May 19, 2020
Latham & Watkins represented the lender in connection with SmileDirectClub Inc.’s (the Company) new US$400 million term loan facility. Proceeds of the new facility will be used to refinance existing indebtedness and to provide cash on the balance sheet, giving SmileDirectClub the liquidity needed to continue its growth plans and manage its business. The facility is a hybrid between a corporate facility and structured receivables facility and is secured by certain of the Company’s receivables and intellectual property. It was tailored to give the Company increased flexibility over its prior indebtedness. The lenders were additionally issued warrants to purchase common stock of the Company in connection with the transaction.
The Latham team that represented the lender in the financing was led by New York partners Stelios Saffos, Peter Sluka, and Graeme Smyth with associates Christopher Michail, Salvatore Vanchieri, Milo LeDoux, and Nina Grandin. Advice was also provided on tax matters by New York partner Jocelyn Noll; on healthcare & life sciences matters by Washington, D.C. partner John Manthei, with counsel Betty Pang and associate Chad Jennings; and on intellectual property matters by New York partner Jeffrey Tochner, with associate Caroline Herald.