Latham & Watkins Advises Initial Purchasers in SmileDirectClub, Inc.’s Upsized US$650 Million Convertible Senior Notes Offering

SmileDirectClub, Inc., an oral care company and creator of the first med tech platform for teeth straightening, has announced the pricing of its offering of US$650 million aggregate principal amount of 0% convertible senior notes due 2026 in a private offering that is exempt from the registration requirements of the Securities Act of 1933 to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offering size was increased from the previously announced offering size of US$350 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on February 9, 2021, subject to customary closing conditions. SmileDirectClub also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date notes are first issued, up to an additional US$97.5 million principal amount of notes.

Latham & Watkins LLP represented the initial purchasers in the offering with a capital markets team led by New York partners Marc Jaffe and Stelios Saffos, with associates Scott Westhoff, Milo LeDoux, and Adam Weber. Advice was provided on equity derivative matters by New York partner Reza Mojtabaee-Zamani, with associates Christopher Yu, Marc Langer, and Shawn Noh.