described in the preceding paragraph),\nrepurchases or induced conversions may purchase or sell shares of Penguin’s\ncommon stock in the open market and/or enter into or unwind various derivative\ntransactions to unwind any hedge positions they may have with respect to the\nExisting Notes or to hedge their exposure in connection with these\ntransactions. These activities could increase (or reduce the size of any\ndecrease in) or decrease (or reduce the size of any increase in) the market\nprice of Penguin’s common stock and, if conducted concurrently with the\npricing of the Notes, could affect the trading price of the Notes that Penguin\nis offering and could result in a higher effective conversion price of the\nNotes.\n\nIf the initial purchasers exercise their option to purchase additional Notes,\nPenguin intends to use a portion of the net proceeds from the sale of the\nadditional Notes to pay the cost of entering into additional capped call\ntransactions.\n\nThe interest rate, initial conversion rate, offering price and other terms of\nthe Notes have not been finalized and will be determined at the time of\npricing of the offering.\n\nIn connection with the pricing of the Notes, Penguin expects to enter into\nprivately negotiated capped call transactions with one or more of the initial\npurchasers and/or their respective affiliates and/or other financial\ninstitutions (the “Option Counterparties”). The capped call transactions\nare expected to cover, subject to anti-dilution adjustments substantially\nsimilar to those applicable to the Notes, the number of shares of the\nCompany’s common stock that will initially underlie the Notes. If the\ninitial purchasers exercise their option to purchase additional Notes, the\nCompany expects to enter into additional capped call transactions with the\nOption Counterparties.\n\nThe capped call transactions are expected generally to reduce the potential\ndilution to holders of the Company’s common stock upon any conversion of the\nNotes and/or offset any cash payments Penguin is required to make in excess of\nthe principal amount of converted Notes, as the case may be, upon conversion\nof the Notes. If, however, the market price per share of the Company’s\ncommon stock, as measured under the terms of the capped call transactions,\nexceeds the cap price of the capped call transactions, there would\nnevertheless be dilution and/or there would not be an offset of such cash\npayments, in each case, to the extent that such market price exceeds the cap\nprice of the capped call transactions.\n\nIn connection with establishing their initial hedge positions with respect to\nthe capped call transactions, the Option Counterparties and/or their\nrespective affiliates expect to purchase shares of the Company’s common\nstock and/or enter into various derivative transactions with respect to the\nCompany’s common stock concurrently with, or shortly after, the pricing of\nthe Notes. This activity could increase (or reduce the size of any decrease\nin) the market price of the Company’s common stock or the Notes at that\ntime.\n\nIn addition, the Option Counterparties and/or their respective affiliates may\nmodify their hedge positions by entering into or unwinding various derivative\ntransactions with respect to the Company’s common stock and/or purchasing or\nselling the Company’s common stock or other securities of the Company in\nsecondary market transactions following the pricing of the Notes and prior to\nthe maturity of the Notes (and are likely to do so (x) following any\nconversion of the Notes or any repurchase of the Notes by the Company on any\nfundamental change repurchase date or any redemption date, (y) following any\nother repurchase of the Notes if the Company elects to unwind a corresponding\nportion of the capped call transactions in connection with such repurchase and\n(z) if the Company otherwise elects to unwind all or a portion of the capped\ncall transactions). This activity could also cause or avoid an increase or a\ndecrease in the market price of the Company’s common stock or the Notes,\nwhich could affect the ability of holders to convert their Notes, and, to the\nextent the activity occurs during any observation period related to a\nconversion of the Notes, it could affect the amount and value of the\nconsideration that holders will receive upon conversion of their Notes. The\nCompany does not intend, at this time, to terminate or amend the existing\ncapped call transactions previously entered into with respect to the Existing\nNotes. However, the Company may, in the future, undertake to terminate or\nunwind all or a portion of the existing capped call transactions, whether in\nproportion to the amount of the respective Existing Notes repurchased by the\nCompany in exchange, repurchase or induced conversion transactions or\notherwise.\n\nThe offer and sale of the Notes and any shares of common stock issuable upon\nconversion of the Notes or issuable in the proposed exchange transactions\ndescribed above, if any, have not been and will not be registered under the\nSecurities Act or the securities laws of any other jurisdiction and may not be\noffered or sold in the United States absent registration or an applicable\nexemption from such registration requirements.\n\nThis press release shall not constitute an offer to sell or a solicitation of\nan offer to buy the Notes or any shares of common stock issuable upon\nconversion of the Notes or issuable in the proposed exchange transactions\ndescribed above, nor will there be any sale of the Notes or any such shares,\nin any state or other jurisdiction in which such offer, solicitation or sale\nwould be unlawful. This press release does not constitute an offer to exchange\nor purchase or a notice of redemption with respect to the Existing Notes, and\nPenguin reserves the right to elect not to proceed with the proposed exchange\ntransactions.\n\nAbout Penguin Solutions\n\nPenguin Solutions is a leading provider of memory and AI infrastructure,\npowering the AI factories of the future for enterprises, sovereign AI\ninitiatives, and neocloud providers.\n\nBuilt on decades of engineering expertise at the intersection of memory and\nAI/HPC infrastructure, we bring together differentiated infrastructure\nsoftware, advanced memory, compute systems, end-to-end services, and\nindustry-leading partner solutions in a full-stack AI factory platform\ndesigned to help customers deploy and scale AI workloads with speed and\nprecision.\n\nHeadquartered in Silicon Valley, California, we operate globally through our\nnetwork of R&D, manufacturing, and sales locations.\n\nUse of Forward-Looking Statements\n\nThis press release contains “forward-looking statements” within the\nmeaning of Section 27A of the Securities Act, Section 21E of the Securities\nExchange Act of 1934, as amended, and the Private Securities Litigation Reform\nAct of 1995 that are not historical in nature, that are predictive or that\ndepend upon or refer to future events or conditions. These statements may\ninclude, but are not limited to, statements regarding the completion of the\noffering of the Notes, the terms of the Notes being offered and the proposed\nexchange transactions, the expected amount and intended use of the net\nproceeds from the offering, including the exchange transactions for certain of\nthe Existing Notes and repayment of certain amounts outstanding under the\nCredit Agreement, and the effects of entering into the capped call\ntransactions and the actions of the Option Counterparties and their respective\naffiliates. These statements can be identified by the fact that they do not\nrelate strictly to historical or current facts. Forward-looking statements\noften use words such as “anticipate,” “target,” “expect,”\n“estimate,” “intend,” “plan,” “goal,” “believe,”\n“could,” and other words of similar meaning. Forward-looking statements\nprovide our current expectations or forecasts of future events, circumstances,\nresults or aspirations and are subject to a number of risks, uncertainties and\nother factors, many of which are outside of our control, including, among\nothers, failure to realize opportunities relating to the company’s growth\nand stakeholder value, whether the offering will be consummated, including the\nsatisfaction of the closing conditions related to the offering, whether the\ncapped call transactions will become effective, whether the exchange\ntransactions will become effective and other factors and risks detailed in\nPenguin’s filings with the U.S. Securities and Exchange Commission,\nincluding Penguin’s most recent Annual Report on Form 10-K. Penguin may not\nconsummate the proposed offering or exchange transactions described in this\npress release and, if the proposed offering or exchange transactions are\nconsummated, cannot provide any assurances regarding the final terms of the\noffer or the Notes or its ability to effectively apply the net proceeds as\ndescribed above or the final terms of the exchange transactions. Such risks,\nuncertainties and factors as outlined above and in such filings do not\nconstitute all factors and risks that could cause actual results of Penguin to\nbe materially different from Penguin’s forward-looking statements.\nAccordingly, investors are cautioned not to place undue reliance on any\nforward-looking statements. Any forward-looking statements that we make in\nthis press release speak only as of the date of this press release. Except as\nrequired by law, we do not undertake to update the forward-looking statements\ncontained in this press release to reflect the impact of circumstances or\nevents that may arise after the date that the forward-looking statements were\nmade.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260713914519/en/\n(https://www.businesswire.com/news/home/20260713914519/en/)\n\nInvestor Contact: \n\nLori Barker\n\nInvestor Relations\n\nir@penguinsolutions.com \n(mailto:ir@penguinsolutions.com) \n\n\nPR Contact: \n\nMaureen O’Leary\n\nCorporate Communications\n\n+1-602-330-6846\n\npr@penguinsolutions.com (mailto:pr@penguinsolutions.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-07-13T21:20:00.149934931Z","server_sent_at_ms":1783977600149},"received_at":"2026-07-13T21:20:00.301Z","source_url":"https://www.businesswire.com/news/home/20260713914519/en/"},"analysis":{"id":"76122","press_release_id":"87067","analysis_json":{"industry":{"label":"Technology Hardware, Storage & Peripherals","sector":"Information Technology"},"redFlags":["Interest rate and conversion price for the Notes have not been finalized","Convertible notes introduce potential future dilution to common shareholders"],"eventType":"debt_offering","narrative":"Penguin Solutions announced a proposed private offering of $650 million in aggregate principal amount of convertible senior notes due 2031, with an option for purchasers to buy an additional $100 million.\n\nThe company intends to use the net proceeds to fund capped call transactions, refinance existing convertible notes due 2029 and 2030, and repay $100 million under its JPMorgan credit facility.\n\nWhile the transaction extends the debt maturity profile and enhances the capital structure, the interest rate and conversion terms have not yet been finalized.","sentiment":"bearish","agentHooks":{"shouldPost":true,"suggestedAngle":"PENG launches $650M convertible offering to refinance 2029/2030 notes and bolster AI infrastructure capital."},"keyFigures":{"dealValueUsd":650000000,"customDimensions":{"maturity_date":"2031-08-01","credit_repayment_usd":100000000,"refinanced_notes_maturities":["2029","2030"],"additional_offering_option_usd":100000000}},"quotedText":"","namedEntities":{"people":[{"name":"Lori Barker","role":"Investor Relations"},{"name":"Maureen O’Leary","role":"Corporate Communications"}],"products":["convertible senior notes due 2031","convertible senior notes due 2029","convertible senior notes due 2030"],"companies":[{"name":"Penguin Solutions, Inc.","ticker":"PENG"},{"name":"Penguin Solutions (Cayman), Inc.","relationship":"subsidiary"},{"name":"JPMorgan Chase Bank, N.A.","relationship":"administrative agent / lender"},{"name":"SMART Modular Technologies, Inc.","relationship":"formerly known as"}],"dollarAmounts":[{"amount":"$650.0 million","context":"aggregate principal amount of convertible senior notes proposed"},{"amount":"$100.0 million","context":"option to purchase additional Notes"},{"amount":"$100.0 million","context":"repayment of outstanding amount under Credit Agreement"}]},"materialImpact":{"score":4,"reasoning":"PENG is raising a significant amount of capital ($650M + option) via a convertible offering, which introduces dilution risk and overhang for equity holders despite the benefit of refinancing near-term maturities."},"tickerRelevance":{"others":[],"primary":"PENG"},"globalImportance":40,"audienceRelevance":45,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"mid-cap-ai-play","eventGravity":"financing-structure","sectorWeight":"tech-ai"}},"event_type":"debt_offering","event_type_secondary":["dilution"],"sentiment":"bearish","material_impact_score":4,"narrative":"Penguin Solutions announced a proposed private offering of $650 million in aggregate principal amount of convertible senior notes due 2031, with an option for purchasers to buy an additional $100 million.\n\nThe company intends to use the net proceeds to fund capped call transactions, refinance existing convertible notes due 2029 and 2030, and repay $100 million under its JPMorgan credit facility.\n\nWhile the transaction extends the debt maturity profile and enhances the capital structure, the interest rate and conversion terms have not yet been finalized.","key_figures":{"dealValueUsd":650000000,"customDimensions":{"maturity_date":"2031-08-01","credit_repayment_usd":100000000,"refinanced_notes_maturities":["2029","2030"],"additional_offering_option_usd":100000000}},"named_entities":{"people":[{"name":"Lori Barker","role":"Investor Relations"},{"name":"Maureen O’Leary","role":"Corporate Communications"}],"products":["convertible senior notes due 2031","convertible senior notes due 2029","convertible senior notes due 2030"],"companies":[{"name":"Penguin Solutions, Inc.","ticker":"PENG"},{"name":"Penguin Solutions (Cayman), Inc.","relationship":"subsidiary"},{"name":"JPMorgan Chase Bank, N.A.","relationship":"administrative agent / lender"},{"name":"SMART Modular Technologies, Inc.","relationship":"formerly known as"}],"dollarAmounts":[{"amount":"$650.0 million","context":"aggregate principal amount of convertible senior notes proposed"},{"amount":"$100.0 million","context":"option to purchase additional Notes"},{"amount":"$100.0 million","context":"repayment of outstanding amount under Credit Agreement"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-07-13T21:38:12.827Z","global_importance":40,"audience_relevance":45,"importance_components":{"tickerTier":"mid-cap-ai-play","eventGravity":"financing-structure","sectorWeight":"tech-ai"}},"durationMs":119155,"modelName":"glm-4.7"}}