Transaction Term Sheet. This term sheet (“Term Sheet”) sets forth the material terms for the restructuring and related funding transactions (the “Transaction”) of, among other things, (i) the obligations under that certain Indenture, dated as of October 14, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Senior Secured Notes Indenture”), by and among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands (the “Issuer” and, together with its direct and indirect subsidiaries, the “Company”), the Guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and (ii) the obligations under that certain Indenture, dated as of May 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Convertible Notes Indenture” and, together with the Senior Secured Notes Indenture, the “Indentures”), by and among the Issuer, the Guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Senior Secured Notes Indenture or the Convertible Notes Indenture, as applicable, or, if not defined therein, as defined in the Transaction Support Agreement to which this Term Sheet is attached. Overview The Transaction will provide for, among other things: • A comprehensive restructuring of the Company’s capital structure consistent with the terms and conditions of this Term Sheet that provides funding to the Company and restructures the debt obligations under the Indentures. • The exchange of obligations under the Senior Secured Notes Indenture for new senior secured notes issued by a subsidiary of a Delaware limited partnership (together with its subsidiaries and affiliates, as applicable, “Newco”) or, with the consent of the Requisite Senior Secured Holders, new senior secured term loans to a subsidiary of Newco (such notes or term loans, the “New Senior Secured Debt”), coupled with a private placement (the “Secured Debt Private Placement”) of common equity interests in Newco (and corresponding membership interests in its general partner (“GP”)) to the holders of existing notes under the Senior Secured Notes Indenture, inclusive of a grant of additional common equity interests in Newco (and corresponding membership interests in GP) to participants in the Secured Debt Private Placement, as set forth below. • The satisfaction of the interest amounts due on November 15, 2022 under the Convertible Notes Indenture pursuant to the transactions set forth in steps 3.1(a) and 3.1(c) of the Implementation Steps Memo, and the extinguishment of the obligations under the Convertible Notes Indenture, coupled with a private placement (the “Convertible Notes Private Placement” and, together with the Secured Debt Private Placement, the “Private Placements”) of additional common equity interests in Newco (and corresponding membership interests in GP) to the holders of existing notes under the Convertible Notes Indenture, inclusive of a grant of additional common equity interests in Newco (and corresponding membership interests in GP) to participants in the Convertible Notes Private Placement, as set forth below. Implementation: The Transaction will be consummated pursuant to a Consensual Transaction in all material respects with the terms and conditions of this Term Sheet and pursuant to the steps set forth in the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion. The effective date of the Transaction (the “Effective Date”) will be the date upon which a Consensual Transaction or such other transaction structure or means of implementation, as directed by the Requisite Consenting Holders in their sole discretion, is consummated. On or prior to the Effective Date, Newco will create a new, wholly owned company (in a jurisdiction chosen by the Requisite Consenting Holders in their sole and absolute discretion) (“Finance Co”) as its direct subsidiary, which will in turn create a new, wholly owned Jersey company (“Merger Co”) as its direct subsidiary, and substantially all of the assets of the Issuer will be transferred to Finance Co. Senior Secured Notes Indenture Each noteholder under the Senior Secured Notes Indenture (including, to the extent its commitments are assigned to one of its Related Funds, any such Related Fund, a “Senior Secured Noteholder”) agrees to exchange (the “Secured Exchange”) (i) its Senior Secured Notes (inclusive of the October 15, 2022 interest payment paid or deemed to be paid thereon in-kind and any accrued but unpaid interest, but other than the Bridge Notes) for New Senior Secured Debt at an implied discount of 20% off of the aggregate total principal amount of $136,904,167 of Senior Secured Notes, resulting in the issuance of $109,523,333.60 of New Senior Secured Debt, and (ii) its Bridge Notes for New Senior Secured Debt at face value, resulting in the issuance of an additional $10,000,000 of New Senior Secured Debt. The Senior Secured Noteholders will agree to customary restrictions on the transfer of their existing Notes under the Senior Secured Notes Indenture.
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Transaction Term Sheet. This term sheet (“Term Sheet”) sets forth the material terms for the restructuring and related funding transactions (the “Transaction”) of, among other things, (i) the obligations under that certain Indenture, dated as of October 14, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Senior Secured Notes Indenture”), by and among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands (the “Issuer” and, together with its direct and indirect subsidiaries, the “Company”), the Guarantors party thereto, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and (ii) the obligations under that certain Indenture, dated as of May 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Convertible Notes Indenture” and, together with the Senior Secured Notes Indenture, the “Indentures”), by and among the Issuer, the Guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Senior Secured Notes Indenture or the Convertible Notes Indenture, as applicable, or, if not defined therein, as defined in the Transaction Support Agreement to which this Term Sheet is attached. Overview The Transaction will provide for, among other things: • A comprehensive restructuring of the Company’s capital structure consistent with the terms and conditions of this Term Sheet that provides funding to the Company and restructures the debt obligations under the Indentures. • The exchange of obligations under the Senior Secured Notes Indenture for new senior secured notes issued by a subsidiary of a Delaware limited partnership (together with its subsidiaries and affiliates, as applicable, “Newco”) or, with the consent of the Requisite Senior Secured Holders, new senior secured term loans to a subsidiary of Newco (such notes or term loans, the “New Senior Secured Debt”), coupled with a private placement (the “Secured Debt Private Placement”) of additional New Senior Secured Debt and common equity interests in stock of Newco (and corresponding membership interests in its general partner (“GP”)) to the holders of existing notes under the Senior Secured Notes Indenture, inclusive of a grant of additional common equity interests in stock of Newco (and corresponding membership interests in GP) to participants in the Secured Debt Private Placement, as set forth below. • The satisfaction of the interest amounts due on November 15, 2022 under the Convertible Notes Indenture pursuant to the transactions set forth in steps 3.1(a) and 3.1(c) of the Implementation Steps Memo, and the extinguishment of the obligations under the Convertible Notes Indenture, coupled with a private placement (the “Convertible Notes Private Placement” and, together with the Secured Debt Private Placement, the “Private Placements”) of additional common equity interests in stock of Newco (and corresponding membership interests in GP) to the holders of existing notes under the Convertible Notes Indenture, inclusive of a grant of additional common equity interests in stock of Newco (and corresponding membership interests in GP) to participants in the Convertible Notes Private Placement, as set forth below. Implementation: The Transaction will be consummated pursuant to a Consensual Transaction or a Fallback Scheme in all material respects with the terms and conditions of this Term Sheet and pursuant to the steps set forth in the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion. The effective date of the Transaction (the “Effective Date”) will be the date upon which a Consensual Transaction or a Fallback Scheme, or such other transaction structure or means of implementation, implementation as directed by the Requisite Consenting Holders in their sole discretion, is consummated. On or prior to the Effective Date, Newco will create a new, wholly owned company (in a jurisdiction chosen by the Requisite Consenting Holders in their sole and absolute discretion) (“Finance Co”) as its direct subsidiary, which will in turn create a new, wholly owned Jersey company (“Merger Co”) as its direct subsidiary, and substantially all of the assets of the Issuer will be transferred to Finance Co. Senior Secured Notes Indenture Each noteholder under the Senior Secured Notes Indenture (including, to the extent its commitments are assigned to one of its Related Funds, any such Related Fund, a “Senior Secured Noteholder”) agrees to exchange (the “Secured Exchange”) (i) its Senior Secured Notes such notes held by it (inclusive of the October 15, 2022 interest payment paid or deemed to be paid thereon in-kind and any accrued but unpaid interest, but other than the Bridge Notes) for New Senior Secured Debt at an implied a discount of 20% off of the aggregate total principal amount of $136,904,167 of Senior Secured Notes%, resulting in the issuance of $109,523,333.60 of New Senior Secured Debt, and (ii) its Bridge Notes for New Senior Secured Debt at face value, resulting in the issuance of an additional $10,000,000 of New Senior Secured Debt. The Senior Secured Noteholders will agree to customary restrictions on the transfer of their existing Notes under the Senior Secured Notes Indenture.
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Transaction Term Sheet. This term sheet (the “Term Sheet”) sets forth the material principal terms for the of a proposed financial restructuring and related funding transactions of certain indebtedness (the “Transaction”) of, among other things, of Cazoo Group Ltd (i) the obligations under that certain Indenture, dated as of October 14, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Senior Secured Notes Indenture”), by and among Quotient Limited, a public limited liability no par value company formed under the laws of Jersey, Channel Islands (the “IssuerCazoo” and, together with each of its direct subsidiaries and indirect subsidiariesaffiliates, collectively, the “Company”), ) that have been negotiated between the Guarantors party thereto, Company and U.S. Bank Trust the steering committee of the holders of the Company, National Association, ’s 2.00% Convertible Senior Notes due 2027 representing in excess of 60% of the aggregate principal amount of the Convertible Notes (as trustee defined below) outstanding (the “TrusteeSteering Committee”). This Term Sheet is not legally binding unless it is annexed to the transaction support agreement (“TSA”) and the Support Effective Date (ii) the obligations under that certain Indenture, dated as of May 26, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Convertible Notes Indenture” and, together with the Senior Secured Notes Indenture, the “Indentures”), by and among the Issuer, the Guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Senior Secured Notes Indenture or the Convertible Notes Indenture, as applicable, or, if not defined therein, 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 Support Agreement (as defined below), all of which shall remain subject to which 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 is attachedare denominated in U.S. dollars. Overview Implementation The Transaction will provide for, among other things: • A comprehensive restructuring of the Company’s capital structure consistent with the terms and conditions of this Term Sheet that provides funding to the Company and restructures the debt obligations under the Indentures. • The exchange of obligations under the Senior Secured Notes Indenture for new senior secured notes issued shall be implemented following a vote by a subsidiary of a Delaware limited partnership (together with its subsidiaries and affiliates, as applicable, “Newco”) or, with the consent of the Requisite Senior Secured Holders, new senior secured term loans to a subsidiary of Newco (such notes or term loans, the “New Senior Secured Debt”), coupled with a private placement (the “Secured Debt Private Placement”) of common equity interests in Newco (and corresponding membership interests in its general partner (“GP”)) to the holders of existing notes under the Senior Secured Notes Indenture, inclusive of a grant of additional common equity interests Existing Equity (as defined below) in Newco (and corresponding membership interests in GP) to participants in the Secured Debt Private Placement, as set forth below. • The satisfaction of the interest amounts due on November 15, 2022 under the Convertible Notes Indenture pursuant to the transactions set forth in steps 3.1(a) and 3.1(c) of the Implementation Steps Memo, and the extinguishment of the obligations under the Convertible Notes Indenture, coupled with a private placement (the “Convertible Notes Private Placement” and, together with the Secured Debt Private Placement, the “Private Placements”) of additional common equity interests in Newco (and corresponding membership interests in GP) to the holders of existing notes under the Convertible Notes Indenture, inclusive of a grant of additional common equity interests in Newco (and corresponding membership interests in GP) to participants in the Convertible Notes Private Placement, as set forth below. Implementation: The Transaction will be consummated pursuant to a Consensual Transaction in all material respects with the terms and conditions of this Term Sheet and pursuant to the steps set forth in the Implementation Steps Memo or such other transaction structure or means of implementation as directed by the Requisite Consenting Holders in their sole discretion. The effective date favor of the Transaction (the “Effective Date”) will be the date upon which a Consensual Transaction or such other transaction structure or means of implementation, as directed and entry by the Requisite Consenting Holders in their sole discretionSteering Committee and certain other Convertible Noteholders (as defined below) into transaction agreements, is consummateddocuments, or approvals necessary to implement the Transaction (including the TSA). On or prior The TSA shall include terms customary for a transaction of this kind, including (a) Company support undertakings, (b) undertakings not to pursue an alternative transaction (subject to the Effective Datefiduciary-out provision referenced in the section below titled “Definitive Documents” and subject to clause (iii) below), Newco will create a new(c) disclosure undertakings, wholly owned company (in a jurisdiction chosen by d) representations and warranties, (e) consent rights with respect to the Requisite Consenting Holders in their sole and absolute discretion) (“Finance Co”) as its direct subsidiarymodification of the TSA, which will in turn create a new, wholly owned Jersey company (“Merger Co”) as its direct subsidiarythis Term Sheet, and substantially all of the assets of the Issuer will be transferred to Finance Co. Senior Secured Notes Indenture Each noteholder under the Senior Secured Notes Indenture (including, to the extent its commitments are assigned to one of its Related Funds, any such Related Fund, a “Senior Secured Noteholder”) agrees to exchange (the “Secured Exchange”) (i) its Senior Secured Notes (inclusive of the October 15, 2022 interest payment paid or deemed to be paid thereon in-kind and any accrued but unpaid interest, but other than the Bridge Notes) for New Senior Secured Debt at an implied discount of 20% off of the aggregate total principal amount of $136,904,167 of Senior Secured Notes, resulting in the issuance of $109,523,333.60 of New Senior Secured Debtdefinitive documentation, and (iif) its Bridge Notes for New Senior Secured Debt at face value, resulting in the issuance of an additional $10,000,000 of New Senior Secured Debttermination provisions. The Senior Secured Company and Consenting Noteholders will agree to customary restrictions on contemplate that the transfer of their existing Notes under the Senior Secured Notes Indenture.Transaction shall be implemented substantially as follows:
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