Cazoo updates method for settling exchange offer for 2% convertibles

By Mary-Katherine Stinson

Lexington, Ky., Dec. 6 – Cazoo Group Ltd. updated the methodology for settling its secured agreements to exchange its existing $630 million outstanding 2% convertible senior notes due 2023 (Cusip: 14986TAA3) for new secured notes and class A ordinary shares of the company, according to a press release and a 6-K filing with the Securities and Exchange Commission.

Under the company’s updated methodology for settlement, each eligible holder entitled to receive new notes in a principal amount that is not a permitted denomination will receive the amount rounded to the nearest permitted denomination, rather than rounded down.

As previously reported, the company offered a consideration per $1,000 of notes of $317.46 4%/2% cash/payment-in-kind toggle senior secured notes due 2027 and 7.08 class A ordinary shares, or a total consideration of $200 million of the 4%/2% cash/PIK notes due 2027 and 4,465,799 class A ordinary shares.

The new notes will be issued in a minimum denomination of $1,000 and integral multiples of $1.00 in excess.

As of the exchange offer expiration at 11:59 p.m. ET on Dec. 4, which was also the withdrawal deadline, 100% of the principal amount of outstanding convertibles was tendered and accepted, satisfying the minimum exchange condition of 100% of the principal amount of outstanding convertibles.

Upon settlement, which is expected Dec. 6, the issued class A ordinary shares from the exchange offer will represent 92% of the outstanding shares.

Offer history

As previously reported, the exchange offer is one of a series of transactions being implemented by Cazoo under to the transaction support agreement, which include the exchange offer; the issuance of three tranches of new warrants to its existing shareholders; the replacement of the existing board of directors with a new seven-person board of directors on or after the closing date of the transactions, with six members chosen by the holders of its convertible notes; a reverse stock split; an increase in its authorized share capital; amendments to its amended and restated articles of association; and the solicitation of shareholder approval of the exchange offer, the issuance of the new warrants, the change in the board, the reverse stock split, the increase in its authorized share capital, amendments to its amended and restated articles of association and the transaction support agreement.

Had the exchange offer’s minimum exchange condition not been met, the company would have implemented the exchange through an English restructuring plan or scheme of arrangement rather than through this exchange offer, as previously noted.

U.S. Bank Trust Co., NA is the exchange agent and information agent (800 934-6802).

Cazoo is a London-based online car retailer.

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