United States securities and exchange commission logo
November 15, 2023
Paul Whitehead
Chief Executive Officer
Cazoo Group Ltd
41 Chalton Street
London NW1 1JD
United Kingdom
Re: Cazoo Group Ltd
Schedule TO-I filed
on November 3, 2023
File No. 005-92835
Dear Paul Whitehead:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-I filed November 3
Description of the Exchange Offer - Minimum Exchange Condition, page 51
1. We note your disclosure
relating to a Scheme Transaction Trigger Event, which
indicates that unless
holders of 100% of the Convertible Notes have agreed to tender, and
not withdraw, their
Convertible Notes by November 17, 2023, you will not complete the
Exchange Offer and will
instead pursue an English structuring plan or scheme of
arrangement. In your
response letter, please provide a detailed legal analysis explaining
why you believe this
Offer structure, including the November 17th deadline, complies
with the requirement
under Rule 13e-4(f)(1)(i) that the offer be open for 20 full business
days.
Description of the Transactions and the Transaction Agreements -
Transaction Support
Agreement, page 68
2. With a view toward
additional disclosure, please clarify how Convertible Notes that are
Paul Whitehead
Cazoo Group Ltd
November 15, 2023
Page 2
validly tendered, and not withdrawn, by a holder who is not a party to
the Transaction
Support Agreement or an Alternative Tender Agreement will be treated
if you pursue a
Scheme Transaction, including with respect to the Scheme Transaction
Incentive. Please
also disclose any plans in the event you pursue a Scheme Transaction
but do not receive
the sanction of an English court for such transaction.
General
3. Please provide a brief statement of the accounting treatment of the
offer, or advise in your
response letter to explain why you do not believe it is material in
the context of this offer.
See General Instruction E to Schedule TO, Item 4 of Schedule TO, and
Item
1004(a)(1)(xi) of Regulation M-A.
4. Please revise Item 7 of the Schedule TO to reflect that the
information on borrowed funds
corresponds to Item 1007(d) of Regulation MA. Refer to Item 7 of
Schedule TO.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at 202-551-3263 or Laura
McKenzie at
202-551-4568.
FirstName LastNamePaul Whitehead Sincerely,
Comapany NameCazoo Group Ltd
Division of
Corporation Finance
November 15, 2023 Page 2 Office of
Mergers & Acquisitions
FirstName LastName