Cazoo Announces Restructuring Agreement with Noteholders to Materially Reduce its Debt and Improve its Capital Structure

Cazoo Announces Restructuring Agreement with Noteholders to Materially Reduce its Debt and Improve its Capital StructureDebt reduction provides enhanced financial flexibility to support future growth $630 million of Convertible Notes to be cancelled in exchange for $200 million of new senior secured debt and new equity Debt maturity profile remains unchanged, but level of debt is significantly reduced New warrants to be issued to existing shareholders, subject to future performanceLONDON & NEW YORK--(BUSINESS WIRE)-- Cazoo Group Ltd (NYSE: CZOO) (Cazoo or the Company), the UKs leading independent online car retailer, which makes buying and selling a car as simple as ordering any other product online, announces that the Company has entered into a transaction support agreement (the Agreement) with certain noteholders (the Noteholders) representing more than 75% of its $630 million aggregate principal amount of 2.00% Convertible Senior Notes due 2027 (the Convertible Notes) and shareholders representing more than 25% of our outstanding shares. Cazoos current capital structure weighs on the Companys equity notwithstanding its strong cash balance and recent progress towards its goal of profitable growth. PJT Partners LP is serving as exclusive financial advisor and Weil, Gotshal & Manges LLP and Campbells LLP are serving as legal advisor to the Noteholders.On September 19, 2023, the Company received a written notice (the Notice) from the NYSE that it is not in compliance with the continued listing standards set forth in Rule 802.01B of the NYSE Listed Company Manual because its average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported shareholders equity was less than $50 million. 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. 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 Cazoos service offerings and price optimization; (8) effectively promoting Cazoos brand and increasing brand awareness; (9) expanding Cazoos 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 Cazoos business; (16) our inability to consummate the Transactions contemplated by the 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 the New Equity and New Warrants pursuant to the Agreement; (18) the Companys ability to regain compliance with the continued listing standards of the NYSE as set forth in Sections 802.01B of the NYSE Listed Company Manual within the applicable cure period; (19) the Companys 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.