As filed with the Securities and Exchange Commission on November 21, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
CAZOO GROUP LTD
(Name of Subject Company (Issuer))
CAZOO GROUP LTD (Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))
2% Convertible Senior Notes due 2027
(Title of Class of Securities)
14986T AA3
(CUSIP Number of Class of Securities)
Paul Whitehead
Chief Executive Officer
Cazoo Group Ltd
41 Chalton Street
London NW1 1JD
United Kingdom
+44 20 3901 3488
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
With copies to:
___________________
Sophie Hosking | Valerie Ford Jacob, Esq. |
___________________
☐ | Check the box if the filing relates solely to preliminary communications before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. | |
☒ | issuer tender offer subject to Rule 13e-4. | |
☐ | going-private transaction subject to Rule 13e-3. | |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”) originally filed by Cazoo Group Ltd, an exempted company incorporated under the laws of the Cayman Islands (“Cazoo” or the “Company”) with the United States Securities and Exchange Commission (the “SEC”) on November 3, 2023, in connection with the exchange offer by Cazoo, in which Cazoo is offering to exchange each $1,000 in principal amount of its $630 million aggregate principal amount of 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/PIK Toggle Senior Secured Notes due 2027 and (2) Class A ordinary shares of the Company which will represent 92% of the total Class A ordinary shares outstanding upon consummation of the exchange offer (collectively, the “Exchange Offer”). The Company’s Exchange Offer is being made upon the terms and subject to the conditions set forth in the Amended and Restated Exchange Offer Memorandum dated November 20, 2023 (as amended or supplemented from time to time, the “Offering Memorandum”), a copy of which is attached to this Schedule TO as Exhibit (a)(1)(B).
This Amendment No. 2 is being filed solely to include in Item 12 a press release issued by Cazoo in connection with the Exchange Offer, a copy of which is filed herewith as Exhibit (a)(5)(iv).
Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO.
You should read this Amendment No. 2 together with the Schedule TO and all exhibits attached thereto, as each may be amended or supplemented from time to time.
Item 12. Exhibits.
(a) Exhibits
Exhibit | Description | |
(a)(1)(A)** | ||
(a)(1)(B)** | Amended and Restated Offering Memorandum, dated November 20, 2023 | |
(a)(2)-(4) | Not Applicable | |
(a)(5)(i) | ||
(a)(5)(ii)** | Press Release, dated November 3, 2023, announcing the launch of the Exchange Offer. | |
(a)(5)(iii) | ||
(a)(5)(iv) | ||
(b) | Not Applicable | |
(d)(1) | ||
(d)(2) | ||
(d)(3) | ||
(d)(4) |
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Exhibit | Description | |
(d)(5) | ||
(d)(6) | ||
(d)(7) | ||
(g) | Not Applicable | |
(h) | Not Applicable | |
107** |
____________
* Filed herewith
** Previously filed
(b) Filing Fee Exhibit
Filing Fee Table.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule��TO is true, complete and correct.
Dated: November 21, 2023 | ||||
CAZOO GROUP LTD | ||||
By: | /s/ Alex Chesterman | |||
Name: Alex Chesterman | ||||
Title: Executive Chairman |
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