Ajax I
PROPOSED BUSINESS COMBINATION: Cazoo Holdings Limited
ENTERPRISE VALUE: $7.0 billion
ANTICIPATED SYMBOL: CZOO
Ajax I proposes to combine with Cazoo Holdings Limited (“Cazoo” or “the Company”), the UK’s leading online car retailer with a fast-growing presence in Europe.
Cazoo since being founded in 2018, has delivered over 20,000 cars to consumers across the UK who have embraced the selection, transparency and convenience of buying quality used cars entirely online. Following its recent acquisitions, Cazoo is also now Europe’s leading car subscription player with over 6,000 subscribers across the UK, Germany and France.
Cazoo has developed a market leading platform and brand with a fully integrated model where it owns and reconditions all its cars before offering them for sale on its website for either delivery or collection in as little as 72 hours. Already the leading online car retailer in the UK, Cazoo has begun its international expansion as it seeks to digitally disrupt the $700bn European used car market which remains overwhelmingly offline.
As one of Europe’s fastest-growing businesses, Cazoo expects to achieve revenues approaching $1bn in 2021, a growth rate of more than 300% in its second full year of operations and has already built a team of over 1,800 across the UK, Germany, France and Portugal. The company will continue to be led by its Founder & CEO, Alex Chesterman OBE,
Cazoo Investment Highlights
- Significant $700bn TAM opportunity: UK & European highly fragmented used car markets are ripe for digital disruption with no dealer group having more than 5% market share
- Hypergrowth: over 20,000 cars already delivered in UK with annual run-rate revenues exceeding $600m in the first quarter of 2021. Cazoo expects revenues approaching $1 billion in 2021, growing 300%+ YoY with positive and scaling unit economics and multi-year high growth rate ahead
- Efficient model with clear growth drivers: increasing online buying adoption, multiple ancillary revenue opportunities, subscription service, new cars and market share gains in UK and Europe
- Market-leading proposition and execution: fully integrated model with in-house reconditioning & logistics, leveraging proprietary data and technology to underpin growth and profitability
- World-class team: unrivalled track record, led by Alex Chesterman OBE, one of Europe’s most successful serial founders and digital entrepreneurs
- M&A expertise: significant experience and background in executing game-changing M&A deals and strategic partnerships
TRANSACTION
- The transaction values the combined company at a pro forma enterprise value of approximately $7.0 billion and a pro forma equity value of approximately $8.1 billion.
- The transaction includes up to $805 million AJAX cash in trust, assuming no redemptions by AJAX shareholders, and an $800 million fully committed PIPE at $10.00 per share led by the AJAX sponsors and D1 Capital Partners and joined by new and existing investors including Altimeter, funds & accounts managed by BlackRock, Counterpoint Global (Morgan Stanley) and Fidelity Management and Research Company LLC, Marcho Partners, Mubadala Capital, Pelham Capital, Senator Investment Group and Spruce House Partnership.
- The AJAX sponsor team, led by Dan Och, and including Glenn Fuhrman, Steve Ells, Jim McKelvey, Kevin Systrom and Anne Wojcicki have personally committed $200 million to the PIPE.
- Assuming no redemptions and after accounting for cash proceeds payable to the existing Cazoo shareholders, the transaction will deliver approximately $1.0 billion in gross cash proceeds to the combined company, enabling Cazoo to further build out its brand and infrastructure and supporting Cazoo’s mission to continue to transform the car buying experience across Europe.
- Assuming no redemptions by AJAX shareholders, Cazoo’s existing shareholders will hold approximately 79% of the shares of the combined company on closing.

PIPE
- $800 million fully committed PIPE at $10.00 per share led by:
- The AJAX sponsors and D1 Capital Partners
- New and existing investors including Altimeter, funds & accounts managed by BlackRock, Counterpoint Global (Morgan Stanley) and Fidelity Management and Research Company LLC, Marcho Partners, Mubadala Capital, Pelham Capital, Senator Investment Group and Spruce House Partnership.
- The AJAX sponsor team, led by Dan Och, and including Glenn Fuhrman, Steve Ells, Jim McKelvey, Kevin Systrom and Anne Wojcicki have personally committed $200 million to the PIPE.
LOCK-UP
- The Sponsor agreed not to transfer the Listco Class A Shares issued to it upon conversion of the Ajax Class B ordinary shares during the period ending on the earlier of:
- (i) two years after the Closing Date and
- (ii) subsequent to the Closing Date,
- (x) if the last reported sale price of the Listco Class A Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date or
- (y) the date on which Listco completes a liquidation, merger, share exchange, reorganization or other similar transaction
NOTABLE CONDITIONS TO CLOSING
- The Aggregate Transaction Proceeds shall be equal to or greater than $1,000,000,000
NOTABLE CONDITIONS TO TERMINATION
- By either AJAX or the Company if the Business Combination is not consummated on or before October 29, 2021 (the “Termination Date”)
ADVISORS
- Credit Suisse International and Goldman Sachs International are acting as lead financial advisors to Cazoo.
- Numis is also acting as financial advisor to Cazoo.
- Freshfields Bruckhaus Deringer is acting as legal counsel to Cazoo.
- J.P. Morgan Securities LLC is acting as financial advisor to AJAX I.
- PJT is also a financial advisor to AJAX I.
- Citigroup is acting as capital markets advisor to AJAX I.
- Goldman Sachs International is acting as lead placement agent on the PIPE.
- Citigroup and J.P. Morgan Securities LLC are also acting as placement agents on the PIPE.
- Kirkland & Ellis LLP is acting as legal counsel to AJAX I.
MANAGEMENT & BOARD
Executive Officers
Daniel Och, 56
Chief Executive Officer, Chairman, and Director
Mr. Och began his career at Goldman Sachs in 1982 in the Risk Arbitrage Department. Mr. Och was later named Head of Proprietary Trading in the Equities Division and Co-Head of U.S. Equities Trading. In 1994, Mr. Och left Goldman Sachs and founded the asset management firm, Och-Ziff, where he served as Chief Executive Officer for 24 years until February 2018 and Chairman of the Board of Directors until March 2019. Mr. Och focuses on investment activities through Willoughby Capital Holdings, LLC (“Willoughby Capital”) his family office which was established in 2009. Mr. Och is also a committed philanthropist through his private foundation, the Jane and Daniel Och Family Foundation, founded in 2008. Mr. Och serves on several charitable boards, including the Robin Hood Foundation and the NewYork-Presbyterian Hospital, where his foundation recently endowed the Daniel and Jane Och Spine Hospital. Mr. Och is also a member of the Wharton Board of Overseers, the Board of the Museum of Modern Art, and serves as a Trustee of the U.S. Ski and Snowboard Foundation. Mr. Och is an active supporter of Israel and Jewish causes through his work with UJA-Federation New York and Birthright Israel. On September 29, 2016, in connection with his prior position as Chief Executive Officer and Chairman of the Board of Och-Ziff, Mr. Och, without admitting or denying any of the allegations, settled with the SEC in connection with an investigation of certain payments made by Och-Ziff, directly or indirectly through intermediaries, between the period from 2007 through 2011 to high ranking government officials in the Democratic Republic of the Congo. Mr. Och agreed to cease and desist from committing or causing any violations and any future violations of Section 13(b)(2)(A) of the Exchange Act and agreed to a settlement payment of $ 2,173,718 in disgorgement and interest. The SEC did not allege any anti-fraud violations, intentional misrepresentations or willful misconduct on the part of Mr. Och. Mr. Och holds a Bachelor of Science in Finance from the Wharton School of the University of Pennsylvania.
Glenn Fuhrman, 55
President and Director
Mr. Fuhrman spent the first ten years of his career at Goldman Sachs, where he rose to the position of Managing Director and Head of the Special Investments Group. While at Goldman Sachs, Mr. Fuhrman served on the Investment Committees of three of Goldman Sachs’ Private Equity Partners’ funds, a series of multi-manager private equity funds, and on the Boards of Directors of several other private investment funds for the partners and employees of Goldman Sachs. In 1998, Mr. Fuhrman left Goldman Sachs and co-founded MSD Capital (“MSD”), the private investment firm of Michael Dell, the founder and Chief Executive Officer of Dell Technologies. During Mr. Fuhrman’s 22 year tenure at MSD, he served as Co-Managing Partner and Co-Head of the Investment Committee, overseeing a diverse array of investments, including venture capital, growth equity, minority investments in large public and private companies and significant investments for control in corporate buyouts and real estate. Mr. Fuhrman also served as the Co-Managing Partner of MSDC Management, L.P., an SEC-registered investment adviser that raised billions of dollars from a select group of outside investors, which focused on strategies initially developed by MSD. Mr. Fuhrman currently serves as the Chief Executive Officer and Founder of his family office, Virtru Investment Partners. Mr. Fuhrman is a Trustee of NewYork-Presbyterian Hospital, the Museum of Modern Art in New York, the Tate Americas Foundation, and a Board Member of the 92nd Street Y, the Institute of Contemporary Art in Philadelphia, and the Federal Enforcement Homeland Security Foundation. Mr. Fuhrman is also the Founder of the FLAG Art Foundation in New York. In 2013, Mr. Fuhrman and his wife Amanda Fuhrman sponsored the creation of the nation’s largest free Wi-Fi network covering ninety-five city blocks in Harlem. In 2019, the Fuhrman’s launched the annual FLAG Award for Teaching Excellence which most recently awarded twenty-two extraordinary NYC Public School Teachers cash awards ranging from $500 to $25,000 in the Spring of 2020. Mr. Fuhrman received his Master of Business Administration in 1988 from the Wharton School at the University of Pennsylvania after sub-matriculating from the undergraduate program, where he studied Finance and Art History and received a Bachelor of Science and Economics, summa cum laude, in 1987.
J. Morgan Rutman, 58
Chief Financial Officer and Director
Mr. Rutman currently serves as the President of Willoughby Capital. Mr. Rutman began his investment career in 1985 at Dillon Read as an analyst in its merger arbitrage department. Mr. Rutman moved to Steinhardt Partners in 1986 to co-manage their merger arbitrage portfolio. Mr. Rutman co-founded Farallon Partners in 1990 and Harvest Management LLC in 1993, which he managed until early 2008. Mr. Rutman graduated with honors from the Whittemore School of Business and Economics at the University of New Hampshire. He served on the Board of the University of New Hampshire Foundation, Inc. from 2001 – 2011, heading its Investment Committee from 2009 until 2011. Mr. Rutman rejoined the Board of the University of New Hampshire Foundation, Inc. in 2013, serving as Chairman from 2014 – 2016. Mr. Rutman was appointed to the University of New Hampshire System Board as a Trustee in 2016, where he serves as the chair of the Investment and Finance Committee since 2016.
Board of Directors
Steve Ells, 55
Director
Mr. Ells is the founder and former Executive Chairman & CEO of Chipotle Mexican Grill. Prior to launching Chipotle, Mr. Ells worked for two years at Stars restaurant in San Francisco., where he was inspired by the local taquerias. Mr. Ells returned home to Denver in hopes of opening a similarly themed establishment and founded Chipotle in 1993. Under his direction, the chain grew substantially, serving naturally raised protein and promoting sustainable agriculture. Mr. Ells served as Chief Executive Officer of the chain from 1993 until 2009, when he split Co-Chief Executive Officer duties with Monty Moran. Mr. Ells returned as sole Chief Executive Officer from 2016 to 2017. Mr. Ells received a Bachelor of Arts degree from the University of Colorado at Boulder and is also a 1990 Culinary Institute of America graduate.
Jim McKelvey, 54
Director
Mr. McKelvey is a serial entrepreneur, businessperson and philanthropist. Most notably, Mr. McKelvey co-founded payments firm Square, Inc. in 2009. Mr. McKelvey served as the Chairman of its Board of Directors until 2010. Mr. McKelvey served as the Chairman of its Board of Directors until 2010. Mr. McKelvey remains on Square’s Board, but started a new company, Invisibly, in 2017, which powers micropayments for the news and publishing industries. Mr. McKelvey is also a General Partner of Fintop Capital. In January 2017, Mr. McKelvey was appointed as an Independent Director of the St. Louis Federal Reserve, where he serves as Vice Chairman. Mr. McKelvey has numerous philanthropic interests, the most notable being Washington University in St. Louis, where he serves on the Board of Trustees and the engineering school is named after his father. In 2013, Mr. McKelvey co-founded LaunchCode, a non-profit organization that aims to grow new talent and create pathways to on-the-job training and employment. Mr. McKelvey is a master glass artist and authored the top textbook on glassblowing. He co-founded Third Degree Glass Factory, one of the top international centers for glass artwork. Mr. McKelvey graduated from Washington University with a Bachelor of Science in Computer Science and Economics in 1987.
Kevin Systrom, 36
Director
Mr. Systrom is the former CEO and Co-Founder of Instagram. Mr. Systrom was CEO of Instagram for eight years from 2009 to 2018, overseeing the company’s business strategy and product roadmap. Under Mr. Systrom’s leadership, Instagram scaled its community substantially, all while launching innovative efforts in creativity tools, video and chat products. Mr. Systrom also oversaw the launch and growth of Instagram’s advertising products on feed and stories. In 2012, Instagram was acquired by Facebook, Inc. and Mr. Systrom retained his title as CEO of Instagram. In 2018, Mr. Systrom announced that he would step down from his role within Facebook. Before starting Instagram, Mr. Systrom held positions at Odeo, which would become Twitter, and Google in marketing, product, and corporate development roles. Mr. Systrom also served on the the board of directors of Wal-Mart Stores, Inc., from September 2014 until April 2018. Mr. Systrom graduated in 2006 from Stanford University with a Bachelor of Science in Management Science and Engineering.
Anne Wojcicki, 47
Director
Ms. Wojcicki is the Co-Founder and CEO of 23andMe, with a mission to help people access, understand and benefit from the human genome. 23andMe pioneered direct-to-consumer genetic testing. Ms. Wojcicki graduated from Yale University with a Bachelor of Science in Biology in 1996.
