RumbleOn, Inc. (NASDAQ: RMBL) (the "Company" or "RumbleOn")
announced today that its Board of Directors has fixed the close of
business on November 13, 2023 as the record date (the “Record
Date”) for its previously announced proposed $100.0 million equity
rights offering (the “Rights Offering”), which was initially
announced by press release dated August 9, 2023 and filed with the
Form 8-K filed with the U.S. Securities and Exchange Commission
(“SEC”) on August 11, 2023.
Under the terms of the Rights Offering, the Company expects to
distribute non-transferable subscription rights (the “Subscription
Rights”) to each holder of its Class A common stock and Class B
common stock (together, the “Eligible Stockholders”) as of the
Record Date. The subscription period for the Rights Offering is
expected to commence on or about November 13, 2023, and terminate
approximately 16 calendar days thereafter, on November 28, 2023.
All Eligible Stockholders as of the Record Date will have the
opportunity to participate in the $100.0 million proposed Rights
Offering on a pro rata basis. Each Eligible Stockholder will
receive one Subscription Right per share of the Company’s Class A
common stock and Class B common stock held by such Eligible
Stockholder as of the Record Date.
The Company has not yet determined the subscription price to be
paid upon exercise of the Subscription Rights. The Company expects
to determine and announce the remaining terms of the Rights
Offering prior to the commencement of the Rights Offering.
The Company has put in place a backstop arrangement in the event
that shareholders do not subscribe for a sufficient number of
shares in the Rights Offering to raise gross proceeds of $100
million. In particular, the proposed Rights Offering is fully
backstopped by Mark Tkach, William Coulter and Stone House Capital
Management, LLC, a Delaware limited liability company
(collectively, the “Standby Purchasers”), under a Purchase
Agreement, which commits the Standby Purchasers to purchase any and
all shares of Class B common stock unsubscribed for in the Rights
Offering pursuant to a backstop private placement, subject to
certain pricing requirements set forth therein and customary
closing conditions, including completion of the proposed Rights
Offering by December 1, 2023.
As previously disclosed, RumbleOn intends to use $50 million of
the net proceeds of the Rights Offering to prepay a portion of its
outstanding debt under that certain Term Loan Credit Agreement,
dated as of August 31, 2021 with Oaktree Fund Administration, LLC,
with the remainder being available to fund the growth and
development of the Company’s business, including for possible
acquisitions and other corporate purposes.
Other Important Information
The Registration Statement relating to the proposed Rights
Offering has been filed with the SEC, but has not yet become
effective. The Company intends to make the proposed Rights Offering
pursuant to such Registration Statement and a final prospectus to
be filed with the SEC as soon as practicable following the Record
Date. 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, including the expected terms of the
proposed Rights Offering, is not complete and is subject to change.
Certain information, such as the proposed subscription price of the
Subscription Rights, has not yet been determined. The Company
reserves the right to cancel or terminate the planned Rights
Offering at any time. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any
Subscription Rights or any other securities to be issued in the
proposed Rights Offering or any related transactions, nor shall
there be any offer, solicitation or sale of Subscription Rights or
any other securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Copies of the prospectus, when it becomes available, will be
mailed to all Eligible Stockholders as of the Record Date and may
also be obtained free of charge at the website maintained by the
SEC at www.sec.gov or by contacting the information agent for the
Rights Offering, Broadridge Corporate Issuer Solutions, LLC, at
(888)789-8409 (toll-free).
About RumbleOn
RumbleOn is the largest powersports retailer in North America,
offering a wide selection of new and used motorcycles, all-terrain
vehicles, utility terrain vehicles, personal watercraft and other
powersports products, including parts, apparel, accessories and
aftermarket products from a wide range of manufacturers. We operate
55 retail locations, each equipped with full service departments,
as well as five regional fulfillment centers. Our retail locations
are primarily located in the Sun Belt of the United States. To
learn more please visit us online at https://www.rumbleon.com/.
Cautionary Note on Forward-Looking Statements
The Company’s press release contains statements that constitute
“forward-looking statements” within the meaning of The Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include, but are not limited to, those regarding the
Company’s plans to launch a Rights Offering, the transactions
contemplated by the purchase agreement, the anticipated final
terms, timing and completion of the proposed Rights Offering and
proposed backstop private placement, and the use of proceeds from
the proposed Rights Offering and proposed backstop private
placement. Forward-looking statements generally can be identified
by words such as “anticipates,” “believes,” “continues,” “could,”
“estimates,” “expects,” “intends,” “hopes,” “may,” “plan,”
“possible,” “potential,” “predicts,” “projects,” “should,”
“targets,” “would” and similar expressions, although not all
forward-looking statements contain these identifying words. Such
statements are subject to numerous important factors, risks and
uncertainties that may cause actual events or results to differ
materially from current expectations and beliefs, including, but
not limited to, risks and uncertainties related to: whether the
proposed transactions will be completed in a timely manner, or at
all; the risk that all of the closing conditions under the purchase
agreement are not satisfied; the occurrence of any event, change or
other circumstance that could cause the Company not to proceed with
the Rights Offering or give rise to the termination of the purchase
agreement; the determination of the final terms of the proposed
Rights Offering and proposed backstop private placement; the
satisfaction of customary closing conditions related to the
proposed Rights Offering; risks related to the diversion of
management’s attention from RumbleOn’s ongoing business operations;
the impact of general economic, industry or political conditions in
the United States or internationally, as well as the other risk
factors set forth under the caption “Risk Factors” in the
Registration Statement, as amended, and in RumbleOn’s Annual Report
for the year ended December 31, 2022 and Quarterly Reports on Form
10-Q for the quarters ended March 30, 2023 and June 30, 2023 and in
any other subsequent filings made with the SEC by RumbleOn. There
can be no assurance that RumbleOn will be able to complete the
proposed Rights Offering and proposed backstop private placement on
the anticipated terms, or at all. Any forward-looking statements
contained in this press release speak only as of the date hereof,
and RumbleOn specifically disclaims any obligation to update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231101419331/en/
Investor Inquiries: Dawn
Francfort ICR, Inc. investors@rumbleon.com
Will Newell investors@rumbleon.com
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