0001140361-23-030267.txt : 20230616 0001140361-23-030267.hdr.sgml : 20230616 20230616161743 ACCESSION NUMBER: 0001140361-23-030267 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230616 DATE AS OF CHANGE: 20230616 GROUP MEMBERS: DAVID C. OTT GROUP MEMBERS: O. ANDREAS HALVORSEN GROUP MEMBERS: ROSE S. SHABET GROUP MEMBERS: VIKING GLOBAL EQUITIES II LP GROUP MEMBERS: VIKING GLOBAL EQUITIES MASTER LTD. GROUP MEMBERS: VIKING GLOBAL PERFORMANCE LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cazoo Group Ltd CENTRAL INDEX KEY: 0001859639 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92835 FILM NUMBER: 231021380 BUSINESS ADDRESS: STREET 1: 41 CHALTON STREET CITY: LONDON STATE: X0 ZIP: NW1 1JD BUSINESS PHONE: 442039013488 MAIL ADDRESS: STREET 1: 41 CHALTON STREET CITY: LONDON STATE: X0 ZIP: NW1 1JD FORMER COMPANY: FORMER CONFORMED NAME: Capri Listco DATE OF NAME CHANGE: 20210429 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIKING GLOBAL INVESTORS LP CENTRAL INDEX KEY: 0001103804 IRS NUMBER: 134055118 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 212-672-7050 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 brhc20054513_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*

Cazoo Group Ltd.
(Name of Issuer)

Class A Ordinary Shares, par value $0.002 per share
(Title of Class of Securities)

G2007L204
(CUSIP Number)

Andrew Genser
General Counsel
55 Railroad Avenue
Greenwich, Connecticut 06830
203-863-7050
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 15, 2023
(Date of Event which Requires Filing of this Statement)

If the filing persons has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Schedule 13D
CUSIP No.: G2007L204
Page 2 of 10 Pages
1
NAMES OF REPORTING PERSONS
 
 
VIKING GLOBAL INVESTORS LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,000,000 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,000,000 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,000,000 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1. See Item 5 of the Schedule 13D.

2. The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 19, 2023, and (ii) 3,000,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.


Schedule 13D
CUSIP No.: G2007L204
Page 3 of 10 Pages
1
NAMES OF REPORTING PERSONS
 
 
Viking Global Performance LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,000,000 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,000,000 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,000,000 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

1. See Item 5 of the Schedule 13D.

2. The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the Commission on May 19, 2023, and (ii) 3,000,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.
 

Schedule 13D
CUSIP No.: G2007L204
Page 4 of 10 Pages
1
NAMES OF REPORTING PERSONS
 
 
Viking Global Equities Master Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,940,000 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,940,000 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,940,000 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.1% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

1. See Item 5 of the Schedule 13D.

2. The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the Commission on May 19, 2023, and (ii) 3,000,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.
 

Schedule 13D
CUSIP No.: G2007L204
Page 5 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
Viking Global Equities II LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
WC
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
60,000 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
60,000 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
60,000 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
0.1% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

1. See Item 5 of the Schedule 13D.

2. The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the Commission on May 19, 2023, and (ii) 3,000,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.


Schedule 13D
CUSIP No.: G2007L204
Page 6 of 10 Pages
1
NAMES OF REPORTING PERSONS
 
 
O. ANDREAS HALVORSEN
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Norway
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,000,000 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,000,000 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,000,000 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

1. See Item 5 of the Schedule 13D.

2. The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the Commission on May 19, 2023, and (ii) 3,000,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.
 

Schedule 13D
CUSIP No.: G2007L204
Page 7 of 10 Pages
1
NAMES OF REPORTING PERSONS
 
 
DAVID C. OTT
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 

 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,000,000 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,000,000 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,000,000 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 

 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

1. See Item 5 of the Schedule 13D.

2. The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the Commission on May 19, 2023, and (ii) 3,000,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.
 

Schedule 13D
CUSIP No.: G2007L204
Page 8 of 10 Pages
1
NAMES OF REPORTING PERSONS
 
 
ROSE S. SHABET
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)

(b)
 
 
3
SEC USE ONLY
 
 

 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,000,000 (1)
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,000,000 (1)
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,000,000 (1)
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.2% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

1. See Item 5 of the Schedule 13D.

2. The percentages set forth herein are calculated based on (i) 38,660,416 Ordinary Shares outstanding as of May 12, 2023, as reported in Exhibit 99.1 to the Issuer’s current report on Form 6-K filed with the Commission on May 19, 2023, and (ii) 3,000,000 Ordinary Shares that the Reporting Persons currently have the right to acquire within 60 days upon conversion of the Notes.


Schedule 13D
CUSIP No.: G2007L204
Page 9 of 10 Pages
EXPLANATORY NOTE

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 6 to the Schedule 13D (“Amendment No. 6”) amends certain items of the Schedule 13D filed with the Commission on September 19, 2022, as amended and supplemented by Amendment No. 1 filed with the Commission on November 10, 2022, Amendment No. 2 filed with the Commission on February 27, 2023, Amendment No. 3 filed with the Commission on March 21, 2023, Amendment No. 4 filed with the Commission on April 27, 2023, and Amendment No. 5 filed with the Commission on May 16, 2023 (collectively, the “Schedule 13D”), relating to the Class A Ordinary Shares, par value $0.002 per share (the “Ordinary Shares”), of Cazoo Group Ltd., a Cayman Islands exempted company (the “Issuer”).  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4.
Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On June 15, 2023, the Funds and the other parties to the Cooperation Agreement entered into Amendment No. 1 to the Cooperation Agreement (the “Amendment”).  Pursuant to the Amendment, the term of the Cooperation Agreement has been extended to September 30, 2023.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 9 to this Schedule 13D and is incorporated by reference herein.

Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 4 of this Amendment No. 6 is incorporated by reference herein.

Except as otherwise set forth in the Schedule 13D, as amended by this Amendment No. 6, there are no contracts, arrangements, understandings or relationships between the Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer.

Item 7.
Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 9 – Amendment No. 1 to the Cooperation Agreement, dated June 15, 2023.


Schedule 13D
CUSIP No.: G2007L204
Page 10 of 10 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

By:
/s/ Scott M. Hendler
 
Name:
Scott M. Hendler on behalf of O. Andreas Halvorsen (1)
 
By:
/s/ Scott M. Hendler
 
Name:
Scott M. Hendler on behalf of David C. Ott (2)
 
By:
/s/ Scott M. Hendler
 
Name:
Scott M. Hendler on behalf of Rose S. Shabet (3)

(1) Scott M. Hendler is signing on behalf of O. Andreas Halvorsen, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Halvorsen on February 12, 2021 (SEC File No. 005-49737).

(2) Scott M. Hendler is signing on behalf of David C. Ott, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Mr. Ott on February 12, 2021 (SEC File No. 005-49737).

(3) Scott M. Hendler is signing on behalf of Rose S. Shabet, individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, and on behalf of itself and VIKING GLOBAL EQUITIES II LP and VIKING GLOBAL EQUITIES MASTER LTD., pursuant to an authorization and designation letter dated February 9, 2021, which was previously filed with the Commission as an exhibit to a Form 13G filed by Ms. Shabet on February 12, 2021 (SEC File No. 005-49737).

June 16, 2023

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).



EX-99.9 2 brhc20054513_ex9.htm EXHIBIT 9

Exhibit 9

AMENDMENT NO. 1 TO THE COOPERATION AGREEMENT
 
June 15, 2023
 
THIS AMENDMENT NO. 1 (this “Amendment”) to the Cooperation Agreement, dated as of March 17, 2023 (the “Agreement”), is entered into by and among (i) Viking Global Equities Master Fund, Ltd. and Viking Global Equities II LP; (ii) Farallon Capital Europe LLP, for and on behalf of funds, accounts and/or entities managed or advised by it; (iii) Inherent ESG Opportunity Master, LP, Inherent Credit Opportunities Master, LP, and Inherent Private Opportunities 2021, LP; (iv) D1 Capital Partners Master LP; and (v) MIC Capital Management UK LLP, for and on behalf of funds, accounts and/or entities managed or advised by it, MIC Capital Management 38 RSC Ltd and 94th Investment Company LLC (each, a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.
 
WHEREAS, the Parties desire to extend the term of the Agreement.
 
NOW, THEREFORE, in consideration of the foregoing recitals, the terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:
 
(A)          Extension of the Term. Each of the Parties hereby agrees to amend Section 3 of the Agreement by replacing the words “June 30, 2023” with the words “September 30, 2023.”
 
(B)          Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
 
(C)          Governing Law. This Joinder shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction.
 
(D)          Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.
 
*   *   *   *   *


IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.
 
VIKING GLOBAL EQUITIES MASTER LTD.,
By: Viking Global Performance LLC, its investment manager

By:
/s/ Scott M. Hendler
Name:Scott M. Hendler
Title:Authorized Signatory

VIKING GLOBAL EQUITIES II LP,
By: Viking Global Performance LLC, its general partner

By:
/s/ Scott M. Hendler
Name:Scott M. Hendler
Title:Authorized Signatory

 

Contact Information for all Parties above:



c/o Viking Global Investors LP

55 Railroad Avenue

Greenwich, CT 06830

Attention: General Counsel



with a mandatory copy to:

 

legalnotices@vikingglobal.com


IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.

FARALLON CAPITAL EUROPE LLP, for and on behalf of funds, accounts and/or entities managed or advised by it

By:
/s/ Gregory Lassman


Name: Gregory Lassman 

 

Contact Information for all Parties above:

 

11th Floor Orion House

5 Upper St Martin’s Lane

London WC2H 9EA

United Kingdom


IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.
 
INHERENT ESG OPPORTUNITY MASTER, LP
By: Inherent Group, LP, its investment manager
By: Inherent Group GP, LLC, its general partner

By:
/s/ Michael Ellis


Name: Michael Ellis


Title: Managing Director


INHERENT CREDIT OPPORTUNITIES MASTER, LP
By: Inherent Group, LP, its investment manager
By: Inherent Group GP, LLC, its general partner

By:
/s/ Michael Ellis


Name: Michael Ellis


Title: Managing Director


INHERENT PRIVATE OPPORTUNITIES 2021, LP
By: Inherent Group, LP, its investment manager
By: Inherent Group GP, LLC, its general partner

By:
/s/ Michael Ellis

Name:
Michael Ellis

Title:
Managing Director


Contact Information for all Parties above:

530 Fifth Ave., #702
New York, NY 10036


IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.

D1 CAPITAL PARTNERS MASTER LP
By: D1 Capital Partners GP Sub LLC, its general partner

By:
/s/ Amanda Hector


Name: Amanda Hector


Title: General Counsel / CCO


 

Contact Information:


 

c/o D1 Capital Partners L.P.


9 W 57th St., 36th Floor


New York, NY 10019


Attention: General Counsel


 

with a mandatory copy to:


 

legalnotices@d1capital.com



IN WITNESS WHEREOF, the parties hereto have entered into and executed this Amendment No. 1 to the Cooperation Agreement as of the date first above written.

MIC Capital Management UK LLP, for and on behalf of funds, accounts and/or entities managed or advised by it
 

By:
/s/ Rodney Cannon



Name: Rodney Cannon

 
Title: Authorised Signatory

 
MIC Capital Management 38 RSC Ltd





By:
/s/ Matthew Ryan



Name:  Matthew Ryan



Title: Authorised Signatory





94th Investment Company LLC

 

By:
/s/ Emma Al Jahouri


 
Name: Emma Al Jahouri


 
Title: Authorised Signatory