Filing Details
- Accession Number:
- 0001140361-23-056974
- Form Type:
- 13D Filing
- Publication Date:
- 2023-12-07 19:00:00
- Filed By:
- Viking Global
- Company:
- Cazoo Group Ltd
- Filing Date:
- 2023-12-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
VIKING GLOBAL INVESTORS | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
Viking Global Performance | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
Viking Global Equities Master Ltd | 0 | 2,099,874 | 0 | 2,099,874 | 2,099,874 | 42.9% |
Viking Global Equities II | 0 | 42,854 | 0 | 42,854 | 42,854 | 0.9% |
O. ANDREAS HALVORSEN | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
DAVID C. OTT | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
ROSE S. SHABET | 0 | 2,142,728 | 0 | 2,142,728 | 2,142,728 | 43.8% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Cazoo Group Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value $0.20 per share
(Title of Class of Securities)
G2007L121
(CUSIP Number)
Andrew Genser
General Counsel
600 Washington Boulevard, Floor 11
Stamford, Connecticut 06901
212-672-7050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2023
(Date of Event which Requires Filing of this Statement)
If the filing persons has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Schedule 13D | |
CUSIP No.: G2007L121 | Page 2 of 13 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
VIKING GLOBAL INVESTORS LP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | ||||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
AF | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split (as defined
herein) and the issuance of the New Shares (as defined herein), as reported in the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 3 of 13 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
Viking Global Performance LLC | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | ||||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
AF | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
OO | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 4 of 13 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
Viking Global Equities Master Ltd. | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | ||||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
WC | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Cayman Islands | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,099,874 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,099,874 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,099,874 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
42.9% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
CO | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 5 of 13 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
Viking Global Equities II LP | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | ||||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
WC | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Delaware | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
42,854 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
42,854 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
42,854 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
0.9% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
PN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 6 of 13 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
O. ANDREAS HALVORSEN | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | ||||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
AF | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
Norway | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 7 of 13 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
DAVID C. OTT | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | ||||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
AF | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States of America | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 8 of 13 Pages |
1 | NAMES OF REPORTING PERSONS | | | ||
ROSE S. SHABET | | | |||
| | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☒ | ||||
| | ||||
3 | SEC USE ONLY | | | ||
| | ||||
| | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
AF | | | |||
| | ||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | ||||
| | ||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
United States of America | | | |||
| | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
0 | | | |||
| | ||||
8 | SHARED VOTING POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
9 | SOLE DISPOSITIVE POWER | | | ||
0 | | | |||
| | ||||
10 | SHARED DISPOSITIVE POWER | | | ||
2,142,728 (1) | | | |||
| | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
2,142,728 (1) | | | |||
| | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | ||||
| | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
43.8% (2) | | | |||
| | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
IN | | | |||
| |
1. See Item 5 of the Schedule 13D.
2. This beneficial ownership percentage is calculated based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock Split and the
issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 9 of 13 Pages |
EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 10 to the Schedule 13D (“Amendment No. 10”) amends certain items of the Schedule
13D filed with the Commission on September 19, 2022, as amended and supplemented by Amendment No. 1 filed with the Commission on November 10, 2022, Amendment No. 2 filed with the Commission on February 27, 2023, Amendment No. 3 filed with the
Commission on March 21, 2023, Amendment No. 4 filed with the Commission on April 27, 2023, Amendment No. 5 filed with the Commission on May 16, 2023, Amendment No. 6 filed with the Commission on June 16, 2023, Amendment No. 7 filed with the
Commission on September 22, 2023, Amendment No. 8 filed with the Commission on November 7, 2023, and Amendment No. 9 filed with the Commission on November 22, 2023 (collectively, the “Schedule 13D”), relating to the Class A Ordinary Shares, par
value $0.20 per share (the “Ordinary Shares”), of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer” or the “Company”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms
in the Schedule 13D.
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
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.
Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The response to Item 6 of this Amendment No. 10 is incorporated by reference herein.
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.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 10 of 13 Pages |
Item 5. | Interest in Securities of the Issuer |
Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:
(a) As of the date hereof, each of VGI, VGP, Mr. Halvorsen, Mr. Ott, and Ms. Shabet may be deemed the beneficial owner of 2,142,728 Ordinary Shares, which represents
approximately 43.8% of the outstanding Ordinary Shares. This amount consists of (i) 2,099,874 Ordinary Shares held directly by VGEM, representing approximately 42.9% of the outstanding Ordinary Shares and (ii) 42,854 Ordinary Shares held directly
by VGEII, representing approximately 0.9% of the outstanding Ordinary Shares. Each of VGI, VGP, Mr. Halvorsen, Mr. Ott, and Ms. Shabet does not directly own any Ordinary Shares.
The foregoing beneficial ownership amounts have been adjusted to account for the 1-for-100 reverse stock split of the Ordinary Shares effective December 5, 2023, (the “December
2023 Reverse Stock Split”), as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the Commission on December 5, 2023.
The foregoing beneficial ownership percentages are based on 4,891,002 Ordinary Shares expected to be outstanding after giving effect to each of the December 2023 Reverse Stock
Split and the issuance of the New Shares, as reported in the Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023.
(c) The response to Item 3 of this Amendment No. 10 is incorporated by reference herein. Other than as set forth herein, no transactions in the Issuer’s securities have been
effected by the Reporting Persons during the past 60 days.
Item 6. | Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
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.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 11 of 13 Pages |
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.
Schedule 13D | |
CUSIP No.: G2007L121 | Page 12 of 13 Pages |
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.
Except as otherwise set forth in the Schedule 13D, as amended by this Amendment No. 10, there are no contracts, arrangements, understandings or relationships between the
Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer.
Item 7. | Material to be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 13 – New Notes Indenture, dated as of December 6, 2023 (incorporated herein by reference to Exhibit 99.2 to the
Issuer’s current report on Form 6-K filed with the Commission on December 7, 2023).
Exhibit 14 – New Investor Rights Agreement, dated as of December 6, 2023 (incorporated herein by reference to Exhibit 99.8 to the Issuer’s current report on Form 6-K filed with
the Commission on December 7, 2023).
Exhibit 15 – New Registration Rights Agreement, dated as of December 6, 2023 (incorporated herein by reference to Exhibit 99.9 to the Issuer’s current report on Form 6-K filed
with the Commission on December 7, 2023).
Schedule 13D | |
CUSIP No.: G2007L121 | Page 13 of 13 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
By: | /s/ Scott M. Hendler | ||
Name: | Scott M. Hendler on behalf of O. Andreas Halvorsen (1) | ||
By: | /s/ Scott M. Hendler | ||
Name: | Scott M. Hendler on behalf of David C. Ott (2) | ||
By: | /s/ Scott M. Hendler | ||
Name: | Scott M. Hendler on behalf of Rose S. Shabet (3) |
(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as
an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was
previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).
(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an
Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was
previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).
(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an
Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was
previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).
December 8, 2023
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).