RumbleOn Announces Planned $100 Million Fully Backstopped Rights Offering
09 Agosto 2023 - 12:45PM
Business Wire
RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn”), the
nation’s first and largest publicly traded powersports platform,
today announced that it plans to make a $100 million rights
offering to holders of the company’s Class A common stock and Class
B common stock (and certain holders of warrants issued by the
Company entitled to receive the same).
Pursuant to the terms of the fully backstopped rights offering,
the Company intends to issue, for no consideration, subscription
rights that will entitle eligible holders as of the applicable
record date to purchase their pro rata portion of $100 million of
Class B common stock.
The Company has entered into a purchase agreement with certain
existing stockholders (the “Backstop Purchasers”) to backstop the
$100 million rights offering in full. The purchase agreement
commits the Backstop Purchasers to purchase in a private placement
(the “Backstop Private Placement”) any and all shares of Class B
common stock that remain unsubscribed for in the rights offering on
the same terms as the proposed rights offering. Pursuant to the
terms of the purchase agreement, the Backstop Private Placement is
expected to close shortly after the expiration of the rights
offering subscription period.
The Backstop Purchasers’ obligation to purchase the securities
pursuant to the purchase agreement and to fulfill their backstop
commitment and the Company’s obligation to issue the securities in
the Backstop Private Placement are subject to certain customary
closing conditions, including completion of the proposed rights
offering. The rights offering and the Backstop Private Placement
are expected to close in the fourth quarter of 2023.
The Company plans to file a registration statement with the U.S.
Securities and Exchange Commission (the “SEC”) relating to the
rights offering as promptly as reasonably practicable. The Company
is working on developing the terms of the rights offering and has
not yet set the subscription ratio or subscription price. In
addition, no record date has been set. Additional information about
the proposed rights offering will be provided in the registration
statement, once filed with the SEC.
The Company is planning to conduct the rights offering to enable
it to comply with a covenant in its recently amended credit
agreement. It is expected that the net proceeds of the rights
offering will be used to repay debt under its amended credit
facility with the remainder being available to fund the growth and
development of its business, including for possible
acquisitions.
The securities to be offered in the proposed rights offering and
proposed Backstop Private Placement have not yet been registered
under the Securities Act of 1933, as amended (the “Securities
Act”). The securities to be offered in the proposed rights offering
may not be offered or sold nor may offers to buy be accepted prior
to the time the registration statement relating to the rights
offering has been filed with the SEC and has become effective.
Other Important Information
The securities to be sold in the proposed rights offering and
proposed Backstop Private Placement have not been registered under
the Securities Act or the securities laws of any state or other
applicable jurisdiction, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state or other jurisdictions’ securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the securities to be issued in the
proposed rights offering or proposed Backstop Private Placement,
nor shall there be any offer, solicitation or sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. Any offering of the securities under the
registration statement related to the rights offering will only be
made by means of a prospectus.
About RumbleOn
RumbleOn is the nation's first and largest publicly traded,
technology-enhanced dealership group platform in the powersports
industry. Headquartered in the Dallas Metroplex, RumbleOn provides
the only technology-led platform in powersports with a broad
footprint of physical locations, full-line manufacturer
representation, and high-quality used inventory to transform the
entire customer experience.
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, the use of proceeds from the
proposed rights offering and proposed Backstop Private Placement,
and the Company’s plans, strategies, and prospects for its
business. 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 Form S-3
to be filed with the SEC, in RumbleOn’s Quarterly Report on Form
10-Q for the quarter ended March 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/20230809947286/en/
Investor Inquiries: Dawn
Francfort ICR, Inc. investors@rumbleon.com
Will Newell investors@rumbleon.com
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