TAMPA, Fla., Oct. 23, 2023 /PRNewswire/ -- Lazydays Holdings,
Inc. (Nasdaq: LAZY) (the "Company" or "Lazydays") announced today
that its registration statement, concerning its previously
announced rights offering to stockholders, was made effective by
the Securities and Exchange Commission ("SEC") on October 23, 2023.
As previously announced, under the terms of the rights offering,
the Company will distribute, at no charge, to the holders (the
"Holders") of its common stock, par value $0.0001 per share (the "Common Stock"), the
Company's pre-funded warrants (the "Warrants") and the Company's
series A convertible preferred stock (the "Series A Preferred
Stock") as of 5:00 p.m., Eastern
Time, on October 23, 2023, one
non-transferable right (the "Rights") for every share of Common
Stock owned or issuable upon exercise or conversion of Warrants and
Series A Preferred Stock owned as of October
23, 2023 (the "Record Date"), entitling the Holder to
purchase 0.770 of a share of our Common Stock at the cash
subscription price equal to $6.399
per whole share of 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"), which entitles a stockholder who
exercises all of its Basic Subscription Rights in full, and if
other Holders do not, to 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 this
Over-Subscription Right. If an insufficient number of shares is
available to fully satisfy the Over-Subscription Right requests,
the available shares of Common Stock will be allocated pro rata,
after eliminating all fractional shares of Common Stock, among
Rights Holders who exercised their Over-Subscription Right based on
the number of shares of Common Stock each Rights holder subscribed
for under the Basic Subscription Right. The Subscription Agent will
return any excess payments, without interest or deduction, promptly
after the expiration of the Rights Offering.
Assuming the rights offering is fully subscribed, the Company
currently estimates that the total purchase price of the shares
offered in the rights offering, representing the aggregate net
proceeds received by the Company, will be approximately
$99.6 million. In addition, 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. 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 expects that Broadridge Corporate Issuer Solutions,
LLC, the subscription and information agent for the Rights
Offering, will mail rights certificates and a copy of the
prospectus for the Rights Offering to Holders of record of Common
Stock as of the Record Date beginning on or about October 23, 2023. Holders of shares of Common
Stock held in "street name" through a brokerage account, bank or
other nominee will not receive physical rights certificates and
must instruct their broker, bank or other nominee whether to
exercise subscription rights on their behalf.
The subscription period will expire at 5:00 p.m., Eastern Time, on November 14, 2023. However, 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.
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.
Christopher S. Shackelton,
Chairman of our Board of Directors ("Board") and a Managing Partner
of Coliseum Capital Management, LLC (''Coliseum''), clients of
which are the beneficial owners of approximately 56.2% of our
Common Stock prior to this Rights Offering, has 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.
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.
The Company reserves the right to modify, extend, postpone or
cancel the rights offering at any time prior to the settlement of
the sale of the shares in the rights offering.
The Rights Offering is being made pursuant to the Company's
registration statement on Form S-1 (File No. 333-274489), which was
declared effective by the Securities and Exchange Commission (the
"SEC") on October 23, 2023. A final
prospectus describing the terms of the rights offering has been or
will be filed with the SEC on October 23,
2023 and will be available on the SEC's website located at
http://www.sec.gov.
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, which contains information about the Company and the
rights offering, and should be read carefully before investing.
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.
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 future aspects of 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, in the
registration statement on Form S-1 (File No. 333-274489), which was
declared effective by the Securities and Exchange Commission (the
"SEC") on October 23, 2023 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.