Filing Details

Cazoo Group Ltd

(Name of Issuer)

Class A Ordinary Shares, par value $0.002 per share

(Title of Class of Securities)

G2007L204

(Cusip Number)

Hannah E. Dunn Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, California 94111 (415) 421-2132

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications)

March 17, 2023

(Date of Event which Requires Filing of this Statement)

13D

¹ Represents 150,600 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 195,800 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 44,900 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 19,100 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 32,600 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 477,700 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 20,600 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 58,700 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 941,300 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 32,600 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 58,700 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

² The percentages set forth herein are calculated based on 768,917,189 Shares outstanding as of January 17, 2023, prior to the Reverse Stock Split (as defined in the Preliminary Note), as reported in the Company’s current report on Form 6-K filed with the SEC on February 8, 2023, as adjusted and approximated for the Reverse Stock Split effective February 8, 2023.  See Item 5.

13D

¹ Represents 1,000,000 Shares into which Notes are currently convertible. See the Preliminary Note.

As of the date hereof, the Farallon Funds hold an aggregate $100,000,000 principal amount of the Company’s 2.00% Convertible Senior Notes due 2027 (the “Notes”).  Pursuant to the Indenture and giving effect to the Reverse Stock Split, the Notes currently are convertible at the holder’s option into Shares based on a conversion rate of 10 Shares per $1,000 principal amount of Notes.  Accordingly, as of the date hereof, the Farallon Funds may be deemed beneficial owners of an aggregate 1,000,000 Shares.

As used herein, the “Reverse Stock Split” refers to the consolidation, effective on or about February 8, 2023, by which each of the Company’s 20 previously outstanding Shares were consolidated into one Share, as disclosed by the Company in its Form 6-K filed with the SEC on February 8, 2023.

Capitalized terms used in this Preliminary Note without definitions have the meanings ascribed to them below.

Item 2.

Identity and Background

(i)	Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares that it has the right to acquire upon the conversion of Notes;

(ii)	Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares that it has the right to acquire upon the conversion of Notes;

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares that it has the right to acquire upon the conversion of Notes

(iv)	Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares that it has the right to acquire upon the conversion of Notes;

(v)	Four Crossings Institutional Partners V, L.P., a Delaware limited partnership (“FCIP V”), with respect to the Shares that it has the right to acquire upon the conversion of Notes;

(vi)	Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares that it has the right to acquire upon the conversion of Notes;

(vii)

Farallon Capital (AM) Investors, L.P., a Delaware limited partnership (“FCAMI”), with respect to the Shares that it has the right to acquire upon the conversion of Notes; and

(viii)

Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership (“F5MI”), with respect to the Shares that it has the right to acquire upon the conversion of Notes.

FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the “Farallon Funds.”

(ix)

Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below) with respect to the Shares that each of the Farallon Funds other than F5MI has the right to acquire upon the conversion of Notes.

(x)	Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the “FCIP V General Partner”), which is the general partner of FCIP V, with respect to the Shares that FCIP V has the right to acquire upon the conversion of Notes.

(xi)	Farallon F5 (GP), L.L.C., a Delaware limited liability company (the “F5MI General Partner”), which is the general partner of F5MI, with respect to the Shares that F5MI has the right to acquire upon the conversion of Notes.

(xii)

The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares that the Farallon Funds have the right to acquire upon the conversion of Notes:  Joshua J. Dapice (“Dapice”); Philip D. Dreyfuss (“Dreyfuss”); Hannah E. Dunn (“Dunn”); Michael B. Fisch (“Fisch”); Richard B. Fried (“Fried”); Varun N. Gehani (“Gehani”); Nicolas Giauque (“Giauque”); David T. Kim (“Kim”); Michael G. Linn (“Linn”); Rajiv A. Patel (“Patel”); Thomas G. Roberts, Jr. (“Roberts”); Edric C. Saito (“Saito”); William Seybold (“Seybold”); Daniel S. Short (“Short”); Andrew J. M. Spokes (“Spokes”); John R. Warren (“Warren”); and Mark C. Wehrly (“Wehrly”).

Dapice, Dreyfuss, Dunn, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.”

(b)       The address of the principal business office of (i) each of the Farallon Funds is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111, and (ii) each of the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(c)       The principal business of each of the Farallon Funds is that of a private investment entity engaging in the purchase and sale of investments for its own account. The principal business of the Farallon General Partner is to act as the general partner of investment partnerships, including FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of general partners of investment partnerships, including the FCIP V General Partner.  The principal business of each of the Farallon Individual Reporting Persons is set forth in Annex 1 hereto.

(d)       None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       The jurisdiction of organization of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque and Spokes, is a citizen of the United States.  Giauque is a citizen of France.  Spokes is a citizen of the United Kingdom.

 

The other information required by Item 2 relating to the identity and background of the Reporting Persons is set forth in Annex 1 hereto.

The disclosure set forth in Items 5 and 6 below is hereby incorporated by reference in this Item 4.

The Reporting Persons acquired the Notes (including any Shares into which such Notes may be converted) for investment purposes. None of the Reporting Persons has made a determination regarding a maximum or minimum amount of securities of the Company that it may hold at any point in time.

 In connection with their investment in the Company, the Reporting Persons have communicated and expect to continue to communicate with the Company’s management and board of directors (the “Board”), and may engage with other representatives of the Company, about a variety of topics.  Such topics have included and/or may include, without limitation, the Company’s business strategy, operating results and financial condition, capital allocation, capital structure, Board composition and corporate governance, possible asset sales or acquisitions, possible strategic transactions, possible restructuring transactions, and other matters.

The Reporting Persons also have communicated or in the future may communicate about one or more of the foregoing topics, potentially including and as permitted under relevant confidentiality agreements, with other securityholders of the Company (including pursuant to the Cooperation Agreement (as defined and further described in Item 6 below)) and/or with 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 Company and may negotiate and enter appropriate confidentiality or similar agreements (which may contain, among other things, standstill provisions).  The Reporting Persons, either acting alone or with other securityholders, may retain legal and financial advisers related to these matters. 

In connection with the foregoing, the Farallon Funds have entered into a Cooperation Agreement, dated March 17, 2023, with certain other holders of Notes.  Such Cooperation Agreement is further described in Item 6 below.

The Reporting Persons intend to review their investment in the Company on a continuing basis. Depending upon various factors, including, without limitation, the Company’s financial position and strategic direction, the outcome of any communications referenced above, actions taken by the Board, overall market conditions, general economic and industry conditions, other investment opportunities available to the Reporting Persons, the liquidity requirements of the Reporting Persons, price levels of the Notes or the Shares, and any contractual provisions to which the Reporting Persons may then be subject, the Reporting Persons in the future may take actions with respect to their investment position in the Company as they deem appropriate, including, without limitation, purchasing additional Notes, Shares, other securities of the Company 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 Company 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 Notes, Shares, other securities of the Company 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 Company.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(e)

Not applicable.

(c) None.

(e)

Not applicable.

(c) None.

(e)

Not applicable.

(a),(b) The information set forth in Rows 7 through 13 of the cover page hereto for each Farallon Individual Reporting Person is incorporated herein by reference for each such Farallon Individual Reporting Person.

(e)

Not applicable.

The Shares reported hereby for the Farallon Funds are beneficially owned by the Farallon Funds. The Farallon General Partner, as general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of all such Shares beneficially owned by the Farallon Funds other than F5MI. The FCIP V General Partner, as general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares beneficially owned by FCIP V. The F5MI General Partner, as general partner of F5MI, may be deemed to be a beneficial owner of all such Shares beneficially owned by F5MI.  Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares beneficially owned by the Farallon Funds.  Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

Purchase Agreement

On February 16, 2022 (the “Closing Date”), the Farallon Funds purchased $100,000,000 aggregate principal amount of Notes, pursuant to a Purchase Agreement, dated as of February 9, 2022 (the “Purchase Agreement”), among the Company, the Farallon Funds, and the other parties thereto.

The Purchase Agreement contains customary terms and conditions.  In addition, among other things, the Purchase Agreement provides that, subject to the terms and conditions thereof, holders of the Notes, including the Farallon Funds, were not permitted to sell or otherwise transfer Notes or any Shares issuable upon conversion of their Notes until 270 days from the date of the Purchase Agreement, or November 6, 2022 (the “Original Lockup Period”).  The Original Lockup Period has been extended in respect of the Farallon Funds and certain other holders of Notes, as described below under the caption “Letter Agreement.”

 The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed by the Company as Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on February 16, 2022 and is hereby incorporated herein by reference.

Indenture

The terms of the Notes are set forth in the Indenture, dated as of February 16, 2022 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Notes bear regular interest at a rate of 2.00% per year and are scheduled to mature on February 16, 2027, unless earlier redeemed, repurchased or converted in accordance with the terms and conditions of the Notes as set forth in the Indenture. The Notes are convertible into Shares at the option of the holders at any time after November 6, 2022, and prior to the close of business on the second scheduled trading day immediately preceding February 16, 2027, at the conversion price set forth in the Indenture, based on an initial conversion rate of 200 Shares (subject to adjustment) per $1,000 principal amount of Notes.   Pursuant to the terms of the Indenture, such initial conversion rate was adjusted proportionately to reflect the effect of the Reverse Stock Split, such that the current conversion rate following the Reverse Stock Split is 10 Shares per $1,000 principal amount of Notes (subject to adjustment).  Consequently, the $100,000,000 aggregate principal amount of Notes held by the Farallon Funds currently are convertible into an aggregate of 1,000,000 Shares, subject to adjustment and the other terms and conditions of the Notes as set forth in the Indenture.

The Company may force the conversion of the Notes following the third anniversary of the Closing Date if the trading price of the Shares has been at least 150% of the conversion price for at least 20 trading days in any consecutive 30 trading day period.  Holders of the Notes also have the right to require the Company to repurchase all or some of their Notes for cash at 100% of principal amount upon the occurrence of certain corporate events as set forth in the Indenture.

If the Notes have not been converted, repurchased or redeemed at or prior to maturity, holders of the Notes will be entitled to payment of a premium at maturity of the Notes, equal to 50% of the principal amount of the Notes, subject to certain conditions set forth in the Indenture.  Subject to certain conditions set forth in the Indenture, the Company may redeem all or a portion of the Notes, beginning three years after the Closing Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed by the Company as Exhibit 99.2 to the Company’s Form 6-K filed with the SEC on February 16, 2022 and is hereby incorporated herein by reference.

Registration Rights Agreement

In connection with the Purchase Agreement and the issuance of the Notes, the Company entered into a Registration Rights Agreement, dated as of February 16, 2022 (the “Registration Rights Agreement”), with the Farallon Funds and the other parties thereto.  Pursuant to the Registration Rights Agreement, the Farallon Funds and the other parties thereto were granted customary registration rights with respect to the Shares issuable upon conversion of the Notes.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed by the Company as Exhibit 99.4 to the Company’s Form 6-K filed with the SEC on February 16, 2022 and is hereby incorporated herein by reference.

Letter Agreement

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Letter Agreement filed by the Company as Exhibit 99.1 to the Company’s Form 6-K filed with the SEC on November 10, 2022, which is hereby incorporated herein by reference.

Cooperation Agreement

On March 17, 2023, the Farallon Funds, certain affiliates of Viking Global Investors LP (the “Viking Parties”), and certain affiliates of Inherent Group, LP (the “Inherent Parties” and, together with the Farallon Funds and the Viking Parties, the “Parties”), each as a holder of Notes, entered into a Cooperation Agreement (the “Cooperation Agreement”).

Pursuant to the Cooperation Agreement, in order to engage with the Company in discussions regarding a potential financing, recapitalization, asset or equity sale, reorganization, and/or restructuring transaction or series of such transactions or alternative extraordinary transactions involving the Company (in each case, effecting a permanent change to the existing capital structure of the Company) (any such transaction, a “Transaction”), each Party has agreed, among other things, (i) to use commercially reasonable efforts to cooperate in good faith with each other to engage in such discussions and negotiations with the Company regarding a Transaction, and (ii) to not directly or indirectly sell, loan, assign, transfer, hypothecate, tender or otherwise dispose of (including by participation), in whole or in part, its right, title or interest in any Notes, or grant any proxies, deposit any of its Notes into a voting trust, or enter into a voting agreement with respect to any such Notes, each without the prior written consent of the other Parties.  Each Party has agreed that it shall not support, either directly or indirectly, consent to, or otherwise vote in favor of, any Transaction that is not supported by the Parties holding a majority of the Notes held by all Parties; provided, that nothing in the Cooperation Agreement obligates any Party to consent to, or otherwise vote in favor of, any Transaction.  Other holders of Notes may become parties to the Cooperation Agreement by executing a joinder to the Cooperation Agreement in a form that is acceptable to the then existing Parties and subject, in each case, to the written consent of the Parties.  The Cooperation Agreement shall automatically terminate upon the earlier to occur of (i) June 30, 2023 and (ii) the consummation of a Transaction to which all the Parties are bound. The Cooperation Agreement also may be terminated with the written consent of the Parties holding a majority of the Notes held by all the Parties.

There is filed herewith as Exhibit 1 a written agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

There is filed herewith as Exhibit 6 the Cooperation Agreement.

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated:  March 24, 2023

The Powers of Attorney executed by each of Dapice, Dreyfuss, Fisch, Fried, Gehani, Giauque, Kim, Linn, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly authorizing Dunn to sign and file this Schedule 13D on his behalf, which were filed as exhibits to the Schedule 13G filed with the SEC on January 31, 2023 by such Reporting Persons with respect to the Class A Ordinary Shares of ARYA Sciences Acquisition Corp IV, are hereby incorporated by reference.

ANNEX 1

Set forth below with respect to each of the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner is the following information: (a) name; (b) business address; (c) principal business; (d) state of organization; and (e) controlling persons.  Set forth below with respect to each managing member of the Farallon General Partner is the following information: (a) name; (b) business address; (c) principal occupation; and (d) citizenship.

 

 

 

 

 

 

None of the Farallon General Partner and its Managing Members has any additional information to disclose with respect to Items 2-6 of this Schedule 13D that is not otherwise disclosed in this Schedule 13D.

EXHIBIT INDEX

EXHIBIT 1

to

SCHEDULE 13D

 

JOINT ACQUISITION STATEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

 

Dated: March 24, 2023

 

EXHIBIT 6

to

SCHEDULE 13D

COOPERATION AGREEMENT

March 17, 2023

Reference is made to the Indenture dated as of February 16, 2022 (the “Indenture”), between Cazoo Group Ltd (the “Company”), as issuer, and U.S. Bank Trust Company, National Association (the “Trustee”), pursuant to which the Company issued $630.0 million aggregate principal amount of 2.00% Convertible Senior Notes due February 16, 2027 (the “Notes”). Capitalized terms used but not otherwise defined in this Cooperation Agreement (this “Agreement”) shall have the meanings assigned to such terms in the Indenture.

The Parties (as defined below) wish to engage with the Company in discussions regarding a potential financing, recapitalization, asset or equity sale, reorganization, and/or restructuring transaction or series of such transactions or alternative extraordinary transactions involving the Company (in each case, effecting a permanent change to the existing capital structure of the Company) (any such transaction, a “Transaction”).

In consideration of the foregoing recitals, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound, agree as follows:

Section 3. Term; Termination. This Agreement shall become effective as of the date hereof, provided that as to any Person that is not a Party to this Agreement on the date hereof, this Agreement shall become effective on the date such Person executes a joinder to this Agreement in a form that is acceptable to the then existing Parties (a “Joinder”), subject in each case to the written consent of the Parties. Each Person that has executed this Agreement on the date hereof or subsequently executes a Joinder is referred to as a “Party” and, collectively, such Persons are referred to as the “Parties.” This Agreement and the covenants contained herein shall automatically terminate as to all Parties and shall be of no further force and effect upon the earlier to occur of (i) June 30, 2023 and (ii) the consummation of a Transaction to which all the Parties are bound. This Agreement may also be terminated with the written consent of the Parties holding a majority of the Notes held by all Parties. Upon such termination, no Party shall have any continuing liability or obligation to any other Party hereunder and each Party shall have all of the rights and remedies available to it under applicable law and/or the Indentures, and any ancillary documents or agreements thereto; provided, however, that no such termination shall relieve any Party from its obligations under Section 5 (which shall survive termination of this Agreement) or from liability for its breach or non-performance of any of its obligations hereunder prior to termination of this Agreement.

Section 4. Representations and Warranties. Each Party (severally and not jointly) represents and warrants to the other Parties, only as to itself and not as to any of the other Parties, that the following statements are true and correct as of the date hereof with respect to such Party (or the date such Person becomes a Party to this Agreement):

(1)

will not be responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Company and its affiliates (collectively, the “Company Group”), any Party or any other Person in connection with the Transaction and any associated documentation or the transactions contemplated therein;

(2)	will not be responsible for the legality, validity, effectiveness, completeness, adequacy or enforceability of the Transaction or any agreement, arrangement or document entered into, made or executed in anticipation of or in connection with the Transaction;

(3)	will not be responsible for any determination as to whether any information provided or to be provided to any Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise;

(4)	will not be responsible for verifying that any information provided to any Party (using reasonable endeavours and usual methods of transmission such as e-mail or post) has actually been received and/or considered by each Party;

(5)	shall not be bound to distribute to any Party or to any other Person any information received by it;

(6)	shall not be bound to enquire as to the absence, occurrence or continuation of any Default or Event of Default under the Indentures or the performance by the Company of its obligations under the Indentures or any other document or agreement.

(1)	the financial condition, creditworthiness, condition, affairs, status and nature of the Group;

(2)

the legality, validity, effectiveness, completeness, adequacy and enforceability of any document entered into by any Person in connection with the business or operations of the Company Group or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Transaction;

(3)

whether such Party has recourse, and the nature and extent of that recourse, against the Company Group or any other Person or any of the respective assets under or in connection with this Agreement, the Transaction and/or any associated documentation, the transactions therein contemplated or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Transaction;

(4)

the adequacy, accuracy and/or completeness of any information provided by the Parties, the Company or any other member of the Company Group and each of their advisers or by any other Person in connection with the Transaction, and/or any associated documentation, the transactions contemplated therein or any other agreement, arrangement or document entered into, made or executed in anticipation of, pursuant to or in connection with the Transaction; and

(5)	the adequacy, accuracy and/or completeness of any advice obtained by a Party in connection with the Transaction or in connection with the business and operations of the Company Group.

Section 7. Sharing Joint Defense; Evidentiary Matters. Each Party agrees that the communications among the Parties and any counsel retained by any Party, and work product containing such communications, shall be subject to the joint defense and common interests doctrines to the extent permitted by law recognized by the various state and federal courts of the United States and other similar doctrines of other jurisdictions and shall take such actions as are reasonably necessary to preserve such joint defense and/or common interest privileges. Nothing contained herein shall be construed as or be deemed to be evidence of an admission of any kind on the part of any Party. Pursuant to Rule 408 of the Federal Rules of Evidence, any applicable state rules of evidence and any other applicable law, foreign or domestic, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the Agreement’s terms or as otherwise required under applicable law.

Section 8. Miscellaneous.

[Signature Pages Following on Next Page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

VIKING GLOBAL EQUITIES MASTER LTD.,

By: Viking Global Performance LLC, its investment manager

Name: Scott M. Hendler

Title: Authorized Signatory

VIKING GLOBAL EQUITIES II LP,

By: Viking Global Performance LLC, its general partner

Name: Scott M. Hendler

Title: Authorized Signatory

Contact Information for all Parties above:

c/o Viking Global Investors LP

55 Railroad Avenue

Greenwich, CT 06830

Attention: General Counsel

with a mandatory copy to:

legalnotices@vikingglobal.com

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

FARALLON CAPITAL EUROPE LLP, for and on behalf of funds, accounts and/or entities

managed or advised by it

By: /s/ Gregory Lassman 
 Name:  Gregory Lassman

Contact Information for all Parties above:

11^th Floor Orion House

5 Upper St Martin’s Lane

London WC2H 9EA

United Kingdom

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

INHERENT ESG OPPORTUNITY MASTER, LP

By: Inherent Group, LP, its investment manager

By: Inherent Group GP, LLC, its general partner

INHERENT CREDIT OPPORTUNITIES MASTER, LP

By: Inherent Group, LP, its investment manager

By: Inherent Group GP, LLC, its general partner

INHERENT PRIVATE OPPORTUNITIES 2021, LP

By: Inherent Group, LP, its investment manager

By: Inherent Group GP, LLC, its general partner

Contact Information for all Parties above:

530 Fifth Ave., #702

New York, NY 10036