Cazoo To Complete Exchange Offer with 100% of Noteholders
December 05 2023 - 6:30AM
Business Wire
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, announces today the
final results of its previously announced exchange offer (the
“Exchange Offer”).
In the Exchange Offer, Cazoo offered to exchange $630 million
aggregate principal amount of its 2.00% Convertible Senior Notes
due 2027 (the “Convertible Notes”) for a pro rata portion of (1)
$200 million aggregate principal amount of 4.00%/2.00%
cash/payment-in-kind toggle senior secured notes due 2027 and (2)
Class A ordinary shares of Cazoo which will represent 92% of the
total Class A ordinary shares outstanding upon consummation of the
Exchange Offer. The settlement of the Exchange Offer is expected to
occur on December 6, 2023.
As of the expiration of the Exchange Offer at 11:59 p.m., New
York City time on December 4, 2023, $630,000,000 aggregate
principal amount of the Convertible Notes were validly tendered and
accepted, representing 100% of the outstanding Convertible
Notes.
About Cazoo - www.cazoo.co.uk
Our mission is to transform the car buying and selling
experience across the UK by providing better selection, value,
transparency, convenience and peace of mind. Our aim is to make
buying or selling a car no different to ordering any other product
online, where consumers can simply and seamlessly buy, sell or
finance a car entirely online for delivery or collection in as
little as 72 hours.
No Offer
This communication does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This communication contains “forward-looking statements”. The
expectations, estimates, and projections of the business of Cazoo
may differ from its actual results and, consequently, you should
not rely on forward-looking statements as predictions of future
events. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions. Forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (1) the implementation of and expected benefits from
our business realignment plan, the wind-down of operations in
mainland Europe, the five-year plan (which extends the revised 2023
plan to 2027), and other cost-saving initiatives; (2) reaching and
maintaining profitability in the future; (3) global inflation and
cost increases for labor, fuel, materials and services; (4)
geopolitical and macroeconomic conditions and their impact on
prices for goods and services and on consumer discretionary
spending; (5) having access to suitable and sufficient vehicle
inventory for resale to customers and reconditioning and selling
inventory expeditiously and efficiently; (6) availability of credit
for vehicle and other financing and the affordability of interest
rates; (7) increasing Cazoo’s service offerings and price
optimization; (8) effectively promoting Cazoo’s brand and
increasing brand awareness; (9) expanding Cazoo’s product offerings
and introducing additional products and services; (10) enhancing
future operating and financial results; (11) achieving our
long-term growth goals; (12) acquiring and integrating other
companies; (13) acquiring and protecting intellectual property;
(14) attracting, training and retaining key personnel; (15)
complying with laws and regulations applicable to Cazoo’s business;
(16) our inability to consummate the Transactions contemplated by
the Transaction Support Agreement as scheduled or at all; (17) the
volatility of the trading price of our Class A Shares, which may
increase as a result of the issuance of Class A ordinary shares and
warrants pursuant to the Transaction Support Agreement; (18) the
Company’s ability to regain compliance with the continued listing
standards of the NYSE as set forth in Sections 802.01B and 802.01C
of the NYSE Listed Company Manual within the applicable cure
period; (19) the Company’s ability to continue to comply with
applicable listing standards of the NYSE; and (20) other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the
Annual Report on Form 20-F filed with the SEC by Cazoo Group Ltd on
March 30, 2023 and in subsequent filings with the SEC. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the disclosure included in other
documents filed by Cazoo from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Cazoo assumes no obligation and does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Cazoo gives
no assurance that it will achieve its expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20231204389887/en/
Investor Relations at investors.cazoo.co.uk: Cazoo: Anna
Gavrilova, Head of Investor Relations, investors@cazoo.co.uk ICR:
cazoo@icrinc.com Media at cazoo.co.uk/press: Cazoo: Peter
Bancroft, Interim Communications Director, press@cazoo.co.uk
Brunswick: Simone Selzer +44 20 7404 5959 /
cazoo@brunswickgroup.com
Cazoo (NYSE:CZOO)
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