UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 - Exit Filing)*
SmileDirectClub, Inc.
(Name of Issuer)
Class A common stock, $0.0001 par value
(Title of Class of Securities)
83192H 106
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
CD&R SDC HOLDINGS, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
0 shares (a) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares (a) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (a) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| (a) | See Item 4 below. This constitutes an exit filing for the Reporting Person. |
| 1 |
NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
CD&R INVESTMENT ASSOCIATES X, LTD. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
0 shares (a) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 shares (a) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (a) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | See Item 4 below. This constitutes an exit filing for the Reporting Person. |
| Item 1(a) | Name of Issuer: |
SmileDirect Club, Inc. (the “Issuer”).
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
1414 Union Street, Nashville, TN 37219.
| Item 2(a) | Name of Person Filing: |
This Amendment No. 2 to Schedule 13G (this “Schedule 13G/A”) is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated by the Commission pursuant to Section 13 of the Act: (i) CD&R SDC Holdings, L.P. (“CD&R SDC”) and (ii) CD&R Investment Associates X, Ltd. (“CD&R SDC GP” and together with CD&R SDC, the “Reporting Persons”).
The Reporting Persons previously entered into a Joint Filing Agreement, dated February 7, 2020, a copy of which is attached as Exhibit A to this Schedule 13G/A, pursuant to which the Reporting Persons agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
| Item 2(b) | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of the Reporting Persons is c/o Maples Corporate Services Limited, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands.
| Item 2(c) | Citizenship: |
See response to Item 4 of each of the cover pages.
| Item 2(d) | Titles of Classes of Securities: |
The Issuer’s Class A common stock, $0.0001 par value (the “Common Stock”).
| Item 2(e) | CUSIP Number: |
83192H 106.
| Item 3 | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
Not applicable.
| Item 4 | Ownership: |
See Items 5-9 and 11 on the cover page for the Reporting Persons, and Item 2, which are incorporated by reference.
As of December 31, 2021, the Reporting Persons did not beneficially own any of the Issuer’s Common Stock. Accordingly, this Schedule 13G/A constitutes an exit filing for the Reporting Persons.
| Item 5 | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not Applicable.
| Item 8 | Identification and Classification of Members of the Group: |
Not Applicable.
| Item 9 | Notice of Dissolution of Group: |
Not Applicable.
| Item 10 | Certification: |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 20, 2022
| CD&R SDC Holdings, L.P. | ||
| By: | CD&R Investment Associates X, Ltd. | |
| Its: | General Partner | |
| By: | /s/ Rima Simson | |
| Name: | Rima Simson | |
| Title: | Vice President, Treasurer & Secretary | |
| CD&R Investment Associates X, Ltd. | ||
| By: | /s/ Rima Simson | |
| Name: | Rima Simson | |
| Title: | Vice President, Treasurer & Secretary | |
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of SmileDirectClub, Inc. may be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 7, 2020
| CD&R SDC Holdings, L.P. | ||||
| By: | CD&R Investment Associates X, Ltd. | |||
| Its: | General Partner | |||
| By: | /s/ Theresa A. Gore | |||
| Name: | Theresa A. Gore | |||
| Title: | Vice President, Treasurer and Assistant Secretary | |||
| CD&R Investment Associates X, Ltd. | ||||
| By: | /s/ Theresa A. Gore | |||
| Name: | Theresa A. Gore | |||
| Title: | Vice President, Treasurer and Assistant Secretary | |||