Transactions meaningfully reduce debt,
interest and preferred stock dividend payments, add substantial
cash to the balance sheet, and position Lazydays to return to
profitability
Company expected to have $35 million of cash, bringing net debt down to
$26 million
TAMPA,
Fla., Nov. 15, 2024 /PRNewswire/ -- Lazydays
Holdings, Inc. ("Lazydays," the "Company," "we" or "us")
(NasdaqCM: GORV) today announced a series of transformative
transactions designed to provide the Company with a significantly
strengthened financial foundation and a more focused dealership
portfolio. These transactions, which include a comprehensive
recapitalization and certain asset sales, will result in meaningful
reductions in the Company's debt, interest and preferred stock
dividend payments, substantial added cash to the balance sheet, and
an improvement in the underlying earnings power of the
business.
Transaction Highlights
- We agreed to sell seven dealerships, including real estate
where applicable, and issue common stock to certain indirect
subsidiaries of Camping World Holdings, Inc. ("Camping World") for
a combined $65.5 million, subject to
conditions.
- We agreed to sell one additional dealership asset to a separate
buyer for $8 million, subject to
conditions.
- We closed a $30 million common
equity PIPE at $1.03 per share with
clients of Alta Fundamental Advisers and Coliseum Capital
Management (collectively, the "PIPE Investors").
- We plan to launch a $25 million
rights offering at $1.03 per share,
allowing all our common stockholders (other than the PIPE Investors
and Camping World) to purchase common stock at the same price as
PIPE Investors, subject to the U.S. Securities and Exchange
Commission declaring a registration statement on Form S-1
effective.
- We agreed to exchange all outstanding convertible preferred
stock for common stock at $1.03 per
share, eliminating our preferred stock liquidation preference,
preferred dividend requirement and other preferred stockholder
rights, subject to conditions.
- We executed an amendment to the credit facility with the
Company's lender group led by Manufacturers and Traders Trust
Company ("M&T Bank"), providing significant financial
flexibility.
- The transactions will collectively result in $65 million reduction of debt, elimination of
$68 million preferred stock
liquidation preference, and $16
million reduction of interest and preferred dividend
payments.
- Pro forma for the transactions (excluding proceeds and shares
from the proposed rights offering), Lazydays is expected to have
$35 million of cash on the balance
sheet, debt of $61 million (excluding
floor plan financings), and 119.5 million shares of common stock
outstanding.
"We are pleased to announce these transformative transactions,
which streamline our portfolio, strengthen our balance sheet and
enhance our financial flexibility for the benefit of the Company
and all of our stakeholders – investors, customers, OEM partners,
and employees," said Robert
DeVincenzi, Chairman of Lazydays. "Collectively, these
transactions represent a critical step in the revitalization of
Lazydays' business and demonstrate the confidence that investors
have in our long-term success. We are grateful for the support we
have received from Alta, Coliseum, Camping World and our lender
group led by M&T Bank, and look forward to building upon the
robust financial foundation we have set today to reaffirm Lazydays'
position as a leader in the RV industry."
"Today marks a turning point for the trajectory of Lazydays,"
added Ronald Fleming, Interim CEO of
Lazydays. "The last couple of years have proven challenging as we
navigated the economic environment and determined the optimal path
forward for the business, and I am grateful for the dedication and
hard work of our employees during this time. I am confident that as
a nimbler organization with enhanced liquidity, Lazydays' brightest
days are ahead."
Marcus Lemonis, Chairman and CEO
of Camping World commented, "Lazydays has been a part of the fabric
of the RV industry for over 30 years, and its health is important
to Camping World, the RV industry, and our OEM partners. We are
encouraged to see the Company take the necessary steps to fortify
its balance sheet and make progress towards streamlining its
portfolio."
Mr. DeVincenzi concluded, "Lazydays is an iconic brand with a
longstanding reputation for providing exceptional service and
experiences to RV owners. By monetizing certain assets and
recapitalizing the business, we have committed to upholding
Lazydays' incredible legacy, while restoring stockholder
value."
Asset Sales and Stock Issuance
Lazydays has entered into agreements to sell certain assets,
subject to conditions. Under the terms of the agreements, Lazydays
will sell seven dealerships, including owned real estate for three
of the dealerships, and issue 9.7 million shares of common stock to
Camping World for $65.5 million.
Lazydays will also sell one dealership to a separate buyer for cash
proceeds of $8 million, subject to
conditions. These dispositions will create a leaner, more focused
operational footprint for Lazydays comprised of 15 dealerships
nationwide and over $95 million of
owned real estate value across nine locations.
Comprehensive Recapitalization
In conjunction with the asset sales and stock issuance to
Camping World, Lazydays has entered into securities purchase
agreements with the PIPE Investors for the sale and issuance of
$30 million of common stock through a
private investment in public equity financing exempt from
registration under the Securities Act of 1933 (the "PIPE"). The
PIPE was priced at $1.03 per share,
which will result in the issuance of 29.1 million new shares of
common stock.
The Company plans to file a registration statement on Form S-1
with the U.S. Securities and Exchange Commission for a rights
offering that will provide all common stockholders (other than the
PIPE Investors and Camping World) with the opportunity to purchase
shares of common stock at the same price per share as the PIPE
Investors and Camping World, subject to the registration statement
being declared effective by the U.S. Securities and Exchange
Commission. Holders of the Company's common stock (other than the
PIPE Investors and Camping World) will receive rights to purchase
an aggregate of $25 million of common
stock at a price of $1.03 per
share.
Lazydays has also entered into exchange agreements with the
holders of the Company's outstanding Series A Convertible Preferred
Stock (the "Preferred Stock") to exchange all shares of Preferred
Stock for 66.5 million shares of common stock (the "Preferred Stock
Exchange"), eliminating the current accrued liquidation preference
of the Preferred Stock of $68 million
and annual dividend of $9 million, in
a two-step exchange transaction, with the second exchange being
subject to conditions.
Following closing of the PIPE, the Preferred Stock Exchange and
the share issuance to Camping World as part of the asset sale,
Lazydays expects to have 119.5 million shares of common stock
issued and outstanding.
The Company also executed an amendment to its syndicated credit
facility led by M&T Bank, providing the Company with runway to
execute its operational turnaround. Pursuant to the amendment,
Lazydays received meaningful financial covenant flexibility through
the first quarter of 2026.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any rights, common stock or any
other securities, nor will there be any offer, solicitation or sale
of any rights, the common stock or any other securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful under the securities laws of such state or
jurisdiction.
Advisors
The Company and its Board of Directors were advised by Stoel
Rives LLP, Richards, Layton & Finger, P.A., Miller Buckfire, a Stifel Company, and CR3
Partners.
About Lazydays
Lazydays has been a prominent player in the RV industry since
our inception in 1976, earning a stellar reputation for delivering
exceptional RV sales, service, and ownership experiences. Our
commitment to excellence has led to enduring relationships with
RVers and their families who rely on us for all of their RV
needs.
Our wide selection of RV brands from top manufacturers,
state-of-the-art service facilities, and an extensive range of
accessories and parts ensure that Lazydays is the go-to destination
for RV enthusiasts seeking everything they need for their journeys
on the road. Whether you're a seasoned RVer or just starting your
adventure, our dedicated team is here to provide outstanding
support and guidance, making your RV lifestyle truly
extraordinary.
Lazydays is a publicly listed company on the Nasdaq stock
exchange under the ticker "GORV."
Forward Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "Safe-Harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward looking
statements include statements regarding our goals, plans,
projections and guidance regarding our financial position, results
of operations, market position, pending and potential future
financing transactions and business strategy, and often contain
words such as "project," "outlook," "expect," "anticipate,"
"intend," "plan," "believe," "estimate," "may," "seek," "would,"
"should," "likely," "goal," "strategy," "future," "maintain,"
"continue," "remain," "target" or "will" and similar references to
future periods. Examples of forward-looking statements in this
press release include, among others, the benefits of the
transactions described herein, the future financial performance of
the Company following such transactions and statements regarding
the planned rights offering.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events that depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance, and our actual results of operations, financial
condition and liquidity and development of the industry in which we
operate may differ materially from those made in or suggested by
the forward-looking statements in this press release. The risks and
uncertainties that could cause actual results to differ materially
from estimated or projected results include, without limitation,
future economic and financial conditions (both nationally and
locally), changes in customer demand, our relationship with, and
the financial and operational stability of, vehicle manufacturers
and other suppliers, risks associated with our indebtedness
(including our ability to obtain further waivers or amendments to
credit agreements, the actions or inactions of our lenders,
available borrowing capacity, our compliance with financial
covenants and our ability to refinance or repay indebtedness on
terms acceptable to us), acts of God or other incidents which may
adversely impact our operations and financial performance,
government regulations, legislation and others set forth throughout
under the headers "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Risk Factors"
and in the notes to our financial statements, in our most recent
Quarterly Report on Form 10-Q, Annual Report on Form 10-K and from
time to time in our other filings with the U.S. Securities and
Exchange Commission. We urge you to carefully consider this
information and not place undue reliance on forward-looking
statements. We undertake no duty to update our forward-looking
statements, which are made as of the date of this release.
Contact
investors@lazydays.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/lazydays-announces-comprehensive-recapitalization-and-asset-sales-resulting-in-significantly-strengthened-balance-sheet-and-streamlined-operational-footprint-302307196.html
SOURCE Lazydays RV