--- schema_version: "secwatch.filing_event.v1" accession: "0001775625-23-000112" form_type: "8-K" ticker: null cik: "0001775625" company_name: "SmileDirectClub, Inc." filed_at: "2023-10-02T23:59:59+00:00" generated_at: "2026-06-10T06:27:11.753959+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # SmileDirectClub files Chapter 11 bankruptcy; secures up to $80M DIP financing; Nasdaq delisting ## Summary - Filed Chapter 11 petitions on Sept 29, 2023; seeks approval of DIP facility up to $80M (17.5% PIK interest, maturity Dec 29, 2023). - Interim hearing for DIP approval on Oct 2; $30M interim amount available including $20M initial draw. - Entered forbearance agreement with HPS lenders; includes milestones like novation of servicing agreement, draft liquidating plan within 30 days. - Nasdaq notified delisting; trading suspended Oct 4; expects trading on OTC markets. - DIP facility includes plan to pursue going-concern sale or liquidation if no buyer by Nov 28. ## SEC filing metadata - accession: 0001775625-23-000112 - form_type: 8-K - cik: 0001775625 - company_name: SmileDirectClub, Inc. - filed_at: 2023-10-02T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.03, 3.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1775625/000177562523000112/0001775625-23-000112-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1775625/000177562523000112/sdc-20230929.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001775625-23-000112 - JSON: https://secwatch.observer/filing/0001775625-23-000112.json - Plain text: https://secwatch.observer/filing/0001775625-23-000112.txt ## Key facts - Debt Financings SmileDirectClub, Inc. incurred term loan of up to $80,000,000 with Cluster Holdco LLC, as administrative agent and collateral agent at 17.5% maturing December 29, 2023. - Instrument: term loan - Principal: up to $80,000,000 - Counterparty: Cluster Holdco LLC, as administrative agent and collateral agent - Rate: 17.5% - Maturity: December 29, 2023 - Event: incurrence source text: have entered into a senior secured superpriority delayed‐draw debtor-in-possession term loan facility (the “DIP Credit Agreement”) in an aggregate principal amount of up to $80,000,000 (the “DIP Facility”), subject to the terms and conditions set forth therein. The DIP Facility is comprised of (a) upon entry of an interim order of the Bankruptcy Court approving evidence_url: https://www.sec.gov/Archives/edgar/data/1775625/000177562523000112/0001775625-23-000112-index.htm - Listing & Compliance Notices SmileDirectClub, Inc. received a nasdaq delisting notice notice regarding other (rules 5101, 5110(b), IM-5101-1). - Exchange: nasdaq - Notice: delisting notice - Rules: 5101, 5110(b), IM-5101-1 source text: October 2, 2023, the Company received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company’s securities will be delisted from Nasdaq. Trading of the Company’s common stock will be suspended at the opening of business on October 4, 2023, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq. The Company expec evidence_url: https://www.sec.gov/Archives/edgar/data/1775625/000177562523000112/0001775625-23-000112-index.htm - Material Agreements SmileDirectClub, Inc. entered into Forbearance Agreement with certain of its lenders (effective 2023-09-29). - Action: entry - Agreement: credit facility - Counterparty: certain of its lenders - Effective: 2023-09-29 source text: On September 29, 2023, SDC U.S. SmilePay SPV (“SDC SVP”), SmileDirectClub, LLC (“SDC LLC”) and SDC Financial LLC entered into a Forbearance Agreement (the “Forbearance Agreement”) and Restructuring Plan Term Sheet (“Term Sheet”) with certain of its lenders (the “Forbearance Lenders”) in connection with that certain Loan Agreement by and among SDC SVP as borrower, SDC LLC as seller and servicer, HPS Investment Partners, LLC (“HPS”) as administrative agent and collateral agent, and the lenders from time to time party thereto (the “HPS Loan Facility”). evidence_url: https://www.sec.gov/Archives/edgar/data/1775625/000177562523000112/0001775625-23-000112-index.htm - Material Agreements SmileDirectClub, Inc. entered into DIP Credit Agreement with Cluster Holdco LLC valued at up to $80,000,000. - Action: entry - Agreement: credit facility - Counterparty: Cluster Holdco LLC - Value: up to $80,000,000 source text: SmileDirectClub, Inc. (the “Company”), SDC Financial LLC (the “Borrower”, together with the Company and certain of the Company’s subsidiaries, the “Debtors”), the lenders from time to time party thereto (each, a “DIP Lender” and together the “DIP Lenders”), and Cluster Holdco LLC, as administrative agent for the DIP Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the DIP Lenders (in such capacity, the “Collateral Agent”) have entered into a senior secured superpriority delayed‐draw debtor-in-possession term loan facility (the “DIP Credit Agreement”) in an aggregate principal amount of up to $80,000,000 (the “DIP Facility”), subject to the terms and conditions set forth therein. evidence_url: https://www.sec.gov/Archives/edgar/data/1775625/000177562523000112/0001775625-23-000112-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.