TAMPA,
Fla., Jan. 2, 2025 /PRNewswire/ -- Lazydays
Holdings, Inc. ("Lazydays," the "Company," "we" or "us") (NasdaqCM:
GORV) today announced that the special independent committee of its
Board of Directors has set terms for the Company's previously
announced rights offering (the "Rights Offering") and set the
record date of January 13, 2025 (the
"Record Date") for the Rights Offering.
Holders of our Common Stock and warrants to acquire our Common
Stock (excluding clients of Alta Fundamental Advisers LLC and
Coliseum Capital Management, LLC, who have waived their and their
respective affiliates' rights to receive the Rights to the extent
any of them are holders as of the Record Date) (such non-excluded
holders, collectively, the "Holders") as of the Record Date will
receive one non-transferable right ("Right") for every share of
Common Stock owned or issuable upon exercise or conversion of
warrants owned as of the Record Date. Each Right will entitle the
Holder to purchase 1.27 shares of our Common Stock at a cash
subscription price per whole share of our Common Stock equal to
$1.03 per share of our Common Stock
(the "Subscription Price").
Each Right consists of a basic subscription right (the "Basic
Subscription Right") and an over-subscription right (the
"Over-Subscription Right"). The Rights under the Basic Subscription
Right will be distributed in proportion to Holders' holdings on the
Record Date. If some Holders exercise their Basic Subscription
Right in full, and other Holders do not, the exercising Holders
will be entitled to an Over-Subscription Right to purchase a
portion of the unsubscribed shares at the Subscription Price,
subject to the availability and pro rata allocation of Common Stock
among persons exercising the Over-Subscription Right.
Assuming the Rights Offering is fully subscribed, the Company
currently expects to receive aggregate gross proceeds of
$25,000,000, before expenses, and the
Company expects to issue 24,271,844 shares of the Company's Common
Stock.
The Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on February 5, 2025, the expected expiration date of
the Rights Offering. The Company may extend the period for
exercising the Rights. Rights which are not exercised by the
expiration date of the Rights Offering will expire and will have no
value.
As further described in the registration statement on Form S-1
relating to the Rights Offering (as amended) filed with the U.S.
Securities and Exchange Commission (the "SEC"), the Company expects
that the net proceeds of the Rights Offering will be used for
working capital and general corporate purposes, including repayment
of indebtedness.
The shares of Common Stock to be issued upon exercise of the
Rights will be listed for trading on the Nasdaq under the symbol
"GORV." The Rights are non-transferable and the Company will not be
listing the Rights on Nasdaq or any other national securities
exchange.
Neither the Company, the special independent committee nor its
Board of Directors has made or will make any recommendation to
Holders regarding the exercise of Rights. Holders should make an
independent investment decision about whether or not to exercise
their Rights based on their own assessment of the Company's
business and the Rights Offering.
Questions about the Rights Offering or requests for a copy of
the prospectus related to the Rights Offering, when available, may
be directed to the Information Agent, Broadridge Corporate Issuer
Solutions, LLC at 888-789-8409 or via email at
shareholder@broadridge.com.
A registration statement relating to these securities has been
filed with the SEC but has not yet become effective. The securities
may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. The information
herein is not complete and is subject to change. 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. This document is not
an offering, which can only be made by the prospectus and any
prospectus supplements for the Rights Offering, which should be
read carefully before investing.
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, 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 press
release.
Contact
investors@lazydays.com
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SOURCE Lazydays RV
