TAMPA, Fla., Oct. 12, 2023 /PRNewswire/ -- Lazydays Holdings,
Inc. (Nasdaq: LAZY) (the "Company" or "Lazydays") announced today
that it has filed an amendment to the registration statement on
Form S-1 with the Securities and Exchange Commission (the "SEC")
relating to its previously announced rights offering ("Rights
Offering").
As provided in the filing, the Company will raise up to
$100,000,000 gross proceeds from the
sale of the Company's common stock, par value $0.0001 per share (the "Common Stock") pursuant
to the exercise of non-transferable rights (the "Rights") issued to
holders (the "Holders") of the Company's Common Stock, the
Company's pre-funded warrants (the "Warrants") and the Company's
series A convertible preferred stock (the "Series A Preferred
Stock") at a price described below.
Holders as of October 23, 2023
(the "Record Date"), will receive one Right for every share of
Common Stock owned or issuable upon exercise or conversion of
Warrants and Series A Preferred Stock owned as of the Record Date,
entitling the Holder to purchase 0.770 of a share of our Common
Stock at a cash subscription price per whole share of our Common
Stock equal to the lesser of $6.399
per share of our Common Stock (the "Initial Price") and (ii) 90% of
the VWAP (as defined below) of a share of our Common Stock for the
five trading day period through and including November 14, 2023 (the "Alternate Price" and,
alternatively with the Initial Price, as applicable, the
"Subscription Price"). Holders must subscribe assuming the
Subscription Price is the Initial Price of $6.399 per share. If the Alternate Price is lower
than the Initial Price, the number of shares of Common Stock that
each Holder would receive will be proportionally higher. If, at the
expiration of the Rights Offering, the Alternate Price is lower
than the Initial Price, any excess subscription amounts paid by a
Holder will be applied to the purchase of additional shares of the
Company's Common Stock.
Assuming the Rights Offering is fully subscribed, the Company
currently expects to receive aggregate gross proceeds of
$100,000,000, before expenses. In
addition, assuming the Subscription Price is the Initial Price, the
Company expects to issue in connection with the Rights Offering, in
the aggregate, a maximum of 15,627,441 shares of the Company's
Common Stock. To the extent the Alternate Price is lower than the
Initial Price, the maximum number of shares of the Common Stock
issuable will be higher (i.e., the quotient obtained by dividing
$100 million by the Alternate Price,
subject to rounding) . "VWAP" means, for any trading day, the
volume-weighted average price of the Company's Common Stock on the
Nasdaq, as reported by Bloomberg L.P. between 9:30 a.m. and 4:00 p.m., Eastern Time, on
such date.
The Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on November 14, 2023, the expected expiration date
of this 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 amended Form S-1 filing, the Company
expects that the net proceeds of the offering will be used for the
Company's growth initiatives including acquisitions and new
business development activities and general corporate purposes,
which may include repaying or refinancing the Company's existing or
future debt facilities.
The Company reserves the right to modify, postpone or cancel the
Rights Offering at any time prior to the closing of the sale of the
Common Stock in the Rights Offering.
Christopher S. Shackelton,
Chairman of our Board of Directors ("Board") and a Managing Partner
of Coliseum Capital Management, LLC (''Coliseum''), whose clients
are the beneficial owners of approximately 56.2% of our Common
Stock prior to this Rights Offering, have indicated that Coliseum's
clients currently intend to participate in the Rights Offering and
subscribe for at least the full amount of their basic subscription
rights, but have not made any formal binding commitment to
participate and have no obligation to participate in the Rights
Offering.
The shares of Common Stock to be issued upon exercise of the
Rights will be listed for trading on the Nasdaq under the symbol
"LAZY." 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 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 may be directed to
the Information Agent, Broadridge Corporate Issuer Solutions, Inc.,
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 the solicitation of an
offer to buy any of the Rights, Common Stock or any other
securities, nor will there be any sale of the Rights, Common Stock
or any other securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. This document is not an offering,
which can only be made by the prospectus supplement (and the
accompanying base prospectus), which contains information about the
Company and the rights offering, and should be read carefully
before investing.
About Lazydays
Lazydays has been a prominent player in the RV industry since
its inception in 1976, earning a stellar reputation for delivering
exceptional RV sales, service, and ownership experiences. Its
commitment to excellence has led to enduring relationships with
RVers and their families, who rely on Lazydays for all their RV
needs. With a strategic approach to rapid expansion, Lazydays is
growing its network through both acquisitions and new builds. Its
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 are a seasoned RVer or just starting your
adventure, Lazydays' 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 "LAZY."
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 its goals, plans,
projections and guidance regarding its financial position, results
of operations, market position, pending and potential future
acquisitions 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 proposed 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 its 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; the Company's relationship
with, and the financial and operational stability of, vehicle
manufacturers and other suppliers; risks associated with the
Company's indebtedness (including available borrowing capacity,
compliance with financial covenants and ability to refinance or
repay indebtedness on favorable terms); acts of God or other
incidents which may adversely impact the Company's operations and
financial performance; government regulations; legislation; and the
factors discussed in "Part I, Item 1A. Risk Factors" in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2022 and from time to
time in the Company's other filings with the SEC.
News Contact:
+1 (813) 204-4099
investors@lazydays.com
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SOURCE Lazydays Holdings, Inc.