SEC Form SC 13D/A filed by Cazoo Group Ltd (Amendment)

The response to Item 6 of this Amendment No. 10 is incorporated by reference herein.

On December 6, 2023, in connection with the Issuer’s consummation of the Transactions contemplated by the Transaction Support Agreement, including the Exchange Offer, VGEM acquired 2,099,874 New Shares and $93,333,000 principal amount of New Notes upon tendering all of its $294,000,000 principal amount of Notes, and VGEII acquired 42,854 New Shares and $1,904,000 principal amount of New Notes upon tendering all of its $6,000,000 principal amount of Notes.

The Reporting Persons acquired the Ordinary Shares for investment purposes, and such acquisitions were made in the Reporting Persons’ ordinary course of business in connection with the consummation of the Transactions.  The Reporting Persons have had discussions and may have further discussions with officers and directors of the Issuer in connection with the Reporting Persons’ investment in the Issuer. The topics of these conversations have covered or may cover a range of issues, including those relating to the business of the Issuer; management; board composition and other governance matters; investor communications; operations; capital allocation; capital structure; issuances of securities; dividend policy; debt obligations; contractual obligations; financial condition, results of operations and cash flows; mergers and acquisitions strategy; strategic transactions; asset sales; overall business strategy; executive compensation; and environmental, social and governance matters related to the Issuer’s business and stakeholders.  As permitted under relevant confidentiality arrangements, the Reporting Persons have had or may have similar conversations with other securityholders of the Issuer or other interested parties, such as industry analysts, existing or potential strategic partners or competitors, investment professionals and other investors and may exchange information with any such persons or the Issuer and may negotiate and enter appropriate confidentiality or similar agreements (which may contain, among other things, standstill provisions).  The Reporting Persons may at any time reconsider and change their intentions relating to the foregoing.  The Reporting Persons may also propose or take one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D and may discuss such proposals or actions, or other proposals or actions, with the Issuer’s management and the board of directors of the Issuer, other securityholders of the Issuer, and other interested parties, such as those set out above.  The Reporting Persons intend to review their investments in the Issuer on a continuing basis.  Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Issuer’s board of directors, price levels of the Ordinary Shares, liquidity requirements and other investment opportunities available to the Reporting Persons, conditions in the securities market, general economic and industry conditions, contractual provisions to which the Reporting Persons may then be subject, the Reporting Persons may in the future take actions with respect to their investment position in the Issuer as they deem appropriate, including, without limitation, purchasing additional Ordinary Shares, other securities of the Issuer or other instruments that are based upon or relate to the value of any of the foregoing; selling, exchanging, converting, pledging or financing some or all of the securities reported herein, other securities of the Issuer or other instruments that are based upon or relate to the value of any of the foregoing; engaging in hedging or similar transactions with respect to Ordinary Shares, other securities of the Issuer or other instruments that are based upon or relate to the value of any of the foregoing; and taking any other action to maximize the value of the Reporting Persons’ investment position in the Issuer.

Exchange Offer

The Exchange Offer expired on December 4, 2023, at which time all $630 million aggregate principal amount of outstanding Notes were validly tendered and accepted.  The settlement of the Exchange Offer occurred on December 6, 2023 (the “Closing Date”), and the Notes were discharged on the Closing Date.

In connection with the Transactions, the Issuer’s board of directors was reduced to five members, comprised of one existing legacy director and four new directors chosen by the Consenting Noteholders (the “New Board”).

Also effective December 6, 2023, upon consummation of the Transactions contemplated by the Transaction Support Agreement, the Transaction Support Agreement was automatically terminated, and any “group” (as such term is defined in Section 13(d) of the Act and Rule 13d-5 thereunder) that may have been formed among the Consenting Noteholders or other parties to the Transaction Support Agreement for purposes of completing the Transactions pursuant to the Transaction Support Agreement was immediately dissolved.  The Reporting Persons have not agreed to act together with any other persons for the purposes of acquiring, disposing, holding or voting any Ordinary Shares or other securities of the Issuer, and expressly disclaim beneficial ownership of any Ordinary Shares or other securities of the Issuer held by any other persons.

New Notes

In connection with the Transactions, the Issuer issued $200 million aggregate principal amount of New Notes, pursuant to the indenture dated December 6, 2023 regarding the New Notes (the “New Notes Indenture”).  Interest will accrue from the date of issuance of the New Notes at a rate of 6.00% per annum, with a minimum of 4.00% per annum payable in cash and, at the option of the Issuer, up to 2.00% per annum payable in kind.  The New Notes will mature on February 16, 2027, unless earlier redeemed or repurchased in accordance with the terms of the New Notes.

The foregoing description of the New Notes Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the New Notes Indenture, a copy of which is filed as Exhibit 13 to this Schedule 13D and is incorporated by reference herein.

New Investor Rights Agreement

In connection with the consummation of the Transactions and the issuance of the New Notes and New Warrants, on the Closing Date, the Issuer and the Consenting Noteholders (including VGEM and VGEII) entered into a new investor rights agreement (the “New Investor Rights Agreement”).  Among other things, the New Investor Rights Agreement provides certain board nomination rights with respect to the members of the New Board.  Pursuant to the terms of the New Investor Rights Agreement, the Reporting Persons (through VGEM and VGEII) have the right to nominate up to four members of the New Board, with such right declining as the Reporting Persons’ equity ownership decreases.  As long as the Reporting Persons have the right to board representation, the Reporting Persons will be entitled to proportionate representation on each board committee, subject to a minimum of one member on each committee.

In connection with the consummation of the Transactions, and pursuant to the terms of the Transaction Support Agreement, the New Board consisted of five members, three of whom were chosen by the Reporting Persons pursuant to their rights under the New Investor Rights Agreement.  The Reporting Persons have the right to designate one additional director for appointment to the New Board at a later time.

In addition, the Reporting Persons have exercised their right to appoint an observer to the New Board to attend all meetings of the New Board (and any committee thereof) in a non-voting capacity and receive all notices and written documents and materials provided to the New Board, subject to certain customary confidentiality obligations.

The foregoing description of the New Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Investor Rights Agreement, a copy of which is filed as Exhibit 14 to this Schedule 13D and is incorporated by reference herein.

New Registration Rights Agreement

In connection with the consummation of the Transactions and the issuance of the New Notes and New Warrants, on the Closing Date, the Issuer, the Consenting Noteholders (including VGEM and VGEII) and certain of the Issuer’s existing equityholders entered into a new registration rights agreement (the “New Registration Rights Agreement”), pursuant to which the Issuer agreed to file a shelf registration statement registering the resale of the New Shares and New Warrants held by the holders of the New Notes.  The New Registration Rights Agreement also provides for customary piggyback registration rights and underwritten shelf takedowns by the holders of New Notes, and provides that the Issuer’s existing resale shelf registration statement will remain outstanding for a specified period of time.

The foregoing description of the New Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Registration Rights Agreement, a copy of which is filed as Exhibit 15 to this Schedule 13D and is incorporated by reference herein.

Termination of Agreements

In connection with the tendering of all Notes held by VGEM and VGEII in the Exchange Offer, on December 6, 2023, each of the following agreements terminated pursuant to its terms: (i) the Registration Rights Agreement dated February 16, 2022, related to the Ordinary Shares underlying the Notes and filed as Exhibit 3 to the Schedule 13D filed by the Reporting Persons on September 19, 2022; (ii) the Board Observer and Confidentiality Agreement, dated February 16, 2022 and filed as Exhibit 4 to the Schedule 13D filed by the Reporting Persons on September 19, 2022; and (iii) the Side Letter dated February 9, 2022, restricting the Reporting Persons’ short sales with respect to the Ordinary Shares and filed as Exhibit 5 to the Schedule 13D filed by the Reporting Persons on September 19, 2022.