105 0 Kommentare Cazoo Secures 100% Consent from Noteholders to Participate in the Exchange Offer

Cazoo Group Ltd (NYSE: CZOO) (“Cazoo” or “the Company”), the UK online used car retailer, which makes buying and selling a car as simple as ordering any other product online, announced that the Company has secured agreements from the holders of 100% of its $630 million aggregate principal amount of 2.00% Convertible Senior Notes due 2027 (the “Convertible Notes”) to participate in the Company’s exchange offer, in which Cazoo is offering to exchange each $1,000 in principal amount of the Convertible Notes for a pro rata portion of (1) $200 million aggregate principal amount of 4.00%/2.00% cash/PIK Toggle Senior Secured Notes due 2027 and (2) Class A ordinary shares of the Company, which will represent 92% of the total Class A ordinary shares outstanding immediately after giving effect to the exchange offer (collectively, the “Exchange Offer”). The Company’s Exchange Offer, which will expire on December 4, 2023, is being made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum filed with the Securities and Exchange Commission (“SEC”) on November 3, 2023 (as amended or supplemented from time to time, the “Offering Memorandum”).

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Closing Conditions

The Exchange Offer is one of a series of transactions the Company is implementing in order to improve its capital structure, decrease the total amount of outstanding indebtedness and position the Company for growth (the “Transactions”). These Transactions are being implemented pursuant to the previously announced transaction support agreement, dated as of September 20, 2023, as amended on November 3, 2023 (the “Transaction Support Agreement”), between the Company, certain holders of the Convertible Notes and shareholders representing more than 25% of our outstanding Class A ordinary shares. Consummation of the Transactions is subject to shareholder approval, participation by 100% of the Noteholders and other customary closing conditions.

An Extraordinary General Meeting of the Company’s shareholders will be held at 3:00 p.m. GMT on Tuesday, November 21, 2023, where the Company will seek shareholder approval of the Transactions. The Company expects the Transactions to close in the fourth quarter of 2023, subject to satisfaction of the closing conditions.