Transaction Term Sheet Sample Clauses
Transaction Term Sheet. This term sheet (the “Term Sheet”) sets forth the principal terms of a proposed financial restructuring of certain indebtedness (the “Transaction”) of Cazoo Group Ltd (“Cazoo” and, together with each of its subsidiaries and affiliates, collectively, the “Company”) that have been negotiated between the Company and the steering committee of the holders of the Company’s 2.00% Convertible Senior Notes due 2027 representing in excess of 60% of the aggregate principal amount of the Convertible Notes (as defined below) outstanding (the “Steering Committee”). This Term Sheet is not legally binding unless it is annexed to the transaction support agreement (“TSA”) and the Support Effective Date (as defined in the TSA) has occurred. This term sheet does not constitute (nor shall it be construed as) an offer or solicitation with respect to any securities of the Company, it being understood that such an offer or solicitation, if any, only will be made in compliance with applicable provisions of securities and/or other applicable laws. This Term Sheet is proffered in the nature of a settlement proposal in furtherance of settlement discussions and is entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence, without prejudice rules under English law, and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. This Term Sheet and the information contained herein is strictly confidential. This Term Sheet does not purport to summarize all of the terms, conditions, covenants, and other provisions that may be contained in the fully negotiated and definitive documentation necessary to implement the Transaction (as defined below), all of which shall remain subject to internal committee approvals, further discussion and negotiation, including such changes to the structure as are necessary or appropriate to implement a mutually acceptable structure, taking regulatory, tax, accounting and legal considerations into account. The regulatory, tax, accounting and other legal and financial matters related to the Transaction have not been fully evaluated, and any such evaluation may affect the terms and structure of the Transaction. Unless otherwise expressly noted, all amounts in this Term Sheet are denominated in U.S. dollars. Implementation The Transaction shall be implemented following a vote by holders of Existing Equity (as defined ...
Transaction Term Sheet. The Transaction Term Sheet (and all schedules, annexes, and exhibits thereof) is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Transaction Term Sheet, including the schedules, annexes, and exhibits thereto, sets forth certain material terms and conditions of the Transaction. Notwithstanding anything else in this Agreement to the contrary, in the event of any inconsistency between this Agreement and the Transaction Term Sheet (including the attachments thereto, as applicable), the Transaction Term Sheet (including the attachments thereto, as applicable) shall control.
Transaction Term Sheet. The Transaction Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Transaction Term Sheet sets forth certain material terms and conditions of the Transaction. Notwithstanding anything else in this Agreement to the contrary, in the event of any inconsistency between this Agreement and the Transaction Term Sheet, this Agreement shall control. For the avoidance of doubt, consummation of the Transaction shall be subject to the execution of the Definitive Documents, the terms and conditions set forth therein, and, if applicable, the Scheme Transaction.
Transaction Term Sheet. The Parties shall use commercially reasonable efforts, acting in good faith, to negotiate and execute any additional documentation governing the Transactions on the terms set forth on the Transaction Term Sheet in accordance with the Documentation Principles.
Transaction Term Sheet. Transactions Subject to the terms and conditions of the TSA, the Company will consummate the following transactions in the order set forth below (the “Transactions”): 1. The Existing Credit Agreement will be amended as set forth in the Summary of Consent Solicitations to, inter alia, remove certain affirmative covenants, negative covenants and events of default. 2. Certain of the Company’s subsidiaries (such subsidiaries, the “A/R Originators”) will enter into a sale and contribution agreement with the Securitization Vehicle pursuant to which, among other things, the A/R Originators will sell (and, in the case of the parent entity of the Securitization Vehicle, contribute) receivables that will serve as collateral for the A/R Securitization Facility to the Securitization Vehicle and the Securitization Vehicle will use the proceeds of the A/R Securitization Facility to pay the purchase price for such sold receivables (the “A/R Purchase Price”).
Transaction Term Sheet. August 21, 2025
Transaction Term Sheet. Existing Revolving Credit Facility The revolving credit facility under the Existing Credit Agreement (the “Existing Revolving Credit Facility”; any loans incurred under such facility outstanding as of the date hereof, the “Existing Revolving Loans” and, the lenders with respect to the Existing Revolving Credit Facility, the “Existing Revolving Lenders”). New Credit Agreement A new first lien credit agreement (the “New Credit Agreement”), which shall include the New Term Loans on the terms set forth in the New Term Loan Term Sheet attached as Exhibit B to the TSA (the “New Term Loan Term Sheet”), the New Revolving Credit Facility on terms set forth in the RCF Commitment Letter and, if applicable, the Non-Extended Revolving Credit Facility on the terms set forth herein. Amended Credit Agreement The Existing Credit Agreement as amended (the “Amended Credit Agreement”) by an amendment on the terms set forth in the Summary of Consent Solicitations – Existing Credit Agreement attached as Exhibit C to the TSA (the “Summary of Consent Solicitations”). Backstop Parties The Consenting Holders that are party to the Commitment and Participation Letter that have committed to fund the Backstop Funding Amount by acquiring the New Money Tranche B-2 Term Loans from Barclays Bank PLC in its capacity as the fronting lender (the “Funding Commitment Party”) (such parties, the “Backstop Parties”). Funding Tranche B-3 Term Loan Lenders Lenders (such Lenders, the “Funding B-3 Term Loan Lenders”) that hold Existing Tranche B-3 Term Loans that agree to fund their pro rata share of the New Tranche B-2 Term Loans in the aggregate amount required to repay in full in cash the Existing Tranche B-2 Term Loans not extended by lenders and holders of Existing Tranche B-2 Term Loans (such amount, the “Tranche B-2 Shortfall Amount”). New Tranche B-2 Term Loans New first lien tranche B-2 term loans with a latest maturity date of June 30, 2028 incurred under the New Credit Agreement on the terms set forth in the New Term Loan Term Sheet (the “New Tranche B-2 Term Loans”). New Tranche B-3 Term Loans New first lien tranche B-3 term loans with a latest maturity date of November 30, 2029 incurred under the New Credit Agreement on the terms set forth in the New Term Loan Term Sheet (the “New Tranche B-3 Term Loans” and, together with the New Tranche B-2 Term Loans, the “New Term Loans”). Steerco That certain steering committee identified by counsel to the Ad Hoc Group to counsel to the Company on th...